Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 06, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Entity File Number | 001-41429 | |
Entity Registrant Name | ProMIS Neurosciences Inc. | |
Entity Incorporation, State or Country Code | Z4 | |
Entity Tax Identification Number | 98-0647155 | |
Entity Address, Address Line One | Suite 200, 1920 Yonge Street | |
Entity Address, City or Town | Toronto | |
Entity Address State Or Province | ON | |
Entity Address, Postal Zip Code | M4S 3E2 | |
City Area Code | 416 | |
Local Phone Number | 847-6898 | |
Title of 12(b) Security | Common Shares, no par value per share | |
Trading Symbol | PMN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,579,284 | |
Entity Central Index Key | 0001374339 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 3,920,742 | $ 16,943,905 |
Short-term investments | 30,539 | 33,248 |
Prepaid expenses and other current assets | 1,407,864 | 737,316 |
Total current assets | 5,359,145 | 17,714,469 |
Property and equipment, net | 788 | 4,671 |
Intangible assets, net | 21,732 | 27,614 |
Total assets | 5,381,665 | 17,746,754 |
Current liabilities: | ||
Accounts payable | 1,794,807 | 408,981 |
Accrued liabilities | 1,303,908 | 520,093 |
Total current liabilities | 3,098,715 | 929,074 |
Convertible debt, net of issuance costs and debt discount | 3,906,057 | |
Derivative liability remeasured as of June 19, 2022 | 5,379,878 | |
Warrant liability | 1,553,186 | 1,871,687 |
Total liabilities | 4,651,901 | 12,086,696 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Series 1 Convertible Preferred Shares, no par value, 70,000,000 shares authorized, 70,000,000 and 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | ||
Common Shares, no par value, unlimited shares authorized, 7,195,529 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 73,988,039 | 68,039,178 |
Accumulated other comprehensive loss | (270,316) | (187,919) |
Accumulated deficit | (72,987,959) | (62,191,201) |
Total shareholders' equity | 729,764 | 5,660,058 |
Total liabilities and shareholders' equity | $ 5,381,665 | $ 17,746,754 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Condensed Consolidated Balance Sheets | ||
Series S1 Convertible Preferred stock, Par value | $ 0 | $ 0 |
Series S1 Convertible Preferred stock, Shares authorized | 70,000,000 | 70,000,000 |
Series S1 Convertible Preferred stock, Shares issued | 70,000,000 | 0 |
Series S1 Convertible Preferred stock, Shares outstanding | 70,000,000 | 0 |
Common shares, par value (in dollars per share) | $ 0 | $ 0 |
Common shares, shares issued | 7,195,529 | 7,195,529 |
Common shares, shares outstanding | 7,195,529 | 7,195,529 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
Research and development | $ 4,570,562 | $ 805,392 | $ 9,702,978 | $ 1,779,285 |
General and administrative | 1,483,573 | 1,265,486 | 5,154,324 | 1,964,978 |
Total operating expenses | 6,054,135 | 2,070,878 | 14,857,302 | 3,744,263 |
Loss from operations | (6,054,135) | (2,070,878) | (14,857,302) | (3,744,263) |
Other income (expense): | ||||
Interest expense, net | 140,912 | 282,064 | 276,317 | |
Change in fair value of financial instruments | 61,407 | 997,095 | 2,972,272 | (3,526,590) |
Gain on extinguishment of convertible debt and derivative liability | 1,307,421 | |||
Other income | 35,853 | 4,052 | 62,915 | 1,673 |
Total other income (expense), net | 97,260 | 860,235 | 4,060,544 | (3,801,234) |
Net loss | (5,956,875) | (1,210,643) | (10,796,758) | (7,545,497) |
Other comprehensive gain/(loss): | ||||
Gain/(loss) on foreign currency translation | (131,874) | 42,659 | (82,397) | (102,558) |
Comprehensive loss | $ (6,088,749) | $ (1,167,984) | $ (10,879,155) | $ (7,648,055) |
Net loss per Common Share, basic | $ (0.85) | $ (0.20) | $ (1.51) | $ (1.44) |
Net loss per Common Share, diluted | $ (0.85) | $ (0.20) | $ (1.51) | $ (1.44) |
Weighted-average Common Shares, basic | 7,195,529 | 5,919,485 | 7,195,529 | 5,310,483 |
Weighted-average Common Shares, diluted | 7,195,529 | 5,919,485 | 7,195,529 | 5,310,483 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) | Common Shares | Series1 Convertible Preferred Shares | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2020 | $ 51,655,168 | $ (50,731) | $ (52,401,095) | $ (796,658) | ||
Balance at the beginning (in shares) at Dec. 31, 2020 | 4,828,846 | |||||
Changes in Shareholders' Equity (Deficit) | ||||||
Conversion of special warrants (in shares) | 270,326 | |||||
Share-based compensation | 397,480 | 397,480 | ||||
Issuance of common shares, net of issuance costs of $1,665,099 | 15,867,936 | 15,867,936 | ||||
Issuance of common shares, net of issuance costs of $1,665,099 (in shares) | 2,096,357 | |||||
Foreign currency translation | (102,558) | (102,558) | ||||
Net loss | (7,545,497) | (7,545,497) | ||||
Balance at the end at Sep. 30, 2021 | 67,920,584 | (153,289) | (59,946,592) | 7,820,703 | ||
Balance at the end (in shares) at Sep. 30, 2021 | 7,195,529 | |||||
Balance at the beginning at Jun. 30, 2021 | 51,863,019 | (195,948) | (58,735,949) | (7,068,878) | ||
Balance at the beginning (in shares) at Jun. 30, 2021 | 5,099,172 | |||||
Changes in Shareholders' Equity (Deficit) | ||||||
Share-based compensation | 189,629 | 189,629 | ||||
Issuance of common shares, net of issuance costs of $1,665,099 | 15,867,936 | 15,867,936 | ||||
Issuance of common shares, net of issuance costs of $1,665,099 (in shares) | 2,096,357 | |||||
Foreign currency translation | 42,659 | 42,659 | ||||
Net loss | (1,210,643) | (1,210,643) | ||||
Balance at the end at Sep. 30, 2021 | 67,920,584 | (153,289) | (59,946,592) | 7,820,703 | ||
Balance at the end (in shares) at Sep. 30, 2021 | 7,195,529 | |||||
Balance at the beginning at Dec. 31, 2021 | 68,039,178 | (187,919) | (62,191,201) | $ 5,660,058 | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 7,195,529 | 7,195,529 | ||||
Changes in Shareholders' Equity (Deficit) | ||||||
Share-based compensation | 348,861 | $ 348,861 | ||||
Conversion of convertible debt and derivative liability to Series 1 Convertible Preferred Shares | 5,600,000 | 5,600,000 | ||||
Conversion of convertible debt and derivative liability to Series 1 Convertible Preferred Shares (in shares) | 70,000,000 | |||||
Foreign currency translation | (82,397) | (82,397) | ||||
Net loss | (10,796,758) | (10,796,758) | ||||
Balance at the end at Sep. 30, 2022 | 73,988,039 | (270,316) | (72,987,959) | $ 729,764 | ||
Balance at the end (in shares) at Sep. 30, 2022 | 7,195,529 | 70,000,000 | 7,195,529 | |||
Balance at the beginning at Jun. 30, 2022 | 73,879,455 | (138,442) | (67,031,084) | $ 6,709,929 | ||
Balance at the beginning (in shares) at Jun. 30, 2022 | 7,195,529 | 70,000,000 | ||||
Changes in Shareholders' Equity (Deficit) | ||||||
Share-based compensation | 108,584 | 108,584 | ||||
Foreign currency translation | (131,874) | (131,874) | ||||
Net loss | (5,956,875) | (5,956,875) | ||||
Balance at the end at Sep. 30, 2022 | $ 73,988,039 | $ (270,316) | $ (72,987,959) | $ 729,764 | ||
Balance at the end (in shares) at Sep. 30, 2022 | 7,195,529 | 70,000,000 | 7,195,529 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) | ||
Net of issuance costs | $ 1,665,099 | $ 1,665,099 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (10,796,758) | $ (7,545,497) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 348,861 | 397,480 |
Foreign currency exchange loss | 367,649 | 107,905 |
Change in fair value of derivative liability | (2,643,123) | 3,601,082 |
Change in fair value of warrant liability | (326,741) | (31,141) |
Depreciation of property and equipment | 5,771 | 32,339 |
Amortization of debt discount and issuance costs | 247,046 | 241,558 |
Amortization of intangible assets | 3,886 | 3,959 |
Loss on joint venture | 2,373 | |
Gain on extinguishment of convertible debt and derivative liability | (1,307,421) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (781,683) | (1,903,741) |
Accounts payable | 1,518,327 | 16,551 |
Accrued liabilities | 883,931 | 223,937 |
Deferred compensation | (405,508) | |
Net cash used in operating activities | (12,480,255) | (5,258,703) |
Cash flows from investing activities | ||
Purchase of property and equipment | (2,024) | (1,187) |
Other investing activities | 0 | 0 |
Net cash used in investing activities | (2,024) | (1,187) |
Cash flows from financing activities | ||
Proceeds from convertible debt | 6,915,199 | |
Proceeds from issuance of common share units, net of issuance costs | 15,867,936 | |
Proceeds from issuance of warrants | 2,739,221 | |
Net cash provided by financing activities | 25,522,356 | |
Effect of exchange rates on cash | (540,884) | (174,228) |
Net (decrease)/increase in cash | (13,023,163) | 20,088,238 |
Cash at beginning of period | 16,943,905 | 806,887 |
Cash at end of period | 3,920,742 | 20,895,125 |
Supplemental disclosure of cash flow information | ||
Conversion of convertible debt and derivative liability to Series 1 Convertible Preferred Shares | 5,600,000 | |
Cash paid for interest on convertible debt | $ 87,069 | |
Issuance of compensation warrants in consideration of issuance costs | $ 957,947 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2022 | |
DESCRIPTION OF BUSINESS | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Business Description ProMIS Neurosciences Inc. (the “ Company ProMIS AD MSA ALS PD DLB FTLD PSP CBD The Company was incorporated on January 23, 2004 under the Canada Business Corporations Act and is located at 1920 Yonge Street, Toronto, Ontario. The Company’s Common Shares are traded on the Toronto Stock Exchange (“ TSX Nasdaq ProMIS USA The success of the Company is dependent on obtaining the necessary regulatory approvals of its product candidates, marketing its products, if approved, and achieving profitable operations. The continuation of the research and development activities and the commercialization of its products, if approved, are dependent on the Company’s ability to successfully complete these activities and to obtain additional financing through a combination of financing activities and operations. It is not possible to predict either the outcome of future research and development or commercialization programs, or the Company’s ability to fund these programs. COVID-19 Impacts resulting from the COVID-19 pandemic have resulted in a widespread health crisis that has already adversely affected the economies and financial markets of many countries around the world. The international response to the spread of COVID-19 has led to significant restrictions on travel; temporary business closures; quarantines; global stock market and financial market volatility; a general reduction in consumer activity; operating, supply chain and project development delays and disruptions; and declining trade and market sentiment; all of which have and could further affect the world economy. The extent to which the novel coronavirus may continue to impact the Company’s business, preclinical research and development activities will depend on future developments which are highly uncertain and cannot be predicted with confidence, such as the duration of the outbreak, the severity of illness arising with new COVID-19 variants, and the national and global response to such outbreaks. The current global uncertainty and its effect on the local and global economies may also have an adverse effect on the Company’s ability to secure additional financing to continue its research and development programs. Liquidity Risk The accompanying unaudited condensed consolidated financial statements were prepared on a going concern basis, which assumes that the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues from its activities. The Company had a net loss of $6.0 million and $10.8 million for the three and nine months ended September 30, 2022, respectively, and an accumulated deficit of $73.0 million as of September 30, 2022. Management believes these conditions raise substantial doubt about the Company’s ability to continue as a going concern within the next twelve months from the date these unaudited condensed consolidated financial statements are issued. The Company will require additional funding to conduct future clinical activities. The Company will seek additional funding through public financings, debt financings, collaboration agreements, strategic alliances and licensing agreements. Although the Company has been successful in raising capital in the past, there is no assurance of success in obtaining such additional financing on terms acceptable to us, if at all, and there is no assurance that the Company will be able to enter into collaborations or other arrangements. If the Company is unable to obtain funding, it could force delays, reduce or eliminate research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect future business prospects, and the ability to continue operations. The Company may continue to incur net losses for at least the next several years as the Company advances its product candidates. The Company is actively pursuing additional financing to further develop certain of the Company’s scientific initiatives, but there is no assurance these initiatives will be successful, timely or sufficient. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2021, which are included with the Company’s Form 10 Registration Statement and related amendments filed with the United States Securities Exchange Commission (“ SEC ) The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“ GAAP ASC ASU FASB In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements for the periods presented reflect all adjustments, consisting of only normal recurring adjustments, necessary to fairly present the Company’s financial position, results of operations, and cash flows. The December 31, 2021 condensed consolidated balance sheet was derived from audited financial statements, but does not include all GAAP disclosures. The unaudited condensed consolidated financial statements for the interim periods are not necessarily indicative of results for the full year. On June 21, 2022, the directors of the Company authorized a reverse share split of the issued and outstanding Common Shares in a ratio of 60:1, effective June 28, 2022 (the “ Reverse Share Split Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, the accrual for research and development expenses and the valuation of warrant liabilities and embedded derivative liabilities. Actual results could differ from those estimates, and such differences could be material to the unaudited condensed consolidated financial statements. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“ CODM Foreign Currency Comprehensive loss is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. The reporting currency of the Company is the United States dollar (“ US$” or “$” C$ Emerging Growth Company Status The Company is an Emerging Growth Company, as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“ JOBS Act Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases Topic 842 Leases Topic 842 Targeted Improvements In December 2019, the FASB issued ASU No 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Topic 740 The amendments in ASU 2019-12 removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of GAAP. The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. For emerging growth companies, the standard is effective for fiscal years beginning after December 15, 2021. The Company adopted this standard as of January 1, 2022 with no material impact on the unaudited condensed consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options ( Subtopic 470-20 ) and Derivatives and Hedging Contracts in Entity s Own Equity ( Subtopic 815-40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In June 2016, and in later clarifying amendments, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 3. FAIR VALUE MEASUREMENTS The following are the major categories of assets measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021: As of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Short-term investments $ 30,539 $ — $ — $ 30,539 Total assets measured at fair value $ 30,539 $ — $ — $ 30,539 Liabilities: Derivative liability $ — $ — $ — $ — Warrant liability — — 1,553,186 1,553,186 Total liabilities measured at fair value $ — $ — $ 1,553,186 $ 1,553,186 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Short-term investments $ 33,248 $ — $ — $ 33,248 Total assets measured at fair value $ 33,248 $ — $ — $ 33,248 Liabilities: Derivative liability $ — $ — $ 5,379,878 $ 5,379,878 Warrant liability — — 1,871,687 1,871,687 Total liabilities measured at fair value $ — $ — $ 7,251,565 $ 7,251,565 No transfers between levels have occurred in either reporting period presented. Refer to Note 8 below for further discussion on the extinguishment of the derivative liability and Note 9 below for disclosures related to the warrant liability. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following: September 30, December 31, 2022 2021 Upfront research payments $ 85,675 $ 554,878 Goods and services tax receivable 60,711 48,690 Insurance 700,344 32,853 Dues and subscriptions 15,283 — Consultants 9,958 69,915 License fee 48,555 19,754 Deposits 12,711 6,839 Deferred financing costs 470,054 — Miscellaneous 4,573 4,387 Total prepaid expenses and other current assets $ 1,407,864 $ 737,316 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2022 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT Property and equipment, net, consist of the following: September 30, December 31, 2022 2021 Laboratory equipment $ 60,994 $ 66,403 Computer equipment 18,109 17,657 Total property and equipment 79,103 84,060 Less: accumulated depreciation (78,315) (79,389) Property and equipment, net $ 788 $ 4,671 Depreciation expense was $1,883 and $10,862 for the three months ended September 30, 2022 and 2021, respectively and $5,771 and $32,339 for the nine months ended September 30, 2022 and 2021, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
INTANGIBLE ASSETS | |
INTANGIBLE ASSETS | 6. INTANGIBLE ASSETS The Company has intangible assets consisting of acquired rights and patents with finite lives. In March 2012, the Company acquired rights to a certain patented technology that it had licensed from its Chief Scientific Officer for C$100,000. The Company is amortizing this asset over its expected useful life of 15 years. September 30, December 31, 2022 2021 Intangible assets $ 72,577 $ 79,015 Less: accumulated amortization (50,845) (51,401) Intangible assets, net $ 21,732 $ 27,614 Amortization expense was $1,263 and $1,322 for the three months ended September 30, 2022 and 2021, respectively and $3,886 and $3,959 for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, the estimated expected amortization expense related to the Company’s intangible assets is $1,211 for the remaining three months of 2022, $4,842 for each year through the year ended |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
ACCRUED LIABILITIES | |
ACCRUED LIABILITIES | 7. ACCRUED LIABILITIES Accrued liabilities consist of the following: September 30, December 31, 2022 2021 Legal $ 212,161 $ 171,777 Accounting 42,544 123,026 Research and development 869,975 106,845 Accrued interest — 54,398 Other 179,228 64,047 Accrued liabilities $ 1,303,908 $ 520,093 |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 9 Months Ended |
Sep. 30, 2022 | |
CONVERTIBLE DEBT | |
CONVERTIBLE DEBT | 8. CONVERTIBLE DEBT In March 2021, the Company completed a $7.0 million private placement of the convertible unsecured debentures (“ Debentures On June 17, 2022, the Company amended the conversion feature of the Debentures (the “ Amended and Restated Debentures In June 2022, the Company received notices of conversion from the holders of the Company’s Amended and Restated Debentures, requesting conversions in the aggregate of $7.0 million, representing the entirety of the outstanding balance thereof. In satisfaction of the notices of conversion, the Company issued 70,000,000 Series 1 Convertible Preferred Shares, described further in Note 9, to the Amended and Restated Debenture holders in accordance with the terms of the Amended and Restated Debentures and made cash payments to settle accrued interest of $17,069. The Company recognized the redemption as an extinguishment of the outstanding debt and the related derivative, which required a remeasurement of the derivative liability as of June 19, 2022. The derivative liability at June 19, 2022 was valued at $2,741,058 using a scenario-based valuation method using a Monte Carlo (“ Monte Carlo June 19, 2022 Carrying value of convertible debt net of issuance costs and debt discount (includes amortization of debt discount of $117,212 from April 1, 2022 to June 19, 2022) $ 4,166,363 Derivative liability remeasured as of June 19, 2022 2,741,058 Total liabilities extinguished on conversion 6,907,421 Fair value of Series 1 Convertible Preferred Shares recorded to additional paid-in-capital 5,600,000 Gain on extinguishment of convertible debt and derivative liability $ 1,307,421 The fair value of Series 1 Convertible Preferred Shares recorded to additional paid-in-capital was calculated using the observable market price of Common Shares as the basis for determining fair value. The fair value of Common Shares was $0.08 per share on the conversion date. Legal fees resulting from the debt modification were expensed as incurred. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
EQUITY | |
EQUITY | 9. EQUITY The Company has authorized an unlimited number of both Common and Preferred Shares. As of September 30, 2022 and December 31, 2021, the Company had 7,195,529 issued and outstanding Common Shares and 70,000,000 and 0 issued outstanding Common Shares reserved for future issuance consists of the following: September 30, December 31, 2022 2021 Warrants 1,458,496 1,560,588 Series 1 Convertible Preferred Shares 1,166,667 — Convertible debt — 1,166,667 Options issued and outstanding under stock option plan 1,043,025 738,037 Deferred share units 1,061 1,061 Common Shares available for grant under stock option plan 396,080 281,798 Total Common Shares reserved for future issuance 4,065,329 3,748,151 The rights of the Common Shares are as follows: Voting Subject to any special voting rights or restrictions, holders of Common Shares entitled to vote shall have one vote per share. Dividends The Company’s Board of Directors may from time to time declare and authorize payment of dividends, if any, as they may deem advisable and need not give notice of such declaration to any shareholder. Subject to the rights of common shareholders, if any, holding shares with specific rights as to dividends, all dividends on Common Shares shall be declared and paid according to the number of such shares held and paid in Canadian dollars. Liquidation Rights In the event of the liquidation, dissolution or winding-up of the Company or any other distribution of the Company’s assets for the purpose of winding up the Company’s affairs, after the payment of dividends declared but unpaid, the holders of Common Shares shall be entitled pari passu Series 1 Convertible Preferred Shares On June 17, 2022, the directors of the Company authorized the issuance of 70,000,000 Series 1 Convertible Preferred Shares (“Preferred Shares”) with the following preferences, privileges and rights: Dividends If the Company declares, pays or sets aside any dividends on shares of any other class or series of capital stock the holders of the Preferred Shares shall receive a dividend on each outstanding share of Preferred Share in an amount equal to that dividend per share of the Preferred Share as would equal the product of the dividend payable as if all shares of such series had been converted into Common Shares. Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of the Preferred Shares shall be entitled to be paid out of the assets of the Company available for distribution to the shareholders an amount per share equal to $6.00, plus any dividends declared but not paid. If, upon any such liquidation event, the assets available for distribution to the shareholders are insufficient to pay the holders of the Preferred Shares, the holders of the Preferred Shares shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. Voting The Preferred Shares do not confer any voting rights or privileges. Redemption The Preferred Shares are not subject to mandatory redemption or other redemption provisions for which the events resulting in redemption are not within the Company’s control. Optional Conversion Preferred Shares are convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable Common Shares as is determined by dividing $0.10 by the applicable conversion price in effect at the time of conversion. The Conversion Price was initially equal to $0.10 and, following the Reverse Share Split on June 28, 2022, is equal to $6.00, such that 60 Preferred Shares are convertible into 1 Common Share. Mandatory Conversion All outstanding Preferred Shares shall automatically convert into Common Shares, at the effective conversion rate upon the closing of one or more sales of equity securities resulting in at least $30 million of gross proceeds to the Company. Equity Transactions In August 2021, the Company announced the closing of a public offering of 2,096,357 Common Share units at a price of $9.60 per unit for gross proceeds of $20,125,000. The Company incurred $3,067,604 of share issuance costs in conjunction with the public offering. Each Common Share unit (“ Unit one one The Company determined the allocation of the US$9.60 per Unit issue price to the Common Shares and the one As of September 30, 2022, the fair value of the warrants was calculated using the Monte Carlo model with the following parameters: risk free interest rate of 4.08%; annual volatility of 89.2%; and expected life of 3.9 years. The balance as of September 30, 2022 was $1,553,186. September 30, 2022 Balance at December 31, 2021 $ 1,871,687 Change in fair value of the warrant liability (326,741) Foreign exchange loss 8,240 Balance at September 30, 2022 $ 1,553,186 December 31, 2021 Balance at December 31, 2020 $ — Warrant liability at issuance 2,739,221 Change in fair value of the warrant liability (840,555) Foreign exchange gain (26,979) Balance at December 31, 2021 $ 1,871,687 |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2022 | |
WARRANTS | |
WARRANTS | 10. WARRANTS As of September 30, 2022, outstanding Common Share warrants and exercise prices denominated in C$ unless otherwise noted, related to unit offerings are as follows: Exercise Number of Price $ Warrants Expiry date 28.80 100,073 April 2023 28.80 139,659 January 2024 18.00 68,334 June 2024 18.00 150,818 November 2024 18.00 49,167 December 2024 12.00 279,613 November 2025 USD12.60 524,088 August 2026 USD9.60 146,744 August 2026 1,458,496 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | 11. SHARE-BASED COMPENSATION 2007 Stock Option Plan The Company maintains the 2007 Stock Option Plan ( “2007 Option Plan” The following table summarizes the activity of the share options under the 2007 Option Plan for the nine months ended September 30, 2022. All amounts are denominated in C$, except year and share amounts: Weighted Weighted Average Average Number of Exercise Remaining Aggregate Share Price Per Contractual Intrinsic Options Share Term (years) Value Outstanding as of December 31, 2021 738,037 $ 8.15 5.1 $ 2,231,253 Granted 360,000 7.54 — — Forfeited (55,012) 15.98 — — Outstanding as of September 30, 2022 1,043,025 7.53 6.4 2,377,874 Vested and exercisable as of September 30, 2022 648,698 $ 7.32 4.4 $ 2,073,899 The aggregate intrinsic value of options outstanding and vested and exercisable is calculated as the difference between the exercise price of the underlying options, and the fair value of the Company’s Common Shares. During the nine months ended September 30, 2022 and 2021, the Company granted share options with a grant date fair value C$2,102,400 and C$918,822 respectively. During the nine months ended September 30, 2022 there were no options exercised. The fair value of the share options granted was estimated using Black Scholes with the following assumptions: Nine Months Ended September 30, 2022 2021 Weighted average fair value of Common Shares C$ 5.84 C$ 6.24 Expected volatility 95.34 % 94.43 % Risk-free interest rate 2.71 % 0.81 % Expected dividend yield 0 % 0 % Expected term (years) 6.0 4.1 Expected volatility is based on historical volatility of our shares over the expected life of the option, as our options are not readily tradable. DSU Plan The Company has a deferred share unit plan (“ DSU Plan Share-based Payment Expense The following table summarizes total share-based compensation included in the Company’s accompanying unaudited condensed consolidated statements of operations and comprehensive loss: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Research and development $ 39,627 $ 31,286 $ 151,062 $ 157,147 General and administrative 68,957 158,343 197,799 240,333 Total share-based compensation expense $ 108,584 $ 189,629 $ 348,861 $ 397,480 As of September 30, 2022, there was C$2,382,998 of unrecognized share-based compensation related to options outstanding, which were expected to be recognized over weighted-average remaining service period of 3.4 years. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 12. RELATED PARTY TRANSACTIONS During the nine months ended September 30, 2022 and 2021, the Company paid $320,247 and $193,916, respectively, for consulting services to a firm specializing in finance and strategic support for life science companies. The Chief Financial Officer of the Company is a managing director of the consulting firm. In April 2016, the Company entered into a three-year, collaborative research agreement (“ CRA UBC one- year three years Following the resignation of Eugene Williams as CEO of the Company and the appointment of Gail Farfel, Ph.D. as the Company’s new CEO in September 2022, the Company entered into a Strategic Services Agreement with the former CEO. Mr. Williams will serve as a consultant and strategic advisor to the Board. During the period from September 19, 2022 and ending on its third anniversary (the “Consulting Period”), subject to earlier termination under certain circumstances, Mr. Williams will serve as a consultant to the Board providing reasonable advisory and consulting services with respect to the Company’s business. Service in this role counts as service towards the vesting and exercisability of Mr. Williams’ outstanding equity compensation awards from the Company, including awards granted to Mr. Williams in his capacity as an employee prior to his resignation date. In exchange for such consulting services, the Company will pay Mr. Williams, in equal monthly installments, a consulting fee of $225,000 per year during the Consulting Period. The Company accrued general and administrative consulting expenses of $7,500 for the prorated September 2022 consulting installment and did not make any cash payments during the nine months ended September 30, 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES Research, Development and License Agreements The Company enters into research, development and license agreements with various parties in the ordinary course of business where the Company receives research services and rights to proprietary technologies. The agreements require compensation to be paid by the Company, typically, by a combination of the following: ● fees comprising amounts due initially on entering into the agreements and additional amounts due either on specified timelines or defined services to be provided; ● milestone payments that are dependent on products developed under the agreements proceeding toward specified plans of clinical trials and commercial development; and ● royalty payments calculated as a percentage of net sales, commencing on commercial sale of any product candidates developed from the technologies. Milestone and royalty related amounts that may come due under various agreements are dependent on, among other factors, preclinical safety and efficacy, clinical trials, regulatory approvals and, ultimately, the successful development and commercial launch of a new drug, the outcomes and timings of which are uncertain. Amounts due per the various agreements for milestone payments will accrue once the occurrence of a milestone is likely. Amounts due as royalty payments will accrue as commercial revenues from the product are earned. Through September 30, 2022, no events have occurred that require accrual of any milestone or royalty related amounts. UBC and the Vancouver Coastal Health Authority Agreement In April 2016, the Company entered into a three-year, CRA with the UBC and the Vancouver Coastal Health Authority. The agreement was amended various times through September 2019. In January 2022, the UBC CRA was amended, and funding was increased to C$5,030,000 for an additional two years. This amendment, along with the November 2021 amendment extends the project for an additional three years UBC Agreement In February 2009, the Company entered into an agreement with UBC to further the development and commercialization of certain technology developed, in part, by the Company’s Chief Scientific Officer. The agreement was amended and restated in October 2015. Under the amended and restated agreement, the Company is committed to make royalty payments based on revenue earned from the licensed technology. An annual license fee is payable over the term of the agreement. The agreement remains effective unless terminated under the provisions of the agreement. Through September 30, 2022 no accruals for royalty payments have been made. University Health Network Agreement In April 2006, and in additional amendments through November 2013, the Company entered into an agreement with the University Health Network, Toronto, to license certain technology and related intellectual property. Under the agreement, the Company is committed to make milestone payments of up to C$635,000 based on the successful outcomes of clinical and regulatory outcomes, buyout payments and royalty payments based on revenue earned from the licensed technology. As of September 30, 2022 and December 31, 2021, no milestones or royalty payments have been made. Indemnification In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers. The Company currently has directors’ and officers’ insurance. Leases During the nine months ended September 30, 2022 and 2021, the Company made short-term lease payments in the amount of $49,854 and $15,909, respectively, and are included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. The Company’s commitment for future payments under its lease agreements is $9,553 for the remainder of the year ended 2022. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | 14. NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders: Nine Months Ended September 30, 2022 2021 Numerator: Net loss attributable to common shareholders $ 10,879,155 $ 7,648,055 Denominator: Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders, basic and diluted 7,195,529 5,310,483 Net loss per share attributable to common shareholders, basic and diluted $ (1.51) $ (1.44) The following outstanding potentially dilutive Common Shares equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: September 30, 2022 2021 Options issued and outstanding under stock option plan 1,043,025 689,321 Warrants 1,458,496 1,560,588 Convertible debt — 1,166,667 Series 1 Convertible Preferred Shares 1,166,667 — Deferred share units 1,061 1,061 Total 3,669,249 3,417,637 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS In October 2022, the Company announced the closing of a private offering of 1,383,755 Common Share units at a price of $5.40 per unit for gross proceeds of $7,472,277 . Each Common Share unit (“ Unit ”) consisted of one Common Share and one -quarter Common Share purchase warrant. Each whole warrant entitles the holder thereof to purchase one quarter Common Share at an exercise price of $7.50 per Common Share at any time during the five-year period commencing six months after the closing date of the transaction. Related to the sale of the Units, the Company paid certain intermediaries $597,782 and issued 69,188 compensation warrants. The compensation warrants are exercisable at a price of $6.10 per Common Share any time for during the five-year period commencing six months after the closing date of the transaction. The compensation warrants have been issued as consideration for services provided by the intermediaries. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2021, which are included with the Company’s Form 10 Registration Statement and related amendments filed with the United States Securities Exchange Commission (“ SEC ) The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“ GAAP ASC ASU FASB In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements for the periods presented reflect all adjustments, consisting of only normal recurring adjustments, necessary to fairly present the Company’s financial position, results of operations, and cash flows. The December 31, 2021 condensed consolidated balance sheet was derived from audited financial statements, but does not include all GAAP disclosures. The unaudited condensed consolidated financial statements for the interim periods are not necessarily indicative of results for the full year. On June 21, 2022, the directors of the Company authorized a reverse share split of the issued and outstanding Common Shares in a ratio of 60:1, effective June 28, 2022 (the “ Reverse Share Split |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, the accrual for research and development expenses and the valuation of warrant liabilities and embedded derivative liabilities. Actual results could differ from those estimates, and such differences could be material to the unaudited condensed consolidated financial statements. |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“ CODM |
Foreign Currency | Foreign Currency Comprehensive loss is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. The reporting currency of the Company is the United States dollar (“ US$” or “$” C$ |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an Emerging Growth Company, as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“ JOBS Act |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases Topic 842 Leases Topic 842 Targeted Improvements In December 2019, the FASB issued ASU No 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Topic 740 The amendments in ASU 2019-12 removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of GAAP. The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. For emerging growth companies, the standard is effective for fiscal years beginning after December 15, 2021. The Company adopted this standard as of January 1, 2022 with no material impact on the unaudited condensed consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options ( Subtopic 470-20 ) and Derivatives and Hedging Contracts in Entity s Own Equity ( Subtopic 815-40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In June 2016, and in later clarifying amendments, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |
Summary of major categories of assets and liabilities measured at fair value on a recurring basis | As of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Short-term investments $ 30,539 $ — $ — $ 30,539 Total assets measured at fair value $ 30,539 $ — $ — $ 30,539 Liabilities: Derivative liability $ — $ — $ — $ — Warrant liability — — 1,553,186 1,553,186 Total liabilities measured at fair value $ — $ — $ 1,553,186 $ 1,553,186 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Short-term investments $ 33,248 $ — $ — $ 33,248 Total assets measured at fair value $ 33,248 $ — $ — $ 33,248 Liabilities: Derivative liability $ — $ — $ 5,379,878 $ 5,379,878 Warrant liability — — 1,871,687 1,871,687 Total liabilities measured at fair value $ — $ — $ 7,251,565 $ 7,251,565 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |
Summary of prepaid expenses and other current assets | September 30, December 31, 2022 2021 Upfront research payments $ 85,675 $ 554,878 Goods and services tax receivable 60,711 48,690 Insurance 700,344 32,853 Dues and subscriptions 15,283 — Consultants 9,958 69,915 License fee 48,555 19,754 Deposits 12,711 6,839 Deferred financing costs 470,054 — Miscellaneous 4,573 4,387 Total prepaid expenses and other current assets $ 1,407,864 $ 737,316 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
PROPERTY AND EQUIPMENT | |
Summary of property and equipment, net | September 30, December 31, 2022 2021 Laboratory equipment $ 60,994 $ 66,403 Computer equipment 18,109 17,657 Total property and equipment 79,103 84,060 Less: accumulated depreciation (78,315) (79,389) Property and equipment, net $ 788 $ 4,671 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
INTANGIBLE ASSETS | |
Summary of intangible assets | September 30, December 31, 2022 2021 Intangible assets $ 72,577 $ 79,015 Less: accumulated amortization (50,845) (51,401) Intangible assets, net $ 21,732 $ 27,614 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
ACCRUED LIABILITIES | |
Summary of accrued liabilities | September 30, December 31, 2022 2021 Legal $ 212,161 $ 171,777 Accounting 42,544 123,026 Research and development 869,975 106,845 Accrued interest — 54,398 Other 179,228 64,047 Accrued liabilities $ 1,303,908 $ 520,093 |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
CONVERTIBLE DEBT | |
Summary of extinguishment of the convertible notes | June 19, 2022 Carrying value of convertible debt net of issuance costs and debt discount (includes amortization of debt discount of $117,212 from April 1, 2022 to June 19, 2022) $ 4,166,363 Derivative liability remeasured as of June 19, 2022 2,741,058 Total liabilities extinguished on conversion 6,907,421 Fair value of Series 1 Convertible Preferred Shares recorded to additional paid-in-capital 5,600,000 Gain on extinguishment of convertible debt and derivative liability $ 1,307,421 |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
EQUITY | |
Summary of common shares reserved for future issuance | September 30, December 31, 2022 2021 Warrants 1,458,496 1,560,588 Series 1 Convertible Preferred Shares 1,166,667 — Convertible debt — 1,166,667 Options issued and outstanding under stock option plan 1,043,025 738,037 Deferred share units 1,061 1,061 Common Shares available for grant under stock option plan 396,080 281,798 Total Common Shares reserved for future issuance 4,065,329 3,748,151 |
Summary of fair value of the warrants | September 30, 2022 Balance at December 31, 2021 $ 1,871,687 Change in fair value of the warrant liability (326,741) Foreign exchange loss 8,240 Balance at September 30, 2022 $ 1,553,186 December 31, 2021 Balance at December 31, 2020 $ — Warrant liability at issuance 2,739,221 Change in fair value of the warrant liability (840,555) Foreign exchange gain (26,979) Balance at December 31, 2021 $ 1,871,687 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
WARRANTS | |
Summary of outstanding common share warrants and exercise prices | Exercise Number of Price $ Warrants Expiry date 28.80 100,073 April 2023 28.80 139,659 January 2024 18.00 68,334 June 2024 18.00 150,818 November 2024 18.00 49,167 December 2024 12.00 279,613 November 2025 USD12.60 524,088 August 2026 USD9.60 146,744 August 2026 1,458,496 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
SHARE-BASED COMPENSATION | |
Summary of the activity of share options | Weighted Weighted Average Average Number of Exercise Remaining Aggregate Share Price Per Contractual Intrinsic Options Share Term (years) Value Outstanding as of December 31, 2021 738,037 $ 8.15 5.1 $ 2,231,253 Granted 360,000 7.54 — — Forfeited (55,012) 15.98 — — Outstanding as of September 30, 2022 1,043,025 7.53 6.4 2,377,874 Vested and exercisable as of September 30, 2022 648,698 $ 7.32 4.4 $ 2,073,899 |
Summary of fair value of share options granted estimated using Black Scholes with the assumptions | Nine Months Ended September 30, 2022 2021 Weighted average fair value of Common Shares C$ 5.84 C$ 6.24 Expected volatility 95.34 % 94.43 % Risk-free interest rate 2.71 % 0.81 % Expected dividend yield 0 % 0 % Expected term (years) 6.0 4.1 |
Summary of total share-based compensation | Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Research and development $ 39,627 $ 31,286 $ 151,062 $ 157,147 General and administrative 68,957 158,343 197,799 240,333 Total share-based compensation expense $ 108,584 $ 189,629 $ 348,861 $ 397,480 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
NET LOSS PER SHARE | |
Summary of computation of basic and diluted net loss per share attributable to common shareholders | Nine Months Ended September 30, 2022 2021 Numerator: Net loss attributable to common shareholders $ 10,879,155 $ 7,648,055 Denominator: Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders, basic and diluted 7,195,529 5,310,483 Net loss per share attributable to common shareholders, basic and diluted $ (1.51) $ (1.44) |
Summary of outstanding potentially dilutive common shares equivalents were excluded from the computation of diluted net loss per share | September 30, 2022 2021 Options issued and outstanding under stock option plan 1,043,025 689,321 Warrants 1,458,496 1,560,588 Convertible debt — 1,166,667 Series 1 Convertible Preferred Shares 1,166,667 — Deferred share units 1,061 1,061 Total 3,669,249 3,417,637 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
DESCRIPTION OF BUSINESS | |||||
Net loss | $ (5,956,875) | $ (1,210,643) | $ (10,796,758) | $ (7,545,497) | |
Accumulated deficit | $ (72,987,959) | $ (72,987,959) | $ (62,191,201) |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended | |
Sep. 30, 2022 segment | Jun. 21, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Reverse share split ratio | 60 | 60 |
Segment Information | ||
Number of operating segment | 1 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets measured at fair value on a recurring basis (Details) - USD ($) | Sep. 30, 2022 | Jun. 19, 2022 | Dec. 31, 2021 |
Liabilities: | |||
Derivative liability | $ 2,741,058 | $ 5,379,878 | |
Warrant liability | $ 1,553,186 | 1,871,687 | |
Recurring | |||
Assets: | |||
Short-term investments | 30,539 | 33,248 | |
Total assets measured at fair value | 30,539 | 33,248 | |
Liabilities: | |||
Derivative liability | 5,379,878 | ||
Warrant liability | 1,553,186 | 1,871,687 | |
Total liabilities measured at fair value | 1,553,186 | 7,251,565 | |
Recurring | Level 1 | |||
Assets: | |||
Short-term investments | 30,539 | 33,248 | |
Total assets measured at fair value | 30,539 | 33,248 | |
Recurring | Level 3 | |||
Liabilities: | |||
Derivative liability | 5,379,878 | ||
Warrant liability | 1,553,186 | 1,871,687 | |
Total liabilities measured at fair value | $ 1,553,186 | $ 7,251,565 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional information (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | ||
Transfer of assets (liabilities) in and out of level 1 | $ 0 | $ 0 |
Transfer of assets (liabilities) in and out of level 2 | 0 | 0 |
Transfer of assets in and out of level 3 | 0 | 0 |
Transfer of liabilities in and out of level 3 | $ 0 | $ 0 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | ||
Upfront research payments | $ 85,675 | $ 554,878 |
Goods and services tax receivable | 60,711 | 48,690 |
Insurance | 700,344 | 32,853 |
Dues and subscriptions | 15,283 | |
Consultants | 9,958 | 69,915 |
License fee | 48,555 | 19,754 |
Deposits | 12,711 | 6,839 |
Deferred financing costs | 470,054 | |
Miscellaneous | 4,573 | 4,387 |
Total prepaid expenses and other current assets | $ 1,407,864 | $ 737,316 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Total property and equipment | $ 79,103 | $ 79,103 | $ 84,060 | ||
Less: accumulated depreciation | (78,315) | (78,315) | (79,389) | ||
Property and equipment, net | 788 | 788 | 4,671 | ||
Depreciation expense | 1,883 | $ 10,862 | 5,771 | $ 32,339 | |
Laboratory equipment | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Total property and equipment | 60,994 | 60,994 | 66,403 | ||
Computer equipment | |||||
Property, Plant and Equipment, Net, by Type [Abstract] | |||||
Total property and equipment | $ 18,109 | $ 18,109 | $ 17,657 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2012 CAD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
INTANGIBLE ASSETS | ||||||
Rights to certain patented technology acquired | $ 100,000 | |||||
Expected useful life | 15 years | |||||
Finite-Lived Intangible Assets, Net [Abstract] | ||||||
Intangible assets | $ 72,577 | $ 72,577 | $ 79,015 | |||
Less: accumulated amortization | (50,845) | (50,845) | (51,401) | |||
Intangible assets, net | 21,732 | 21,732 | $ 27,614 | |||
Amortization expense | 1,263 | $ 1,322 | 3,886 | $ 3,959 | ||
Estimated expected amortization expense | ||||||
2022 (Remaining six months period) | 1,211 | 1,211 | ||||
2023 | 4,842 | 4,842 | ||||
2024 | 4,842 | 4,842 | ||||
2025 | 4,842 | 4,842 | ||||
2026 | 4,842 | 4,842 | ||||
2027 | $ 1,153 | $ 1,153 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
ACCRUED LIABILITIES | ||
Legal | $ 212,161 | $ 171,777 |
Accounting | 42,544 | 123,026 |
Research and development | 869,975 | 106,845 |
Accrued interest | 54,398 | |
Other | 179,228 | 64,047 |
Accrued liabilities | $ 1,303,908 | $ 520,093 |
CONVERTIBLE DEBT (Details)
CONVERTIBLE DEBT (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jun. 30, 2022 USD ($) EquityInstruments | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) $ / shares | Jun. 19, 2022 USD ($) | Jun. 17, 2022 $ / shares | Jun. 16, 2022 $ / shares | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Derivative liability | $ 2,741,058 | $ 5,379,878 | ||||||
Fair value of Common Shares per share | $ / shares | $ 0.08 | |||||||
Derivative liability | ||||||||
Debt Instrument [Line Items] | ||||||||
Derivative liability at issuance | $ 3,432,558 | |||||||
Gain from change in fair value of derivative liability | $ 892,753 | $ 2,643,123 | ||||||
Volatility | ||||||||
Debt Instrument [Line Items] | ||||||||
Derivative liability, measurement input | 0.87 | |||||||
Risk-free interest rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Derivative liability, measurement input | 0.0294 | |||||||
Debt yield | ||||||||
Debt Instrument [Line Items] | ||||||||
Derivative liability, measurement input | 0.272 | |||||||
Debentures | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of debt | $ 3,567,442 | |||||||
Conversion price | $ / shares | $ 6 | $ 6 | ||||||
Debentures converted amount | $ 7,000,000 | |||||||
Number of Series 1 convertible preferred shares to be issued on conversion of debentures | EquityInstruments | 70,000,000 | |||||||
Cash payments to settle accrued interest | $ 17,069 | |||||||
Private placement | ||||||||
Debt Instrument [Line Items] | ||||||||
Issuance costs | 48,220 | |||||||
Private placement | Debentures | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of debt | 7,000,000 | |||||||
Issuance costs | $ 24,575 |
CONVERTIBLE DEBT - Extinguishme
CONVERTIBLE DEBT - Extinguishment of the convertible notes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 19, 2022 | Jun. 19, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Extinguishment of Debt [Line Items] | |||||
Derivative liability remeasured as of June 19, 2022 | $ 2,741,058 | $ 2,741,058 | $ 5,379,878 | ||
Gain on extinguishment of convertible debt and derivative liability | $ 1,307,421 | ||||
Amortization of debt discount | $ 247,046 | $ 241,558 | |||
Convertible notes | |||||
Extinguishment of Debt [Line Items] | |||||
Carrying value of convertible debt net of issuance costs and debt discount (includes amortization of debt discount of $117,212 from April 1, 2022 to June 19, 2022) | 4,166,363 | 4,166,363 | |||
Derivative liability remeasured as of June 19, 2022 | 2,741,058 | 2,741,058 | |||
Total liabilities extinguished on conversion | 6,907,421 | ||||
Fair value of Series 1 Convertible Preferred Shares recorded to additional paid-in-capital | 5,600,000 | ||||
Gain on extinguishment of convertible debt and derivative liability | $ 1,307,421 | ||||
Amortization of debt discount | $ 117,212 |
EQUITY (Details)
EQUITY (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
EQUITY | ||
Common shares, shares issued | 7,195,529 | 7,195,529 |
Common shares, shares outstanding | 7,195,529 | 7,195,529 |
Series S1 Convertible Preferred stock, Shares issued | 70,000,000 | 0 |
Series S1 Convertible Preferred stock, Shares outstanding | 70,000,000 | 0 |
Common shares, par value (in dollars per share) | $ 0 | $ 0 |
EQUITY - Future issuance (Detai
EQUITY - Future issuance (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
EQUITY | ||
Warrants | 1,458,496 | 1,560,588 |
Series 1 Convertible Preferred Shares | 1,166,667 | |
Convertible debt | 1,166,667 | |
Options issued and outstanding under stock option plan | 1,043,025 | 738,037 |
Deferred share units | 1,061 | 1,061 |
Common Shares available for grant under stock option plan | 396,080 | 281,798 |
Total Common Shares reserved for future issuance | 4,065,329 | 3,748,151 |
EQUITY - Rights of the common s
EQUITY - Rights of the common shares gross proceeds (Details) $ / shares in Units, $ in Millions | 9 Months Ended | |||
Sep. 30, 2022 USD ($) Vote $ / shares shares | Jun. 21, 2022 | Jun. 17, 2022 shares | Dec. 31, 2021 shares | |
EQUITY | ||||
Number of vote per share | Vote | 1 | |||
Series S1 Convertible Preferred stock, Shares authorized | shares | 70,000,000 | 70,000,000 | 70,000,000 | |
Liquidation preference per share | $ 6 | |||
Value divided to ascertain shares convertible | 0.10 | |||
Conversion Price | 0.10 | |||
Series S1 Convertible Preferred stock, conversion price per share after reverse stock split | $ 6 | |||
Reverse share split ratio | 60 | 60 | ||
Gross proceeds from sale of equity securities | $ | $ 30 |
EQUITY - Equity transactions (D
EQUITY - Equity transactions (Details) | 1 Months Ended | 9 Months Ended | |||
Aug. 31, 2021 USD ($) D $ / shares shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 $ / shares | Sep. 30, 2021 $ / shares | |
Class of Stock [Line Items] | |||||
Gross proceeds from issuance allocated to common shares | $ 15,867,936 | ||||
Gross proceeds from issuance allocated to common shares warrants | $ 2,739,221 | ||||
Share price | $ / shares | $ 5.84 | $ 6.24 | |||
Issuance costs allocated to the warrants | $ 444,558 | ||||
IPO | |||||
Class of Stock [Line Items] | |||||
Number of units issued | shares | 2,096,357 | ||||
Price per unit | $ / shares | $ 9.60 | ||||
Gross proceeds from offering | $ 20,125,000 | ||||
Issuance costs of units | $ 3,067,604 | ||||
Number of warrants per unit | shares | 0.25 | ||||
Number of common share per warrant | shares | 0.25 | ||||
Number of common share per unit | shares | 1 | ||||
Exercise price of warrant | $ / shares | $ 12.60 | ||||
Warrants exercisable term | 5 years | ||||
Term for acceleration of warrants | 30 days | ||||
Toronto Stock Exchange Trading Price | $ / shares | $ 37.80 | ||||
Number of Consecutive Trading Days | D | 10 | ||||
Risk-free interest rate | |||||
Class of Stock [Line Items] | |||||
Warrants, measurement input | 0.0084 | 0.0408 | |||
Volatility | |||||
Class of Stock [Line Items] | |||||
Warrants, measurement input | 0.956 | 0.892 | |||
Expected life | |||||
Class of Stock [Line Items] | |||||
Warrants, measurement input | 5 | 3.9 | |||
Warrants | |||||
Class of Stock [Line Items] | |||||
Price per unit | $ / shares | $ 9.60 | ||||
Number of warrants per unit | shares | 0.25 | ||||
Gross proceeds from issuance allocated to common shares | $ 15,868,381 | ||||
Issuance costs allocated to the common shares | 1,665,099 | ||||
Gross proceeds from issuance allocated to common shares warrants | $ 2,739,221 | ||||
Share price | $ / shares | $ 8.28 | ||||
Common share purchase warrants price | $ / shares | $ 1.32 | ||||
Outstanding balance of warrants | $ 1,553,186 |
EQUITY - Warrants liability (De
EQUITY - Warrants liability (Details) - Warrants - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the beginning | $ 1,871,687 | $ 0 |
Warrant liability at issuance | 2,739,221 | |
Change in fair value of the warrant liability | (326,741) | (840,555) |
Foreign exchange loss (gain) | 8,240 | (26,979) |
Balance at the end | $ 1,553,186 | $ 1,871,687 |
WARRANTS (Details)
WARRANTS (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Warrant or Right | ||
Number of Warrants | 1,458,496 | 1,560,588 |
Exercise Price 28.80 | April 2023 | ||
Class of Warrant or Right | ||
Exercise Price | $ 28.80 | |
Number of Warrants | 100,073 | |
Exercise Price 28.80 | January 2024 | ||
Class of Warrant or Right | ||
Exercise Price | $ 28.80 | |
Number of Warrants | 139,659 | |
Exercise Price 18.00 | June 2024 | ||
Class of Warrant or Right | ||
Exercise Price | $ 18 | |
Number of Warrants | 68,334 | |
Exercise Price 18.00 | November 2024 | ||
Class of Warrant or Right | ||
Exercise Price | $ 18 | |
Number of Warrants | 150,818 | |
Exercise Price 18.00 | December 2024 | ||
Class of Warrant or Right | ||
Exercise Price | $ 18 | |
Number of Warrants | 49,167 | |
Exercise Price 12.00 | November 2025 | ||
Class of Warrant or Right | ||
Exercise Price | $ 12 | |
Number of Warrants | 279,613 | |
Exercise Price USD 12.60 | August 2026 | ||
Class of Warrant or Right | ||
Exercise Price | $ 12.60 | |
Number of Warrants | 524,088 | |
Exercise Price USD 9.60 | August 2026 | ||
Class of Warrant or Right | ||
Exercise Price | $ 9.60 | |
Number of Warrants | 146,744 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - shares | 1 Months Ended | 9 Months Ended | |
Jun. 30, 2015 | Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award | |||
Common Shares available for grant under stock option plan | 396,080 | 281,798 | |
Stock Option Plan 2007 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award | |||
Options authorized as percentage of issued and outstanding common shares | 20% | ||
Expiration term | 10 years | ||
Common Shares available for grant under stock option plan | 396,080 | 281,798 |
SHARE-BASED COMPENSATION - Shar
SHARE-BASED COMPENSATION - Share options (Details) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 $ / shares | Sep. 30, 2022 CAD ($) shares | Sep. 30, 2021 CAD ($) | Dec. 31, 2021 CAD ($) shares | Sep. 30, 2022 CAD ($) shares | |
Number of Share Options | |||||
Outstanding at the beginning | 738,037 | ||||
Granted | 360,000 | ||||
Forfeited | (55,012) | ||||
Outstanding at the end | 1,043,025 | 738,037 | |||
Vested and exercisable at the end | 648,698 | ||||
Weighted Average Exercise Price Per Share | |||||
Outstanding at the beginning (in dollars per share) | $ / shares | $ 8.15 | ||||
Granted (in dollars per share) | $ / shares | 7.54 | ||||
Forfeited (in dollars per share) | $ / shares | 15.98 | ||||
Outstanding at the end (in dollars per share) | $ / shares | 7.53 | ||||
Vested and exercisable at the end (in dollars per share) | $ / shares | $ 7.32 | ||||
Weighted Average Remaining Contractual Term (years) and Aggregate Intrinsic Value | |||||
Outstanding at the beginning (in years) | 6 years 4 months 24 days | 5 years 1 month 6 days | |||
Outstanding at the end (in years) | 6 years 4 months 24 days | 5 years 1 month 6 days | |||
Vested and exercisable at the end (in years) | 4 years 4 months 24 days | ||||
Outstanding at the beginning (in dollars) | $ | $ 2,231,253 | ||||
Outstanding at the end (in dollars) | $ | 2,377,874 | $ 2,231,253 | |||
Vested and exercisable at the end (in dollars) | $ | $ 2,073,899 | ||||
Grant date fair value of share options granted | $ | $ 2,102,400 | $ 918,822 | |||
Number of options exercised | 0 |
SHARE-BASED COMPENSATION - Fair
SHARE-BASED COMPENSATION - Fair value of the share options granted (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Fair value of share options granted estimated using Black Scholes | ||
Weighted average fair value of Common Shares | $ 5.84 | $ 6.24 |
Expected volatility | 95.34% | 94.43% |
Risk-free interest rate | 2.71% | 0.81% |
Expected dividend yield | 0% | 0% |
Expected term (years) | 6 years | 4 years 1 month 6 days |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional information (Details) | Sep. 30, 2022 shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares authorized | 16,666 |
Number of shares per unit | 1 |
DSU plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of units outstanding | 1,061 |
SHARE-BASED COMPENSATION - Stat
SHARE-BASED COMPENSATION - Statements of operations and comprehensive loss (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 CAD ($) | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total share-based compensation | $ 108,584 | $ 189,629 | $ 348,861 | $ 397,480 | |
Unrecognized share-based compensation related to options outstanding | $ 2,382,998 | ||||
Unrecognized share-based compensation related to options outstanding expected to be recognized over weighted-average remaining service period | 3 years 4 months 24 days | ||||
Research and development | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total share-based compensation | 39,627 | 31,286 | $ 151,062 | 157,147 | |
General and administrative | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total share-based compensation | $ 68,957 | $ 158,343 | $ 197,799 | $ 240,333 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||
Payments made for consulting services | $ 409,268 | $ 233,115 |
Consulting services | ||
Related Party Transaction [Line Items] | ||
Payments made for consulting services | $ 320,247 | $ 193,916 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional information (Details) | 1 Months Ended | 9 Months Ended | ||||||||
Jan. 01, 2022 CAD ($) | Jan. 31, 2022 CAD ($) | Sep. 30, 2019 CAD ($) | Feb. 28, 2019 CAD ($) | Apr. 30, 2016 CAD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Nov. 30, 2021 CAD ($) | Jul. 31, 2018 CAD ($) | Mar. 31, 2018 CAD ($) | |
Related Party Transaction [Line Items] | ||||||||||
Term of agreement | 3 years | |||||||||
Funding commitment | $ 2,630,000 | $ 2,130,000 | $ 1,130,000 | $ 892,500 | ||||||
Additional term of agreement | 3 years | 1 year | 2 years | |||||||
Additional grant | $ 3,430,000 | $ 800,000 | ||||||||
Cost incurred | $ 409,268 | $ 233,115 | ||||||||
Collaborative research agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Funding commitment | $ 5,030,000 | $ 787,500 | ||||||||
Additional term of agreement | 2 years | |||||||||
Eugene Williams | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cost incurred | 225,000 | |||||||||
Accrued general and administrative consulting expenses | $ 7,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 1 Months Ended | ||||||||
Jan. 01, 2022 | Jan. 31, 2022 CAD ($) | Sep. 30, 2019 CAD ($) | Feb. 28, 2019 CAD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jul. 31, 2018 CAD ($) | Mar. 31, 2018 CAD ($) | Apr. 30, 2006 CAD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Accruals for royalty payments | $ 0 | ||||||||
Funding commitment | $ 2,630,000 | $ 2,130,000 | $ 1,130,000 | $ 892,500 | |||||
Additional term of agreement | 3 years | 1 year | 2 years | ||||||
UBC and the Vancouver Coastal Health Authority Agreement | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Funding commitment | $ 5,030,000 | ||||||||
Additional term of agreement | 2 years | ||||||||
UBC Agreement | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Accruals for royalty payments | 0 | ||||||||
University Health Network Agreement | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Accruals for royalty payments | $ 0 | $ 0 | |||||||
Maximum milestone payments | $ 635,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Leases (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | ||
Short-term lease payments | $ 49,854 | $ 15,909 |
Commitment for future payments under its lease agreements for the remainder of the year ended 2022 | $ 9,553 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net loss attributable to common shareholders | $ 10,879,155 | $ 7,648,055 | ||
Denominator: | ||||
Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders, basic | 7,195,529 | 5,919,485 | 7,195,529 | 5,310,483 |
Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders, diluted | 7,195,529 | 5,919,485 | 7,195,529 | 5,310,483 |
Net loss per share attributable to common shareholders, basic | $ (0.85) | $ (0.20) | $ (1.51) | $ (1.44) |
Net loss per share attributable to common shareholders, diluted | $ (0.85) | $ (0.20) | $ (1.51) | $ (1.44) |
NET LOSS PER SHARE - Outstandin
NET LOSS PER SHARE - Outstanding potentially dilutive common shares (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive common shares equivalents excluded from computation of diluted net loss per share for periods presented because including them would have been antidilutive | 3,669,249 | 3,417,637 |
Options issued and outstanding under stock option plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive common shares equivalents excluded from computation of diluted net loss per share for periods presented because including them would have been antidilutive | 1,043,025 | 689,321 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive common shares equivalents excluded from computation of diluted net loss per share for periods presented because including them would have been antidilutive | 1,458,496 | 1,560,588 |
Convertible debt | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive common shares equivalents excluded from computation of diluted net loss per share for periods presented because including them would have been antidilutive | 1,166,667 | |
Series 1 Convertible Preferred Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive common shares equivalents excluded from computation of diluted net loss per share for periods presented because including them would have been antidilutive | 1,166,667 | |
Deferred share units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive common shares equivalents excluded from computation of diluted net loss per share for periods presented because including them would have been antidilutive | 1,061 | 1,061 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent event - Private offering | 1 Months Ended |
Oct. 31, 2022 USD ($) $ / shares shares | |
Subsequent Event [Line Items] | |
Number of units issued during the period | 1,383,755 |
Unit price | $ / shares | $ 5.40 |
Gross proceeds from issuance | $ | $ 7,472,277 |
Number of common share per unit | 1 |
Number of warrants per unit | 0.25 |
Number of common share per warrant | 0.25 |
Exercise price of warrant | $ / shares | $ 7.50 |
Warrants exercisable term | 5 years |
Warrants commencement term after closing date of transaction | 6 months |
Compensation warrants | |
Subsequent Event [Line Items] | |
Exercise price of warrant | $ / shares | $ 6.10 |
Warrants exercisable term | 5 years |
Warrants commencement term after closing date of transaction | 6 months |
Amount paid to intermediaries related to sale of units | $ | $ 597,782 |
Number Of Warrants Issued | 69,188 |