Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Entity File Number | 001-41429 | |
Entity Registrant Name | PROMIS NEUROSCIENCES INC. | |
Entity Incorporation, State or Country Code | A6 | |
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 | Yes | |
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 | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 1,222,660 | $ 5,875,796 |
Short-term investments | 31,825 | 31,009 |
Prepaid expenses and other current assets | 224,739 | 996,682 |
Total current assets | 1,479,224 | 6,903,487 |
Property and equipment, net | 321 | |
Intangible assets, net | 18,844 | 20,838 |
Total assets | 1,498,068 | 6,924,646 |
Current liabilities: | ||
Accounts payable | 7,963,108 | 2,975,398 |
Accrued liabilities | 775,852 | 3,437,646 |
Total current liabilities | 8,738,960 | 6,413,044 |
Warrant liability | 1,287,400 | 1,859,374 |
Total liabilities | 10,026,360 | 8,272,418 |
Commitments and contingencies (Note 10) | ||
Shareholders' deficit: | ||
Additional paid-in capital | 79,367,762 | 79,101,061 |
Accumulated other comprehensive loss | (371,185) | (195,369) |
Accumulated deficit | (87,524,869) | (80,253,464) |
Total shareholders' deficit | (8,528,292) | (1,347,772) |
Total liabilities and shareholders' deficit | $ 1,498,068 | $ 6,924,646 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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 | 70,000,000 |
Series S1 Convertible Preferred Stock, Shares outstanding | 70,000,000 | 70,000,000 |
Common shares, par value (in dollars per share) | $ 0 | $ 0 |
Common shares, shares issued | 8,579,284 | 8,579,284 |
Common shares, shares outstanding | 8,579,284 | 8,579,284 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses: | ||||
Research and development | $ 1,005,715 | $ 3,229,584 | $ 4,515,967 | $ 5,132,416 |
General and administrative | 1,894,169 | 1,635,065 | 3,354,588 | 3,670,751 |
Total operating expenses | 2,899,884 | 4,864,649 | 7,870,555 | 8,803,167 |
Loss from operations | (2,899,884) | (4,864,649) | (7,870,555) | (8,803,167) |
Other income (expense): | ||||
Change in fair value of financial instruments | 606,214 | 930,193 | 564,549 | 2,910,865 |
Other interest expense | (49,182) | (49,182) | ||
Interest expense on convertible debt | (134,291) | (282,064) | ||
Gain on extinguishment of convertible debt and derivative liability | 1,307,421 | 1,307,421 | ||
Other income | 30,878 | 16,288 | 83,783 | 27,062 |
Total other income (expense), net | 587,910 | 2,119,611 | 599,150 | 3,963,284 |
Net loss | (2,311,974) | (2,745,038) | (7,271,405) | (4,839,883) |
Other comprehensive loss | ||||
Foreign currency translation adjustment | (171,462) | 1,636 | (175,816) | 49,477 |
Comprehensive loss | $ (2,483,436) | $ (2,743,402) | $ (7,447,221) | $ (4,790,406) |
Net loss per share, basic | $ (0.27) | $ (0.38) | $ (0.85) | $ (0.67) |
Net loss per share, diluted | $ (0.27) | $ (0.38) | $ (0.85) | $ (0.67) |
Weighted-average shares outstanding of common shares, basic | 8,579,284 | 7,195,529 | 8,579,284 | 7,195,529 |
Weighted-average shares outstanding of common shares, diluted | 8,579,284 | 7,195,529 | 8,579,284 | 7,195,529 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) | Series1 Convertible Preferred Shares | Common Shares | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
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 | |||||
Changes in Shareholders' Deficit | ||||||
Share-based compensation | 240,277 | 240,277 | ||||
Foreign currency translation | 49,477 | 49,477 | ||||
Net loss | (4,839,883) | (4,839,883) | ||||
Balance at the end at Jun. 30, 2022 | 73,879,455 | (138,442) | (67,031,084) | 6,709,929 | ||
Balance at the end (in shares) at Jun. 30, 2022 | 70,000,000 | 7,195,529 | ||||
Balance at the beginning at Mar. 31, 2022 | 68,164,043 | (140,078) | (64,286,046) | 3,737,919 | ||
Balance at the beginning (in shares) at Mar. 31, 2022 | 7,195,529 | |||||
Changes in Shareholders' Deficit | ||||||
Share-based compensation | 115,412 | 115,412 | ||||
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 | 1,636 | 1,636 | ||||
Net loss | (2,745,038) | (2,745,038) | ||||
Balance at the end at Jun. 30, 2022 | 73,879,455 | (138,442) | (67,031,084) | 6,709,929 | ||
Balance at the end (in shares) at Jun. 30, 2022 | 70,000,000 | 7,195,529 | ||||
Balance at the beginning at Dec. 31, 2022 | 79,101,061 | (195,369) | (80,253,464) | $ (1,347,772) | ||
Balance at the beginning (in shares) at Dec. 31, 2022 | 70,000,000 | 8,579,284 | 8,579,284 | |||
Changes in Shareholders' Deficit | ||||||
Share-based compensation | 266,701 | $ 266,701 | ||||
Foreign currency translation | (175,816) | (175,816) | ||||
Net loss | (7,271,405) | (7,271,405) | ||||
Balance at the end at Jun. 30, 2023 | 79,367,762 | (371,185) | (87,524,869) | $ (8,528,292) | ||
Balance at the end (in shares) at Jun. 30, 2023 | 70,000,000 | 8,579,284 | 8,579,284 | |||
Balance at the beginning at Mar. 31, 2023 | 79,233,571 | (199,723) | (85,212,895) | $ (6,179,047) | ||
Balance at the beginning (in shares) at Mar. 31, 2023 | 70,000,000 | 8,579,284 | ||||
Changes in Shareholders' Deficit | ||||||
Share-based compensation | 134,191 | 134,191 | ||||
Foreign currency translation | (171,462) | (171,462) | ||||
Net loss | (2,311,974) | (2,311,974) | ||||
Balance at the end at Jun. 30, 2023 | $ 79,367,762 | $ (371,185) | $ (87,524,869) | $ (8,528,292) | ||
Balance at the end (in shares) at Jun. 30, 2023 | 70,000,000 | 8,579,284 | 8,579,284 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (7,271,405) | $ (4,839,883) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 266,701 | 240,277 |
Foreign currency exchange loss (gain) | (44,883) | 251,033 |
Change in fair value of derivative liability | (2,643,123) | |
Change in fair value of warrant liability | (564,549) | (267,742) |
Depreciation of property and equipment | 322 | 3,887 |
Amortization of debt discount and issuance costs | 250,060 | |
Amortization of intangible assets | 2,471 | 2,622 |
Gain on extinguishment of convertible debt and derivative liability | (1,307,421) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 781,356 | (506,194) |
Accounts payable | 4,815,283 | 491,640 |
Accrued liabilities | (2,694,272) | 480,287 |
Net cash used in operating activities | (4,708,976) | (7,844,557) |
Cash flows from investing activities | ||
Purchase of property and equipment | (2,048) | |
Net cash used in investing activities | (2,048) | |
Effect of exchange rates on cash | 55,840 | (193,524) |
Net decrease in cash | (4,653,136) | (8,040,129) |
Cash at beginning of period | 5,875,796 | 16,943,905 |
Cash at end of period | 1,222,660 | 8,903,776 |
Noncash financing activities | ||
Conversion of convertible debt and derivative liability to Series 1 Convertible Preferred Shares | 5,600,000 | |
Supplemental disclosure of cash flow information | ||
Cash paid for interest on convertible debt | $ 70,000 | |
Cash paid for other interest | $ 49,182 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2023 | |
DESCRIPTION OF BUSINESS | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Business Description ProMIS Neurosciences Inc. (the “ Company ProMIS The Company is developing a pipeline of antibodies aimed at selectively targeting misfolded toxic forms of proteins that drive neurodegenerative diseases without interfering with the essential functions of the same properly folded proteins. The Company's product candidates are PMN310, PMN267, and PMN442. PMN267 is our second lead product candidate targeting ALS. It has been shown in preclinical studies to selectively recognize misfolded, cytoplasmic TDP 43 aggregates without interacting with normal TDP 43. Misfolded TDP 43 is believed to play an important role in the development of ALS. In light of research suggesting that misfolded toxic a-syn is a primary driver of disease in synucleinopathies such as MSA and Parkinson’s disease, our third lead product candidate, PMN442, has shown robust binding to pathogenic a-syn oligomers and seeding fibrils in preclinical studies, with negligible binding to a-syn monomers and physiologic tetramers which are required for normal neuronal function. The Company was incorporated on January 23, 2004 under the Canada Business Corporations Act (“ CBCA OBCA Continuance 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, the Company’s ability to fund these programs, or the Company’s ability to continue as a going concern. 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 $2.3 million and $7.3 million for the three and six months ended June 30, 2023, respectively, and an accumulated deficit of $87.5 million as of June 30, 2023. 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 and private 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 | 6 Months Ended |
Jun. 30, 2023 | |
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, 2022, which are included with the Company’s Annual Report on Form 10-K and related amendments filed with the United States Securities Exchange Commission (“ SEC ) Common stock issuance costs are incremental costs directly associated with an offering of securities. These costs typically include fees paid to bankers or underwriters, attorneys, accountants, as well as printers and other third parties. Prior to the effective date of an offering of equity securities, specific incremental costs directly attributable to a proposed or actual offering of securities may be deferred and charged against the gross proceeds of the offering. The Company capitalizes these deferred financing costs as prepaid expenses and other current assets in the accompanying unaudited interim condensed consolidated balance sheets until the completion of the offering, unless the offering is abandoned, at which time the deferred financing costs will be recognized in the unaudited condensed consolidated statements of operations. During the three and six months ended June 30, 2023, the Company recognized general and administrative expenses of $0.8 million related to abandoned offerings. 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, 2022 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. 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. As of June 30, 2023, 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 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 scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for the Company for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact adopting ASU 2020-06 will have on the Company’s consolidated financial statements and related disclosures. 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 | 6 Months Ended |
Jun. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 3. FAIR VALUE MEASUREMENTS The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022: As of June 30, 2023 Level 1 Level 2 Level 3 Total Assets: Short-term investments $ 31,825 $ — $ — $ 31,825 Total assets measured at fair value $ 31,825 $ — $ — $ 31,825 Liabilities: Warrant liability $ — $ — $ 1,287,400 $ 1,287,400 Total liabilities measured at fair value $ — $ — $ 1,287,400 $ 1,287,400 As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Short-term investments $ 31,009 $ — $ — $ 31,009 Total assets measured at fair value $ 31,009 $ — $ — $ 31,009 Liabilities: Warrant liability $ — $ — $ 1,859,374 $ 1,859,374 Total liabilities measured at fair value $ — $ — $ 1,859,374 $ 1,859,374 No transfers between levels have occurred in either reporting period presented. Refer to Note 7 below for disclosures related to the warrant liability. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
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: June 30, December 31, 2023 2022 Upfront research payments $ 70,529 $ 346,015 Goods and services tax receivable 46,252 71,626 Insurance 4,760 471,088 Dues and subscriptions 43,159 7,926 Consultants 21,182 56,797 License fee 9,534 25,700 Deposits 13,233 12,907 Deferred financing costs 12,705 — Miscellaneous 3,385 4,623 Total prepaid expenses and other current assets $ 224,739 $ 996,682 |
ACCRUED LIABILITIES AND ACCOUNT
ACCRUED LIABILITIES AND ACCOUNTS PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
ACCRUED LIABILITIES AND ACCOUNTS PAYABLE | |
ACCRUED LIABILITIES AND ACCOUNTS PAYABLE | 5. ACCRUED LIABILITIES AND ACCOUNTS PAYABLE Accrued liabilities consist of the following: June 30, December 31, 2023 2022 Legal $ 61,346 $ — Accounting 113,923 73,970 Research and development 604,563 3,185,346 Other (3,980) 178,330 Accrued liabilities $ 775,852 $ 3,437,646 Accounts payable are current obligations due to vendors. In May 2023, the Company entered into an agreement with a vendor which gives the option to defer payment on approximately $5.3 million of current accounts payable and accrued liabilities until March 31, 2024. The outstanding balance of invoices due to the vendor will accrue interest at an annual rate of 5.5%, which will be paid monthly. The Company may repay the outstanding balance at any time. |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
EQUITY | |
EQUITY | 6. EQUITY The Company has authorized an unlimited number of both Common and Preferred Shares, issuable in series, and 70 million Series 1 Convertible Preferred Shares. As of June 30, 2023 and December 31, 2022, the Company had 8,579,284 issued and outstanding Common Shares and 70,000,000 issued and outstanding Series 1 Convertible Preferred Shares. The Common Shares and Series 1 Convertible Preferred Shares have no par value. Common Shares reserved for future issuance consists of the following: June 30, December 31, 2023 2022 Warrants 1,773,549 1,873,622 Series 1 Convertible Preferred Shares 1,166,667 1,166,667 Options issued and outstanding under stock option plan 1,041,492 1,043,025 Deferred Share Units 1,061 1,061 Common Shares available for grant under stock option plan 397,613 396,080 Total Common Shares reserved for future issuance 4,380,382 4,480,455 The preferences, privileges and 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. As of June 30, 2023, the Company has raised approximately $7.4 million. 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 $20,125,000. Each Common Share unit consisted of one Common Share and one 2021 accelerated warrants The 2021 accelerated warrants are accounted for as a warrant liability since the exercise price is in US$ while the Company’s functional currency is C$. Due to the existence of the acceleration option, the Company determined it was appropriate to fair value the warrants using a Monte Carlo Simulation model (“ Monte Carlo accelerated warrants was calculated using a Monte Carlo model with the following parameters: risk free interest rate of 4.37%; annual volatility of 85.0%; and expected life of 3.15 years. The fair value of the 2021 accelerated warrants at June 30, 2023 was approximately $599,000. 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 $7,472,278. Each Common Share unit consisted of one Common Share and one 2022 warrants The 2022 warrants are accounted for as a warrant liability since the exercise price is in US$ while the Company’s functional currency is C$. The Company determined it was appropriate to fair value the warrants using Black-Scholes. As of June 30, 2023, the fair value of the 2022 warrants was calculated using Black-Scholes with the following parameters: risk free interest rate of 4.26%; annual volatility of 85.0%; and expected life of 4.3 years. The fair value of the 2022 warrants as of June 30, 2023 was approximately $688,400. A summary of warrant activity for the six-month period ended June 30, 2023 is as follows: June 30, 2023 Balance at December 31, 2022 $ 1,859,374 Change in fair value of the warrant liability (564,549) Foreign exchange loss (7,425) Balance at June 30, 2023 $ 1,287,400 December 31, 2022 Balance at December 31, 2021 $ 1,871,687 October 2022 PIPE warrant liability at issuance 1,520,401 Change in fair value of the warrant liability (1,533,644) Foreign exchange loss 930 Balance at December 31, 2022 $ 1,859,374 |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2023 | |
WARRANTS | |
WARRANTS | 7. WARRANTS As of June 30, 2023, 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 28.80 139,659 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 USD 12.60 524,088 August 2026 USD 9.60 146,744 August 2026 USD 7.50 345,938 April 2028 USD 6.10 69,188 April 2028 1,773,549 In April 2023, 100,073 warrants with an exercise price of C$28.80 expired without being exercised. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2023 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | 8. SHARE-BASED COMPENSATION 2015 Stock Option Plan The Company maintains the 2015 Stock Option Plan ( “2015 Option Plan” The following table summarizes the share options outstanding under the 2015 Option Plan for the six months ended June 30, 2023. All amounts are denominated in C$, except year and share amounts: Weighted Weighted Average Average Remaining Number of Exercise Contractual Aggregate Share Price Per Term Intrinsic Options Share (years) Value Outstanding as of December 31, 2022 1,043,025 $ 7.53 6.1 $ 1,183,860 Expired (1,533) 11.77 — 2,196 Outstanding as of June 30, 2023 1,041,492 7.53 5.6 781,449 Vested and exercisable as of June 30, 2023 696,625 $ 7.40 4.0 $ 781,449 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 when the exercise price is below fair value. There were no options exercised 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 Six Months Ended June 30, June 30, 2023 2022 2023 2022 Research and development $ 39,109 $ 38,473 $ 78,018 $ 100,579 General and administrative 95,082 78,470 188,683 139,698 Total share-based compensation $ 134,191 $ 116,943 $ 266,701 $ 240,277 As of June 30, 2023, there was C$1,835,060 of unrecognized share-based compensation related to options outstanding, which is expected to be recognized over weighted-average remaining service period of 2.8 years. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS UBC Collaborative Research Agreement In April 2016, the Company entered into a collaborative research agreement (“ CRA UBC |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 10. 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 June 30, 2023, 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 January 2022, extending the agreement through 2025. Refer to Note 9 Related Party Transactions. 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. The Company made annual license payments of C$25,000 during the three months ended March 31, 2023 and 2022. Through June 30, 2023, 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. The UHN License Agreement calls for certain customary payments such as milestone payments, buyout payments and payment to UHN between a half of one percent to a low single digit royalty on revenues. The aggregate amount of all potential milestone and buyout payments under the UHN License Agreement (excluding royalty payments) is C$3,325,000. The Company did not make any payments under the agreement to UHN pursuant to the terms of the UHN License Agreement during the six months ended June 30, 2023 and 2022. As of June 30, 2023, no accruals for any 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. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | 11. NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders: Six Months Ended June 30, 2023 2022 Numerator: Net loss attributable to common shareholders $ (7,271,405) $ (4,839,883) Denominator: Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders, basic and diluted 8,579,284 7,195,529 Net loss per share attributable to common shareholders, basic and diluted $ 0.85 $ 0.67 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: June 30, 2023 2022 Options issued and outstanding under stock option plan 1,041,492 738,037 Warrants 1,773,549 1,560,688 Series 1 Convertible Preferred Shares 1,166,667 1,166,667 Deferred Share Units 1,061 1,061 Total 3,982,769 3,466,453 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS On July 13, 2023, the Company continued its existence from a corporation incorporated under the CBCA into the Province of Ontario under the Business Corporations Act (Ontario) (the “ OBCA ”) (the “ Continuance ”). The Continuance was approved by the Company’s shareholders at the Company’s 2023 Annual Meeting of Shareholders held on June 29, 2023. In July 2023, the Company announced and completed the voluntarily delisting from TSX to consolidate its shares on Nasdaq. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2022, which are included with the Company’s Annual Report on Form 10-K and related amendments filed with the United States Securities Exchange Commission (“ SEC ) Common stock issuance costs are incremental costs directly associated with an offering of securities. These costs typically include fees paid to bankers or underwriters, attorneys, accountants, as well as printers and other third parties. Prior to the effective date of an offering of equity securities, specific incremental costs directly attributable to a proposed or actual offering of securities may be deferred and charged against the gross proceeds of the offering. The Company capitalizes these deferred financing costs as prepaid expenses and other current assets in the accompanying unaudited interim condensed consolidated balance sheets until the completion of the offering, unless the offering is abandoned, at which time the deferred financing costs will be recognized in the unaudited condensed consolidated statements of operations. During the three and six months ended June 30, 2023, the Company recognized general and administrative expenses of $0.8 million related to abandoned offerings. 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, 2022 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. |
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. As of June 30, 2023, 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 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 scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for the Company for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact adopting ASU 2020-06 will have on the Company’s consolidated financial statements and related disclosures. 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) | 6 Months Ended |
Jun. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
Summary of major categories of assets and liabilities measured at fair value on a recurring basis | As of June 30, 2023 Level 1 Level 2 Level 3 Total Assets: Short-term investments $ 31,825 $ — $ — $ 31,825 Total assets measured at fair value $ 31,825 $ — $ — $ 31,825 Liabilities: Warrant liability $ — $ — $ 1,287,400 $ 1,287,400 Total liabilities measured at fair value $ — $ — $ 1,287,400 $ 1,287,400 As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Short-term investments $ 31,009 $ — $ — $ 31,009 Total assets measured at fair value $ 31,009 $ — $ — $ 31,009 Liabilities: Warrant liability $ — $ — $ 1,859,374 $ 1,859,374 Total liabilities measured at fair value $ — $ — $ 1,859,374 $ 1,859,374 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |
Summary of prepaid expenses and other current assets | June 30, December 31, 2023 2022 Upfront research payments $ 70,529 $ 346,015 Goods and services tax receivable 46,252 71,626 Insurance 4,760 471,088 Dues and subscriptions 43,159 7,926 Consultants 21,182 56,797 License fee 9,534 25,700 Deposits 13,233 12,907 Deferred financing costs 12,705 — Miscellaneous 3,385 4,623 Total prepaid expenses and other current assets $ 224,739 $ 996,682 |
ACCRUED LIABILITIES AND ACCOU_2
ACCRUED LIABILITIES AND ACCOUNTS PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
ACCRUED LIABILITIES AND ACCOUNTS PAYABLE | |
Summary of accrued liabilities | June 30, December 31, 2023 2022 Legal $ 61,346 $ — Accounting 113,923 73,970 Research and development 604,563 3,185,346 Other (3,980) 178,330 Accrued liabilities $ 775,852 $ 3,437,646 |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
EQUITY | |
Summary of common shares reserved for future issuance | June 30, December 31, 2023 2022 Warrants 1,773,549 1,873,622 Series 1 Convertible Preferred Shares 1,166,667 1,166,667 Options issued and outstanding under stock option plan 1,041,492 1,043,025 Deferred Share Units 1,061 1,061 Common Shares available for grant under stock option plan 397,613 396,080 Total Common Shares reserved for future issuance 4,380,382 4,480,455 |
Summary of fair value of the warrant liability | June 30, 2023 Balance at December 31, 2022 $ 1,859,374 Change in fair value of the warrant liability (564,549) Foreign exchange loss (7,425) Balance at June 30, 2023 $ 1,287,400 December 31, 2022 Balance at December 31, 2021 $ 1,871,687 October 2022 PIPE warrant liability at issuance 1,520,401 Change in fair value of the warrant liability (1,533,644) Foreign exchange loss 930 Balance at December 31, 2022 $ 1,859,374 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
WARRANTS | |
Summary of outstanding common share warrants and exercise prices | Exercise Number of Price $ Warrants Expiry date 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 USD 12.60 524,088 August 2026 USD 9.60 146,744 August 2026 USD 7.50 345,938 April 2028 USD 6.10 69,188 April 2028 1,773,549 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
SHARE-BASED COMPENSATION | |
Summary of the activity of share options | Weighted Weighted Average Average Remaining Number of Exercise Contractual Aggregate Share Price Per Term Intrinsic Options Share (years) Value Outstanding as of December 31, 2022 1,043,025 $ 7.53 6.1 $ 1,183,860 Expired (1,533) 11.77 — 2,196 Outstanding as of June 30, 2023 1,041,492 7.53 5.6 781,449 Vested and exercisable as of June 30, 2023 696,625 $ 7.40 4.0 $ 781,449 |
Summary of total share-based compensation | Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Research and development $ 39,109 $ 38,473 $ 78,018 $ 100,579 General and administrative 95,082 78,470 188,683 139,698 Total share-based compensation $ 134,191 $ 116,943 $ 266,701 $ 240,277 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
NET LOSS PER SHARE | |
Summary of computation of basic and diluted net loss per share attributable to common shareholders | Six Months Ended June 30, 2023 2022 Numerator: Net loss attributable to common shareholders $ (7,271,405) $ (4,839,883) Denominator: Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders, basic and diluted 8,579,284 7,195,529 Net loss per share attributable to common shareholders, basic and diluted $ 0.85 $ 0.67 |
Summary of outstanding potentially dilutive common shares equivalents were excluded from the computation of diluted net loss per share | June 30, 2023 2022 Options issued and outstanding under stock option plan 1,041,492 738,037 Warrants 1,773,549 1,560,688 Series 1 Convertible Preferred Shares 1,166,667 1,166,667 Deferred Share Units 1,061 1,061 Total 3,982,769 3,466,453 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
DESCRIPTION OF BUSINESS | |||||
Net loss | $ (2,311,974) | $ (2,745,038) | $ (7,271,405) | $ (4,839,883) | |
Accumulated deficit | $ (87,524,869) | $ (87,524,869) | $ (80,253,464) |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) segment | |
Segment Information | |
General and administrative expenses related to abandoned offerings | $ | $ 0.8 |
Number of operating segment | segment | 1 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets measured at fair value on a recurring basis (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Warrant liability | $ 1,287,400 | $ 1,859,374 |
Recurring | ||
Assets: | ||
Short-term investments | 31,825 | 31,009 |
Total assets measured at fair value | 31,825 | 31,009 |
Liabilities: | ||
Warrant liability | 1,287,400 | 1,859,374 |
Total liabilities measured at fair value | 1,287,400 | 1,859,374 |
Recurring | Level 1 | ||
Assets: | ||
Short-term investments | 31,825 | 31,009 |
Total assets measured at fair value | 31,825 | 31,009 |
Recurring | Level 3 | ||
Liabilities: | ||
Warrant liability | 1,287,400 | 1,859,374 |
Total liabilities measured at fair value | $ 1,287,400 | $ 1,859,374 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional information (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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 ($) | Jun. 30, 2023 | Dec. 31, 2022 |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | ||
Upfront research payments | $ 70,529 | $ 346,015 |
Goods and services tax receivable | 46,252 | 71,626 |
Insurance | 4,760 | 471,088 |
Dues and subscriptions | 43,159 | 7,926 |
Consultants | 21,182 | 56,797 |
License fee | 9,534 | 25,700 |
Deposits | 13,233 | 12,907 |
Deferred financing costs | 12,705 | |
Miscellaneous | 3,385 | 4,623 |
Total prepaid expenses and other current assets | $ 224,739 | $ 996,682 |
ACCRUED LIABILITIES AND ACCOU_3
ACCRUED LIABILITIES AND ACCOUNTS PAYABLE (Details) - USD ($) | 1 Months Ended | ||
May 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Legal | $ 61,346 | ||
Accounting | 113,923 | $ 73,970 | |
Research and development | 604,563 | 3,185,346 | |
Other | (3,980) | (178,330) | |
Other | 3,980 | 178,330 | |
Accrued liabilities | $ 775,852 | $ 3,437,646 | |
Agreement with Vendor | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Current accounts payable and accrued liabilities | $ 5,300,000 | ||
Percentage accrue interest at an annual rate | 5.50% |
EQUITY (Details)
EQUITY (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 17, 2022 |
EQUITY | |||
Series S1 convertible preferred stock, shares authorized | 70,000,000 | 70,000,000 | 70,000,000 |
Common shares, shares issued | 8,579,284 | 8,579,284 | |
Common shares, shares outstanding | 8,579,284 | 8,579,284 | |
Series S1 Convertible Preferred Stock, Shares issued | 70,000,000 | 70,000,000 | |
Series S1 Convertible Preferred Stock, Shares outstanding | 70,000,000 | 70,000,000 | |
Common shares, par value (in dollars per share) | $ 0 | $ 0 |
EQUITY - Future issuance (Detai
EQUITY - Future issuance (Details) - shares | Jun. 30, 2023 | Dec. 31, 2022 |
EQUITY | ||
Warrants | 1,773,549 | 1,873,622 |
Series 1 Convertible Preferred Shares | 1,166,667 | 1,166,667 |
Options issued and outstanding under stock option plan | 1,041,492 | 1,043,025 |
Deferred Share Units | 1,061 | 1,061 |
Common Shares available for grant under stock option plan | 397,613 | 396,080 |
Total Common Shares reserved for future issuance | 4,380,382 | 4,480,455 |
EQUITY - Rights of the common s
EQUITY - Rights of the common shares gross proceeds (Details) $ / shares in Units, $ in Millions | 6 Months Ended | ||
Jun. 30, 2023 USD ($) Vote $ / shares shares | Dec. 31, 2022 shares | Jun. 17, 2022 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 | ||
Mandatory Conversion Preferred Stock, value, outstanding | $ | $ 30 | ||
Gross proceeds from sale of equity securities | $ | $ 7.4 |
EQUITY - Equity transactions (D
EQUITY - Equity transactions (Details) | 1 Months Ended | ||
Oct. 31, 2022 USD ($) $ / shares shares | Aug. 31, 2021 USD ($) D $ / shares shares | Jun. 30, 2023 USD ($) Y | |
IPO | |||
Class of Stock [Line Items] | |||
Number of units issued | 2,096,357 | ||
Price per unit | $ / shares | $ 9.60 | ||
Gross proceeds from offering | $ | $ 20,125,000 | ||
Number of warrants per unit | 0.25 | ||
Number of common share per warrant | 1 | ||
Number of common share per unit | 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 | ||
Private offering | |||
Class of Stock [Line Items] | |||
Number of units issued | 1,383,755 | ||
Price per unit | $ / shares | $ 5.40 | ||
Gross proceeds from offering | $ | $ 7,472,278 | ||
Number of warrants per unit | 0.25 | ||
Number of common share per warrant | 1 | ||
Number of common share per unit | 1 | ||
Exercise price of warrant | $ / shares | $ 7.50 | ||
Warrants exercisable term | 5 years | ||
Risk-free interest rate | |||
Class of Stock [Line Items] | |||
Warrants, measurement input | 0.0426 | ||
Volatility | |||
Class of Stock [Line Items] | |||
Warrants, measurement input | 0.850 | ||
Expected life | |||
Class of Stock [Line Items] | |||
Warrants, measurement input | Y | 4.3 | ||
Warrants | |||
Class of Stock [Line Items] | |||
Outstanding balance of warrants | $ | $ 688,400 | ||
Accelerated Warrant | |||
Class of Stock [Line Items] | |||
Outstanding balance of warrants | $ | $ 599,000 | ||
Accelerated Warrant | Risk-free interest rate | |||
Class of Stock [Line Items] | |||
Warrants, measurement input | 0.0437 | ||
Accelerated Warrant | Volatility | |||
Class of Stock [Line Items] | |||
Warrants, measurement input | 0.850 | ||
Accelerated Warrant | Expected life | |||
Class of Stock [Line Items] | |||
Warrants, measurement input | Y | 3.15 |
EQUITY - Warrants liability (De
EQUITY - Warrants liability (Details) - Warrants - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the beginning | $ 1,859,374 | $ 1,871,687 |
October 2022 PIPE warrant liability at issuance | 1,520,401 | |
Change in fair value of the warrant liability | (564,549) | (1,533,644) |
Foreign exchange loss | (7,425) | 930 |
Balance at the end | $ 1,287,400 | $ 1,859,374 |
WARRANTS (Details)
WARRANTS (Details) | 1 Months Ended | |||
Apr. 30, 2023 $ / shares shares | Jun. 30, 2023 $ / shares shares | Jun. 30, 2023 $ / shares shares | Dec. 31, 2022 shares | |
Class of Warrant or Right | ||||
Number of Warrants | 1,773,549 | 1,773,549 | 1,873,622 | |
Exercise Price 28.80 | ||||
Class of Warrant or Right | ||||
Exercise Price | $ / shares | $ 28.80 | |||
Warrants Expired | 100,073 | |||
Exercise Price 28.80 | January 2024 | ||||
Class of Warrant or Right | ||||
Exercise Price | $ / shares | $ 28.80 | |||
Number of Warrants | 139,659 | 139,659 | ||
Exercise Price 18.00 | June 2024 | ||||
Class of Warrant or Right | ||||
Exercise Price | $ / shares | $ 18 | |||
Number of Warrants | 68,334 | 68,334 | ||
Exercise Price 18.00 | November 2024 | ||||
Class of Warrant or Right | ||||
Exercise Price | $ / shares | $ 18 | |||
Number of Warrants | 150,818 | 150,818 | ||
Exercise Price 18.00 | December 2024 | ||||
Class of Warrant or Right | ||||
Exercise Price | $ / shares | $ 18 | |||
Number of Warrants | 49,167 | 49,167 | ||
Exercise Price 12.00 | November 2025 | ||||
Class of Warrant or Right | ||||
Exercise Price | $ / shares | $ 12 | |||
Number of Warrants | 279,613 | 279,613 | ||
Exercise Price USD 12.60 | August 2026 | ||||
Class of Warrant or Right | ||||
Exercise Price | $ / shares | $ 12.60 | |||
Number of Warrants | 524,088 | 524,088 | ||
Exercise Price USD 9.60 | August 2026 | ||||
Class of Warrant or Right | ||||
Exercise Price | $ / shares | $ 9.60 | |||
Number of Warrants | 146,744 | 146,744 | ||
Exercise Price USD 7.50 | April 2028 | ||||
Class of Warrant or Right | ||||
Exercise Price | $ / shares | $ 7.50 | |||
Number of Warrants | 345,938 | 345,938 | ||
Exercise Price USD 6.10 | April 2028 | ||||
Class of Warrant or Right | ||||
Exercise Price | $ / shares | $ 6.10 | |||
Number of Warrants | 69,188 | 69,188 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - shares | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award | |||
Common Shares available for grant under stock option plan | 397,613 | 396,080 | |
Stock Option Plan 2015 | |||
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 | 397,613 | 396,080 |
SHARE-BASED COMPENSATION - Shar
SHARE-BASED COMPENSATION - Share options (Details) - CAD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Number of Share Options | ||
Outstanding at the beginning | 1,043,025 | |
Expired | (1,533) | |
Outstanding at the end | 1,041,492 | 1,043,025 |
Vested and exercisable at the end | 696,625 | |
Weighted Average Exercise Price Per Share | ||
Outstanding at the beginning (in dollars per share) | $ 7.53 | |
Expired (in dollars per share) | 11.77 | |
Outstanding at the end (in dollars per share) | 7.53 | $ 7.53 |
Vested and exercisable at the end (in dollars per share) | $ 7.40 | |
Weighted Average Remaining Contractual Term (years) and Aggregate Intrinsic Value | ||
Outstanding at the beginning (in years) | 5 years 7 months 6 days | 6 years 1 month 6 days |
Outstanding at the end (in years) | 5 years 7 months 6 days | 6 years 1 month 6 days |
Vested and exercisable at the end (in years) | 4 years | |
Outstanding at the beginning (in dollars) | $ 1,183,860 | |
Expired | 2,196 | |
Outstanding at the end (in dollars) | 781,449 | $ 1,183,860 |
Vested and exercisable at the end (in dollars) | $ 781,449 | |
Granted | 0 | |
Number of options exercised | 0 |
SHARE-BASED COMPENSATION - Stat
SHARE-BASED COMPENSATION - Statements of operations and comprehensive loss (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 CAD ($) | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total share-based compensation | $ 134,191 | $ 116,943 | $ 266,701 | $ 240,277 | |
Unrecognized share-based compensation related to options outstanding | $ 1,835,060 | ||||
Unrecognized share-based compensation related to options outstanding expected to be recognized over weighted-average remaining service period | 2 years 9 months 18 days | ||||
Research and development | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total share-based compensation | 39,109 | 38,473 | $ 78,018 | 100,579 | |
General and administrative | |||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Total share-based compensation | $ 95,082 | $ 78,470 | $ 188,683 | $ 139,698 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 1 Months Ended | 6 Months Ended | |||
Jan. 01, 2022 | Jan. 31, 2022 CAD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Apr. 30, 2016 CAD ($) | |
Related Party Transaction [Line Items] | |||||
Cost incurred | $ 296,590 | $ 255,339 | |||
Cash payments to related parties | $ 296,590 | $ 0 | |||
Collaborative research agreement | |||||
Related Party Transaction [Line Items] | |||||
Funding commitment | $ 5,030,000 | $ 787,500 | |||
Additional term of agreement | 3 years | 3 years |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 1 Months Ended | 3 Months Ended | |||
Apr. 30, 2006 CAD ($) | Apr. 30, 2016 | Mar. 31, 2023 CAD ($) | Mar. 31, 2022 CAD ($) | Jun. 30, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Accruals for royalty payments | $ 0 | ||||
Term of agreement | 3 years | ||||
UBC Agreement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Accruals for royalty payments | 0 | ||||
Payments of annual license | $ 25,000 | $ 25,000 | |||
University Health Network Agreement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Accruals for royalty payments | $ 0 | ||||
Percentage of royalty on revenue | 1% | ||||
Maximum milestone payments | $ 3,325,000 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Numerator: | |||||
Net loss attributable to common shareholders | $ (7,271,405) | $ (4,839,883) | |||
Denominator: | |||||
Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders, basic | 8,579,284 | 7,195,529 | 8,579,284 | 7,195,529 | 7,195,529 |
Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders, diluted | 8,579,284 | 7,195,529 | 8,579,284 | 7,195,529 | |
Net loss per share attributable to common shareholders, basic | $ (0.27) | $ (0.38) | $ (0.85) | $ (0.67) | $ (0.67) |
Net loss per share attributable to common shareholders, diluted | $ (0.27) | $ (0.38) | $ (0.85) | $ (0.67) |
NET LOSS PER SHARE - Outstandin
NET LOSS PER SHARE - Outstanding potentially dilutive common shares (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
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 | 3,982,769 | 3,466,453 |
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 | 1,041,492 | 738,037 |
Warrants | ||
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 | 1,773,549 | 1,560,688 |
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 | 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) - 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 offering | $ | $ 7,472,278 |
Number Of Common Share Per Unit | 1 |
Number of warrants per unit | 0.25 |
Number of common share per warrant | 1 |
Exercise price of warrant | $ / shares | $ 7.50 |
Warrants exercisable term | 5 years |