Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 28, 2024 | Mar. 25, 2024 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Securities Act 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
Document Financial Statement Error Correction [Flag] | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 29.7 | ||
Entity Common Stock, Shares Outstanding | 18,961,116 | ||
Auditor Name | Baker Tilly US, LLP | ||
Auditor Location | Tewksbury, Massachusetts | ||
Auditor Firm ID | 23 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001374339 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 12,598,146 | $ 5,875,796 |
Short-term investments | 32,358 | 31,009 |
Prepaid expenses and other current assets | 988,641 | 996,682 |
Total current assets | 13,619,145 | 6,903,487 |
Property and equipment, net | 321 | |
Intangible assets, net | 20,838 | |
Total assets | 13,619,145 | 6,924,646 |
Current liabilities: | ||
Accounts payable | 7,843,136 | 2,975,398 |
Accrued liabilities | 1,506,526 | 3,437,646 |
Total current liabilities | 9,349,662 | 6,413,044 |
Share-based compensation liability | 422,002 | |
Warrant liability | 94,185 | 1,859,374 |
Total liabilities | 9,865,849 | 8,272,418 |
Commitments and contingencies (Note 16) | ||
Shareholders' equity (deficit): | ||
Additional paid-in capital | 97,590,426 | 79,101,061 |
Accumulated other comprehensive loss | (371,184) | (195,369) |
Accumulated deficit | (93,465,946) | (80,253,464) |
Total shareholders' (deficit) equity | 3,753,296 | (1,347,772) |
Total liabilities and shareholders' (deficit) equity | 13,619,145 | 6,924,646 |
Series 1 Preferred Shares [Member] | ||
Shareholders' equity (deficit): | ||
Convertible preferred stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Convertible Preferred stock, Par value | $ 0 | |
Common shares, par value | $ 0 | $ 0 |
Common shares, shares issued | 18,885,254 | 8,579,284 |
Common shares, shares outstanding | 18,885,254 | 8,579,284 |
Series 1 Preferred Shares | ||
Convertible Preferred stock, Par value | $ 0 | $ 0 |
Convertible Preferred stock, Shares authorized | 70,000,000 | 70,000,000 |
Convertible Preferred stock, Shares issued | 0 | 70,000,000 |
Convertible Preferred stock, Shares outstanding | 0 | 70,000,000 |
Series 2 Preferred Shares | ||
Convertible Preferred stock, Par value | $ 0 | $ 0 |
Convertible Preferred stock, Shares issued | 1,166,667 | 0 |
Convertible Preferred stock, Shares outstanding | 1,166,667 | 0 |
Common shares, unlimited shares authorized | Unlimited | Unlimited |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 7,883,165 | $ 16,087,168 |
General and administrative | 6,379,568 | 7,292,744 |
Total operating expenses | 14,262,733 | 23,379,912 |
Loss from operations | (14,262,733) | (23,379,912) |
Other income (expense): | ||
Change in fair value of financial instruments | 866,738 | 4,176,767 |
Other interest expense | (201,390) | |
Interest expense on convertible debt | (282,064) | |
Gain on extinguishment of convertible debt and derivative liability | 1,307,421 | |
Other income | 384,903 | 115,525 |
Total other income (expense), net | 1,050,251 | 5,317,649 |
Net loss | (13,212,482) | (18,062,263) |
Other comprehensive loss | ||
Foreign currency translation adjustment | (7,450) | |
Comprehensive loss | $ (13,212,482) | $ (18,069,713) |
Net loss per share, basic | $ (1.07) | $ (2.41) |
Net loss per share, diluted | $ (1.07) | $ (2.41) |
Weighted-average shares outstanding of common shares, basic | 12,292,707 | 7,502,609 |
Weighted-average shares outstanding of common shares, diluted | 12,292,707 | 7,502,609 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Deficit) | Preferred Shares Series 1 Preferred Shares shares | Preferred Shares Series 2 Preferred Shares shares | Common Shares August 2023 PIPE Financing shares | Common Shares shares | Additional Paid-in Capital August 2023 PIPE Financing USD ($) | Additional Paid-in Capital USD ($) | Accumulated other Comprehensive Income (Loss) USD ($) | Accumulated Deficit USD ($) | August 2023 PIPE Financing USD ($) | USD ($) shares | CAD ($) shares |
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 | shares | 7,195,529 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of common shares, net of issuance costs | 4,974,253 | 4,974,253 | |||||||||
Issuance of common shares, net of issuance costs (in shares) | shares | 1,383,755 | ||||||||||
Share-based compensation | 487,630 | 487,630 | |||||||||
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) | shares | 70,000,000 | ||||||||||
Foreign currency translation | (7,450) | (7,450) | |||||||||
Net Income (Loss) | (18,062,263) | (18,062,263) | |||||||||
Balance at the end at Dec. 31, 2022 | 79,101,061 | (195,369) | (80,253,464) | $ (1,347,772) | |||||||
Balance at the end (in shares) at Dec. 31, 2022 | shares | 70,000,000 | 8,579,284 | 8,579,284 | 8,579,284 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercise of warrants | 3,600 | $ 3,600 | |||||||||
Exercise of warrants (in shares) | shares | 360,001 | ||||||||||
Reclassification of USD denominated warrants from warrant liability to additional paid-in capital due to change in functional currency | 1,287,400 | 1,287,400 | |||||||||
Issuance of common shares, net of issuance costs | $ 17,745,200 | $ 17,745,200 | |||||||||
Issuance of common shares, net of issuance costs (in shares) | shares | 9,945,969 | ||||||||||
Share-based compensation | 271,542 | 271,542 | |||||||||
Reclassification of CAD equity-classified stock options to share-based compensation liability due to change in functional currency | (1,435,912) | (1,435,912) | |||||||||
Reclassification of CAD denominated warrants from additional paid-in capital to warrant liability due to change in functional currency | (396,375) | (396,375) | |||||||||
Re-measurement of liability-classified CAD stock options as of December 31, 2023 | 1,013,910 | 1,013,910 | $ 681,308 | ||||||||
Exchange of Series 1 Convertible Preferred Shares for Series 2 Convertible Preferred Shares | shares | (70,000,000) | 1,166,667 | |||||||||
Foreign currency translation | (175,815) | (175,815) | |||||||||
Net Income (Loss) | (13,212,482) | (13,212,482) | |||||||||
Balance at the end at Dec. 31, 2023 | $ 97,590,426 | $ (371,184) | $ (93,465,946) | $ 3,753,296 | |||||||
Balance at the end (in shares) at Dec. 31, 2023 | shares | 1,166,667 | 18,885,254 | 18,885,254 | 18,885,254 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Deficit) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Consolidated Statements of Shareholders' Equity (Deficit) | ||
Net of issuance costs | $ 2,738,558 | $ 977,624 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (13,212,482) | $ (18,062,263) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 271,542 | 487,630 |
Foreign currency exchange (gain) loss | (1,817) | 305,407 |
Change in fair value of derivative liability | (2,550,877) | |
Change in fair value of warrant liability | (866,738) | (1,561,987) |
Depreciation of property and equipment | 321 | 6,144 |
Amortization of debt discount and issuance costs | 241,854 | |
Amortization of intangible assets | 20,838 | 5,072 |
Gain on extinguishment of convertible debt and derivative liability | (1,307,421) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (187,321) | (318,747) |
Accounts payable | 4,963,218 | 2,675,693 |
Accrued liabilities | (1,831,237) | 3,045,612 |
Net cash used in operating activities | (10,843,676) | (17,033,883) |
Cash flows from investing activities | ||
Purchase of short-term investments | (32,358) | (31,009) |
Maturity of short-term investment | 31,009 | 31,009 |
Purchase of property and equipment | (1,981) | |
Net cash used in investing activities | (1,349) | (1,981) |
Cash flows from financing activities | ||
Proceeds from issuance of Common Shares from October 2022 PIPE, net of issuance costs | 4,974,253 | |
Proceeds from issuance of warrants from October 2022 PIPE | 1,520,401 | |
Proceeds from issuance of common shares, pre-funded warrants and accompanying common warrants from August 2023 PIPE, net of issuance costs | 17,745,200 | |
Proceeds from exercise of pre-funded warrants | 3,600 | |
Net cash provided by financing activities | 17,748,800 | 6,494,654 |
Effect of exchange rates on cash | (181,425) | (526,899) |
Net decrease in cash | 6,722,350 | (11,068,109) |
Cash at beginning of year | 5,875,796 | 16,943,905 |
Cash at end of year | 12,598,146 | 5,875,796 |
Noncash financing activities | ||
Conversion of convertible debt and derivative liability to Series 1 Convertible Preferred Shares | 5,600,000 | |
Deferred share issuance costs related to January 2024 ATM Offering included in accounts payable and accrued liabilities as of December 31, 2023 | 195,362 | |
Fair value of noncash compensation warrants issued to placement agents in the October 2022 and August 2023 PIPEs | 466,658 | 317,000 |
Reclassification of historical CAD denominated warrants from equity to liability | (396,375) | |
Reclassification of historical USD warrants from liability to equity | 1,287,400 | |
Decrease in share-based compensation liability on CAD denominated share options reducing additional paid-in-capital | 681,308 | |
Cash paid for interest on convertible debt | $ 87,069 | |
Cash paid for other interest | $ 201,390 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
DESCRIPTION OF BUSINESS | |
DESCRIPTION OF BUSINESS | 1. 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. The lead product candidate is PMN310, a monoclonal antibody designed to treat AD by selectively targeting toxic, misfolded oligomers of amyloid-beta. 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 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. To date, the Company has not generated revenues from its activities. The Company had a net loss of $13,212,482 for the year ended December 31, 2023 and an accumulated deficit of $93,465,946 as of December 31, 2023 and negative cash flows from operations. 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 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 expects 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 | 12 Months Ended |
Dec. 31, 2023 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“ GAAP ASC ASU FASB 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 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 consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the accrual for research and development expenses, the valuation of warrant liabilities and embedded derivative liabilities. Actual results could differ from those estimates, and such differences could be material to the 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 and Functional Currency The Company determines its functional currency as the currency of the primary economic environment in which the Company operates. To determine the primary economic environment, the Company considers salient economic factors, including cash flow indicators, expense indicators and financing indicators. Functional currency is a matter of fact, not a policy election and the Company will only reevaluate its functional currency if there is a significant change in facts and circumstances. Prior to July 1, 2023, the Company’s functional currency was the Canadian dollar (“ C$ US$ Following the Company’s voluntary delisting from the Toronto Stock Exchange in July 2023, the Company determined there was a significant change in its facts and circumstances, and completed a reassessment of its functional currency. The Company determined that, as of July 1, 2023, the Company’s functional currency had changed from the C$ to the US$. The Company analysis included various factors, including: the Company’s cash flows and expenses denominated primarily in US$, the primary market for the Company’s Common Shares trading in US$ and a majority ownership by U.S. shareholders from financings denominated in US$. The change in functional currency was accounted for prospectively from July 1, 2023 and consolidated financial statements prior to and including the period ended June 30, 2023 were not restated for the change in functional currency. For periods commencing July 1, 2023, monetary assets and liabilities denominated in foreign currencies are translated into US$ using exchange rates in effect at the end of the reporting period. Opening balances related to non-monetary assets and liabilities are based on prior period translated amounts, and non-monetary assets acquired, and non-monetary liabilities incurred after July 1, 2023 are translated at the approximate exchange rate prevailing at the date of the transaction. Revenue and expense transactions are translated at the approximate exchange rate in effect at the time of the transaction. Foreign exchange gains and losses are included in the consolidated statement of operations and comprehensive loss within operating expenses. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of December 31, 2023 and 2022, the Company did not have any material cash equivalents. Short-term Investments Short-term investments consist of guaranteed certificates of deposit with a maturity greater than 90 days and up to one year at the time of purchase. Accordingly, all short-term investments are classified as current assets in the accompanying consolidated balance sheets. The short-term investment is being held as collateral for the Company’s credit cards. Concentration of Credit Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash and short-term investments. Cash is deposited in checking and money market accounts at accredited financial institutions, which at times, may exceed federally insured limits. The short-term investment is deposited in a guaranteed certificate of deposit with an accredited financial institution that guarantees 100% of the original amount invested. Management believes that these financial institutions are financially sound, and, accordingly, minimal credit risk exists with respect to these high-quality financial institutions. As of December 31, 2023, the Company has not experienced any losses on its cash or short-term investments as a result of credit risk. Fair Value Measurements FASB ASC 820, Fair Value Measurements and Disclosures, “ASC 820” ● Level 1 – Observable inputs, such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. ● Level 2 – Inputs (other than Level 1 quoted prices) are either directly or indirectly observable inputs for similar assets or liabilities. These include quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s warrant liabilities and share-based compensation liability were classified as Level 3 financial instruments for the years ended December 31, 2023 and 2022. The carrying amounts of prepaid and other current assets, short-term investments, accounts payable, and accrued expenses are generally considered to be representative of their fair value based on the short-term nature of these financial instruments. Impairment of Long-lived Assets The Company evaluates its long-lived assets, which consist of property and equipment and definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. No material impairments have been identified as of each of December 31, 2023 and 2022. Property and Equipment Property and equipment, net are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset. Laboratory and equipment are depreciated over two two Intangible Assets Definite-lived intangible assets are stated at cost less accumulated amortization and any accumulated impairment losses. An intangible asset’s carrying amount is assessed for impairment whenever there is an indication that the asset may be impaired. The Company’s definite-lived intangible assets consist of acquired rights and patents. Intangible assets are amortized on a straight-line basis over the lesser of the life of the intangible asset or its estimated useful life, which is 15 years. The Company did not have any material intangible assets as of December 31, 2023. Derivative Liability The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging Distinguishing Liabilities from Equity Collaboration Arrangements The Company may enter into collaboration arrangements with pharmaceutical and biotechnology partners. The Company analyzes its collaboration arrangements to assess whether they are within the scope of FASB ASC 808, Collaborative Arrangements, “ASC 808” Research and Development, General and Administrative Expenses General and administrative expenses consist primarily of personnel costs including salary, bonus, employee-benefits and share-based compensation, costs incurred in development and protection of intellectual property, professional service fees, and other general overhead and facility costs, including rent, depreciation and amortization, which relate to the Company’s general and administrative functions. Research and Development Expenses Research and development expenses consist primarily of costs incurred in connection with the development and research of the Company’s platform technology, as well as discovery program expenses. The Company expenses research and development costs as incurred. These expenses include: ● employee-related expenses, including salaries, related benefits and share-based compensation expense, for employees engaged in research and development functions; ● external research and development expenses incurred under arrangements with third parties, such as contract research organizations (“ CROs ”), and consultants; ● the cost of acquiring, developing, and manufacturing clinical study materials; and ● Costs associated with preclinical and clinical activities and regulatory operations. Prepaid and Accrued Research and Development Expenses Substantial portions of the Company’s pre-clinical development, manufacturing and clinical trials are performed by third-party laboratories, medical centers, CROs and other vendors. These vendors generally bill monthly for services performed, or bill based upon milestone achievement. For preclinical and clinical studies, the Company accrues expenses based upon estimated percentage of work completed and the remaining contract milestones. At times, the Company is obligated to make upfront payments upon execution of research and development agreements. Upfront payments, including nonrefundable amounts, for goods or services that will be used or rendered for future research and development activities are capitalized as prepaid expenses until such goods are delivered or the related services are performed. The Company estimates the period over which such services will be performed based on the terms of the agreements as well as the level of effort to be expended in each period. Sometimes the actual timing of performance or the level of effort varies from the estimate, and if that does occur, the Company will adjust the amounts recorded accordingly. Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. Warrants The Company issues warrants on its common shares in connection with financings as well as for compensation of intermediaries and advisors. The Company accounts for warrants as either equity instruments or as liabilities depending on the specific terms of the warrant agreements in accordance with FASB ASC Topic 815, Derivatives and Hedging Distinguishing Liabilities from Equity Debt Issuance Costs Debt issuance costs are specifically identifiable costs associated with issuance of a new debt instrument. Debt issuance costs are reported on the consolidated balance sheet as a direct deduction from the face amount of the related debt. Debt issuance costs are amortized to interest expense using the effective interest method over the term of the related debt. Share-based Compensation Share-based compensation expense related to share awards granted to employees, directors and non-employees is recognized based on the grant-date estimated fair values of the awards using the Black- Scholes option pricing model (“ Black-Scholes Black Scholes requires a number of assumptions, of which the most significant are expected volatility, expected option term (the time from the grant date until the options are exercised or expire) and risk-free rate. Expected volatility is determined using the historical volatility for the Company. The risk-free interest rate is based on the yield of Canadian government bonds with a remaining term equal to the expected life of the option for C$ options and based on the yield of U.S. government treasury bonds for US$ options. Expected dividend yield is zero because the Company has never paid cash dividends on common shares and the Company does not expect to pay cash dividends in the foreseeable future. Awards of options that provide for an exercise price that is not denominated in: (a) the currency of a market in which a substantial portion of the Company's equity securities trades in, (b) the currency in which the employee's pay is denominated, or (c) the Company's functional currency, are required to be classified as liabilities. The change in the Company’s functional currency, effective July 1, 2023, resulted in the reclassification of outstanding stock options that were previously denominated in C$ from equity-classified to liability-classified options (see Note 8), which are accounted for as a share option modification in accordance with FASB’s ASC 718 – Compensation – Stock Compensation (“ ASC 718 ”). Under ASC 718, when an award is reclassified from equity to liability, if at the reclassification date the original vesting conditions are expected to be satisfied, then the minimum amount of compensation cost to be recognized is based on the grant date fair value of the original award. Fair value changes below this minimum amount are recorded in additional paid-in capital. For each reporting period after the modification date, the stock option liability is adjusted so that it equals the portion of the requisite service provided multiplied by the modified award’s fair value at the end of the reporting period. Increases in the fair value of the liability in excess of the minimum grant date compensation cost described above are recognized as share-based compensation in operating expenses in the consolidated statement of operations and comprehensive loss. Share Issuance Costs Common share 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 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 consolidated statements of operations and comprehensive loss. During the year ended December 31, 2023, the Company recognized general and administrative expenses of $0.8 million related to abandoned offerings and had deferred financing costs of $0.2 million related to the Company’s at-the-market offering in prepaid expenses and other current assets on the consolidated balance sheet as of December 31, 2023. Income Taxes The Company is a taxable entity under the Income Tax Act (Canada). Deferred income tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the respective income tax bases of assets and liabilities, measured using substantively enacted income tax rates and laws that are expected to be in effect when the differences are expected to reverse. Deferred tax assets are recognized to the extent it is more likely than not that taxable income will be available against which the deferred tax asset can be utilized. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company follows the provisions of ASC 740-10, Uncertainty in Income Taxes ASC 740-10 not Basic and Diluted Net Loss Per Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during each period. Diluted net loss per share of common shares includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, share options and warrants, which would result in the issuance of incremental shares of common shares. For diluted net loss per share, the weighted-average number of common shares is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. For all periods presented, basic and diluted net loss per share are the same, as any additional share equivalents would be anti-dilutive. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share. Both basic and diluted net loss per share calculations include financial instruments that allow for the purchase of common shares issuable for little to no consideration, including pre-funded warrants. 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 Recently Issued 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 which the premiums are recorded as additional paid-in capital. ASU 2020-06 also amends the guidance for the derivatives 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 does not expect adopting ASU 2020-06 will have a material impact on the Company’s consolidated financial statements and related disclosures as it does not have any outstanding debt as of December 31, 2023. 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. In 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 3. The following are the major categories of assets measured at fair value on a recurring basis as of December 31, 2023 and 2022: As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Short-term investments $ 32,358 $ — $ — $ 32,358 Total assets measured at fair value $ 32,358 $ — $ — $ 32,358 Liabilities: Share-based compensation liability $ — $ — $ 422,002 $ 422,002 Warrant liability $ — $ — $ 94,185 $ 94,185 Total liabilities measured at fair value $ — $ — $ 516,187 $ 516,187 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: Share-based compensation liability $ — $ — $ — $ — 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. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 4. Prepaid expenses and other current assets consist of the following: December 31, 2023 2022 Upfront research payments $ 146,851 $ 346,015 Goods and services tax receivable 20,485 71,626 Accrued interest receivable 58,152 — Insurance 482,297 471,088 Dues and subscriptions 12,529 7,926 Consultants 21,535 56,797 License fee 30,472 25,700 Deposits 14,161 12,907 Deferred financing costs 195,632 — Miscellaneous 6,527 4,623 Total prepaid expenses and other current assets $ 988,641 $ 996,682 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 5. Accrued liabilities consist of the following: December 31, 2023 2022 Legal $ 66,254 $ — Deferred financing costs 99,883 — Accounting 101,528 73,970 Research and development 691,908 3,185,346 Severance 518,704 — Other 28,249 178,330 Accrued liabilities $ 1,506,526 $ 3,437,646 In May 2023, the Company entered into an agreement with a vendor which gives the option to defer payment on approximately $5.4 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 is paid monthly. The Company may repay the outstanding balance at any time. As of December 31, 2023, the amount outstanding under the agreement recorded in accounts payable was $5.7 million. As of December 31, 2022, the Company amounts outstanding to the vendor were $1.3 million and $2.7 million in accounts payable and accrued liabilities, respectively. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 12 Months Ended |
Dec. 31, 2023 | |
CONVERTIBLE DEBT | |
CONVERTIBLE DEBT | 6. In March 2021, the Company completed a $7.0 million private placement of convertible debentures (the “Debentures”). The Company allocated $3,567,442 of proceeds to the Debenture. The Company incurred $48,220 of issuance costs in connection with the private placement of which $24,575 was allocated to the Debentures and amortized over the life of the Debenture. The Debentures were convertible into Common Shares at the option of the holder at any time and from time to time at a conversion price of $6.00 following the Reverse Share Split and accrued interest at 1% per annum, which was payable annually. At the Company’s election, accrued interest was payable in in cash or Common Shares (such number of shares determined by dividing the interest due by the 5-day VWAP of the Common Shares). The Debentures were originally scheduled to mature on March 22, 2026. The Company recognized $0 and $241,854 of interest expense relating to the amortization of the debt discount related to the derivative liability and issuance costs allocated to the Debentures during the years December 31, 2023 and 2022, respectively. The conversion feature was recognized as a derivative liability recorded as a discount to the Debenture, adjusted to fair value each reporting period and recorded in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2021. In June 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 7, 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 date of conversion. The derivative liability at June 19, 2022 was valued at $2,741,058 using a scenario-based valuation method under the Monte Carlo simulation model, volatility of 87%, a risk-free interest rate of 2.94% and a selected debt yield of 27.2%. Following the remeasurement of the derivative liability the Company recognized a total gain on the change in fair value of the derivative liability of $2,643,123 during the year ended December 31, 2022. The extinguishment of the convertible notes was accounted for as follows: June 19, 2022 Carrying value of convertible debt net of issuance costs and debt discount $ 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. The summary of activity for derivative liability for the year ended December 31, 2022 consists of the following: December 31, 2022 Balance at December 31, 2021 $ 5,379,878 Change in fair value of the derivative liability (2,643,123) Foreign exchange loss 4,303 Gain on extinguishment of the derivative liability (2,741,058) Balance at December 31, 2022 $ — There was no debt or related derivative liability during the year ended December 31, 2023. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
EQUITY | |
EQUITY | 7. EQUITY The Company has authorized an unlimited number of both Common and Preferred shares. As of December 31, 2023 and 2022, the Company had 18,885,254 and 8,579,284 issued and outstanding Common Shares, 0 and 70,000,000 issued and outstanding Series 1 Convertible Preferred Shares, and 1,166,667 and 0 issued and outstanding Series 2 Convertible Preferred Shares, respectively. All share classes have no par value. Common Shares reserved for future issuance consists of the following: December 31, 2023 2022 Warrants 13,595,987 1,873,622 Series 1 Convertible Preferred Shares — 1,166,667 Series 2 Convertible Preferred Shares 1,166,667 — Options issued and outstanding under stock option plan 898,262 1,043,025 Deferred Share Units 1,061 1,061 Common Shares available for grant under stock option plan 471,843 396,080 Total Common Shares reserved for future issuance 16,133,820 4,480,455 Common Shares 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 In June 2022, the directors of the Company authorized the issuance of 70,000,000 Series 1 Convertible Preferred Shares (“ Series 1 Shares 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 Series 1 Shares shall receive a dividend on each outstanding share of Series 1 Shares in an amount equal to that dividend per share of the Series 1 Shares 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 Series 1 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 Series 1 Shares, the holders of the Series 1 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 Series 1 Shares do not confer any voting rights or privileges. Redemption The Series 1 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 Series 1 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 Series 1 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 cumulative gross proceeds to the Company. As of the exchange date for the Series 2 Convertible Preferred Shares, described below, the remaining conversion threshold was approximately $2.0M, which was subsequently raised to $14M as described below. Series 2 Convertible Preferred Shares In November 2023, the directors of the Company authorized the issuance of an unlimited number of Series 2 Convertible Preferred Shares (“ Series 2 Shares The Series 2 Shares carry the same rights and privileges as the Series 1 Shares, except the mandatory conversion threshold was increased as described below. The Company treated the exchange for Series 2 Shares as a modification of the Series 1 Shares and determined there was no material difference in fair value between the Series 2 Shares and the Series 1 Shares, and as such no deemed dividend was recognized in the consolidated financial statements as a result of the exchange. The Series 2 Shares have 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 Series 2 Shares shall receive a dividend on each outstanding share of Series 2 Shares 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 Series 2 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 Series 2 Shares, the holders of the Series 2 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 Series 2 Shares do not confer any voting rights or privileges. Redemption The Series 2 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 Series 2 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, at ratio of 1 Series 2 Share into 1 Common Share. Mandatory Conversion All outstanding Series 2 Shares shall automatically convert into Common Shares, at the effective conversion rate upon the closing of one singular financing, including a financing with multiple tranches in which any subsequent tranches are closed within 18 months of the initial closing, which financing results in at least single sale, executable in one or more tranches, of equity securities resulting in at least $14.0 million of cumulative 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 $2,109,657 of cash issuance costs in conjunction with the public offering. Each Common Share unit consisted of one Common Share and one 2021 accelerated warrants The Common Share warrants were accounted for as a warrant liability since the exercise price is in US$ while the Company’s functional currency in 2021 was C$. As of December 31, 2022, the fair value of the 2021 accelerated warrants was calculated using the Monte Carlo model with the following parameters: risk free interest rate of 4.14%; annual volatility of 87.5%; and expected life of 3.65 years. The balance at December 31, 2022 was approximately $931,000. 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. The Company incurred $1,227,357 of cash issuance costs in conjunction with the public offering. Each Common Share unit consisted of one Common Share and one 2022 warrants one The Company determined the allocation of the $5.40 Unit issue price to the Common Shares and the one As of December 31, 2022, the fair value of the 2022 warrants was calculated using the Black Scholes model with the following parameters: risk free interest rate of 4.00%; annual volatility of 86.0%; and expected life of 4.8 years. The balance at December 31, 2022 was approximately $928,500. Following the change in functional currency effective July 1, 2023, the Company reassessed the classification of its historical US$ and C$ denominated warrants in accordance with the Company’s accounting policy for warrants. As a result of the reassessment, the Company determined that 870,026 US$ warrants to purchase Common Shares, originally issued in financing transactions in 2021 and 2022, previously classified as warrant liabilities met the criteria under ASC 815-40 for permanent equity classification. The fair value of US$ warrants of $1,287,400, calculated using a Black Scholes calculation as of June 30, 2023, was reclassified from warrant liability to additional paid-in-capital in the accompanying consolidated financial statements. The fair value of the US$ warrants represented the entirety of the Company’s warrant liability as of June 30, 2023. The US$ warrants will not be re-measured prospectively. As result of the reassessment the Company determined that 687,591 C$ warrants, originally issued in financing transactions between 2018 and 2020, which were previously classified in permanent equity no longer met the criteria for equity classification. The C$ warrants were remeasured as of July 1, 2023. The C$ warrants have exercise prices between C$12.00 and C$28.80 and expire between January 2024 and November 2025. The Company measured the fair value of the C$ warrants on July 1, 2023 using a Black Scholes calculation and the resulting fair value of $396,375 was recorded as a reclassification from additional paid-in-capital to warrant liability. The C$ warrant liability was subsequently re-measured at December 31, 2023 to a fair value of $94,185, with the change in fair value of $302,190 reported in other income in the accompanying consolidated statement of operations and comprehensive loss. The weighted-average values of the significant assumptions used in the Black Scholes valuation of the C$ warrants as of July 1, 2023 included historical volatility of 84.6%, a risk-free rate of 4.54%, exercise price of C$12.80 and an expected term of 2.3 years. The weighted-average values of the significant assumptions used in the Black Scholes valuation of the C$ warrants as of December 31, 2023 included volatility of 131.5%, a risk-free rate of 3.88%, exercise price of C$10.80 and an expected term of 1.7 years. A summary of warrant liability activity for the years ended December 31, 2023 and 2022 is as follows: December 31, 2023 Balance at December 31, 2022 $ 1,859,374 Change in fair value of US$ warrant liability (564,548) Foreign exchange loss (7,426) Fair value of US$ warrant liability as of June 30, 2023 1,287,400 Fair value of previously liability-classified US$ warrants reclassified to additional paid-in-capital as of July 1, 2023 (1,287,400) Fair value of previously equity-classified C$ warrants reclassified to warrant liability as of July 1, 2023 396,375 Change in fair value of C$ warrant liability (302,190) Balance at December 31, 2023 $ 94,185 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 Related to the sale of the units in October 2022, the Company paid certain intermediaries $597,780 and issued 69,188 compensation warrants. The compensation warrants are exercisable at any time for five years beginning six months from the issuance date at an exercise price of $6.10 and do not have an acceleration clause. The compensation warrants have been issued as consideration for services provided by the intermediaries. The Company used Black Scholes to determine the fair value of the compensation warrants at the issuance date, which were recorded as equity instruments. The fair value of $317,000 has a net zero impact to additional paid-in capital. Significant assumptions used in Black Scholes included risk free interest rate of 4.10%; historical volatility of 94.0%; and a 5.0 year expiry. In August 2023, through a private placement (“ August 2023 PIPE The Company determined the Pre-Funded Warrants and Common Warrants both met the permanent equity criteria classification. The Pre-Funded Warrants and Common Warrants are classified as a component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the Common Shares with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of common shares upon exercise. In addition, the Pre-Funded Warrants and Common Warrants do not provide any guarantee of value or return. The Company used a Black Scholes calculation to determine the fair value of the Common Warrants at issuance and allocated a share of the net proceeds based on the relative fair value of the Common Warrants. Net proceeds allocated to the Common Warrants were $7,972,736, with the remaining net proceeds of $9,772,464 allocated to the Common Shares. The aggregate net proceeds of the transaction are recorded in additional paid-in-capital. The Company also issued 327,020 compensation warrants to purchase Common Shares as compensation to a placement agent as part of the August 2023 PIPE. The compensation warrants have an exercise price of $1.75 and expire in February 2029. The Company used a Black Scholes calculation to determine the fair value of the compensation warrants at the issuance date. The fair value of $466,658 of issuance costs are recorded in additional-paid-in capital, which results in a net zero impact to additional paid-in-capital and issuance costs. Significant assumptions used in the Black Scholes calculation included risk free interest rate of 4.36%; historical volatility of 107.3%; and a 5.5-year expiry. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
WARRANTS | |
WARRANTS | 8. As of December 31, 2023, outstanding Common Share warrants and exercise prices denominated in C$ 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 USD 0.01 594,724 None USD 1.75 11,227,714 February 2029 13,595,987 In April 2023, 100,073 warrants with an exercise price of C$28.80 expired without being exercised. 360,000 pre-funded warrants were exercised for an equivalent number of common shares for net proceeds of $3,600 during the year ended December 31, 2023. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | 9. 2015 Stock Option Plan The Company maintains the 2015 Stock Option Plan ( “2015 Option Plan” Canadian Dollar Share Options Share options under the 2015 Option Plan are granted in either US$ or C$. Upon the change in the Company’s functional currency, effective July 1, 2023, C$ share options previously classified as equity were reclassified as liabilities. On July 1, 2023, these options had a fair value of $1,768,515, which was recorded as share-based compensation liability, of which $1,435,912 was reclassified from additional paid-in-capital and the remainder of $332,602 was recorded as additional share-based compensation expense. The C$ options were re-measured as of December 31, 2023 and had a fair value of $442,002, resulting in a decrease in fair value of $1,013,910 during the year ended December 31, 2023, of which $332,602 was reduced from share-based compensation expense in the Company’s consolidated statement of operations and comprehensive loss, with the remaining reduction of $681,308 applied to additional paid-in-capital. The following table summarizes the activity of the C$ share options under the 2015 Option Plan for the years ended December 31, 2023 and 2022. All amounts are denominated in Canadian dollars, 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 January 1, 2022 738,037 $ 8.40 5.1 $ 2,231,293 Granted 360,000 7.54 Forfeited (55,012) 15.98 Outstanding as of December 31, 2022 1,043,025 $ 5.60 6.1 $ 1,183,860 Granted — — Forfeited (143,230) 7.10 Expired (1,533) 15.76 Outstanding as of December 31, 2023 898,262 7.58 6.5 — Vested and exercisable as of December 31, 2023 792,965 $ 7.46 6.5 $ — The aggregate intrinsic value of options outstanding, exercisable, 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. There were no C$ share options granted during the year ended December 31, 2023. The following table summarizes the weighted average of significant assumptions used to calculate the fair value of C$ share options outstanding and exercisable as of July 1, 2023 and December 31, 2023: Period Ended December 31, July 1, 2023 2023 Weighted average fair value of C$ Options C$ 1.30 C$ 2.54 Expected volatility 116.3 % 83.3 % Risk-free interest rate 4.04 % 4.30 % Expected dividend yield — % — % Expected term (years) 6.5 6.8 Expected volatility is based on historical volatility of the Company’s Common Shares over the expected life of the option, as the Company’s options are not readily tradable. US Dollar Share Options The Company began making share option grants denominated in US$ following the Company’s change in functional currency in July 2023. During the year ended December 31, 2023, the Company granted 69,000 share options with a grant date fair value of $105,790 and there were no options exercised or forfeited The fair value of the US$ share options granted was estimated using Black Scholes with the following assumptions: Year Ended December 31, 2023 Weighted average fair value of US$ Options $ 1.53 Expected volatility 101.9 % Risk-free interest rate 4.77 % Expected dividend yield — % Expected term (years) 6.1 DSU Plan The Company has a Deferred Share Unit plan (“ DSU Plan S hare-based Payment Expense The following table summarizes total share-based compensation for both the C$ and US$ share options included in the Company’s accompanying consolidated statements of operations and comprehensive loss: Year Ended December 31, 2023 2022 Research and development $ 80,825 $ 297,933 General and administrative 190,717 189,697 Total share-based compensation $ 271,542 $ 487,630 Total share-based compensation expense for C$ and US$ denominated share options was $266,701 and $4,841, respectively, for the year ended December 31, 2023. As of December 31, 2023, there was $100,948 of unrecognized share-based compensation related to US$ options outstanding, which is expected to be recognized over a weighted-average remaining service period of 3.8 years. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
INCOME TAXES | |
INCOME TAXES | 10. As of December 31, 2023 and 2022, the net deferred tax assets have not been recognized in the accompanying consolidated financial statements. A valuation allowance is recognized to reduce the deferred tax asset as it is more likely than not that a tax benefit will not be realized. The following are the significant components of the Company’s deferred taxes as of December 31: 2023 2022 Non-capital losses carried forward $ 21,151,000 $ 17,614,000 Research and development expenditures 3,246,000 3,346,000 Investment tax credits 2,088,000 2,152,000 Tax value of technology rights and property and equipment in excess of accounting basis 221,000 250,000 Share issue costs 1,019,000 656,000 Total deferred income tax assets 27,725,000 24,018,000 Valuation allowance (27,725,000) (24,018,000) Net deferred income tax assets $ — $ — As of December 31, 2023, the Company has available research and development expenditure credits for income tax purposes of approximately $12,248,000, which may be carried forward without expiration to reduce future taxable income. As of December 31, 2023, the Company has non-capital income tax loss carry-forwards of approximately $79,816,000 available to reduce future income for income tax purposes. The income tax loss carry-forwards have expiry dates between the years 2026 and 2043. As of December 31, 2023, the Company has approximately $2,088,000 of non-refundable investment tax credits available to offset future income taxes. The non-refundable investment tax credits have expiry dates between 2025 and 2035. A reconciliation of the combined federal and provincial statutory income tax rate applied to the net loss for the year to the income tax recovery as of December 31 is as follows: 2023 2022 Basic combined Canadian statutory income tax rate 26.5 % 26.5 % Income tax recovery based on statutory rate $ (3,559,000) $ (4,887,000) Permanent differences (157,000) (1,164,000) Share issue costs recorded, net of equity (731,000) (271,000) Unrecognized benefit of current year tax losses 4,447,000 6,322,000 $ — $ — The Company does not expect a significant change in the amount of unrecognized tax benefits over the next 12 months. However, any adjustments arising from certain ongoing examinations by tax authorities could alter the timing or amount of taxable income or deductions and these adjustments could differ from the amount accrued. The Company’s federal and provincial income tax returns files for all years remain subject to examination by the taxation authorities. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 11. UBC Collaborative Research Agreement In April 2016, the Company entered into a collaborative research agreement (“ CRA UBC respectively, which are included in research and development expenses in the accompanying consolidated statements of operations and comprehensive loss. Title 19 Promis The Company entered into the following transactions with a related party that holds an equity interest in the Company during the years ended December 31 2023 and 2022: ● In March 2021, the Company issued a convertible unsecured debenture to Title 19 Promis in the principal amount of $3,000,000 , convertible into Common Shares at the option of the holder at a conversion price of $6.00 (the “ Title 19 Debenture ”). The Title 19 Debenture was later amended to provide that it was convertible into Series 1 Preferred Shares at the option of the holder at a conversion price of $6.00 . In June 2022, Title 19 Promis elected to convert the Title 19 Debenture and was issued 30,000,000 Series 1 Convertible Preferred Shares. In December 2023, Title 19 Promis entered into an agreement with Company to exchange all of its Series 1 Convertible Preferred Shares into 500,000 Series 2 Convertible Preferred Shares, which are convertible into an aggregate of 500,000 Common Shares. ● In October 2022, in a private offering, Title 19 Promis acquired 106,391 Common Shares and a warrant to purchase 26,597 Common Shares for an aggregate purchase price of $574,511 . ● In August 2023, in a private offering, Title 19 Promis acquired 797,872 Common Shares and a warrant to purchase 797,827 Common Shares for an aggregate purchase price of $1,500,000 . Crocker Mountain LLC The Company entered into the following transactions with a related party that holds an equity interest in the Company during the years ended December 31 2023 and 2022: ● In March 2021, the Company issued a convertible unsecured debenture to Crocker Mountain in the principal amount of $900,000 , convertible into Common Shares at the option of the holder at a conversion price of $6.00 (the “ Crocker Mountain Debenture ”). The Crocker Mountain Debenture was later amended to provide that it was convertible into Series 1 Convertible Preferred Shares. In December 2023, Crocker Mountain entered into an agreement with Company to exchange all of its Series 1 Convertible Preferred Shares into 150,000 Series 2 Convertible Preferred Shares, which are convertible into an aggregate of 150,000 Common Shares. ● In March 2021, the Company issued a convertible unsecured debenture to the Jeremy M. Sclar 2012 Irrevocable Family Trust, an affiliate of Crocker Mountain (the “ Trust ”), in the principal amount of $900,000 , convertible into Common Shares at the option of the holder at a conversion price of $6.00 (the “ Trust Debenture ”). The Trust Debenture was later amended to provide that it was convertible into Series 1 Convertible Preferred Shares. In December 2023, the Trust entered into an agreement with Company to exchange all of its Series 1 Convertible Preferred Shares into 150,000 Series 2 Convertible Preferred Shares, which are convertible into an aggregate of 150,000 Common Shares. ● In October 2022, in a private offering, the Trust acquired 104,869 Common Shares and a warrant to purchase 26,217 Common Shares for an aggregate purchase price of $566,292 . ● In August 2023, in a private offering, the Trust acquired 664,894 Common Shares and a warrant to purchase 664,894 Common Shares for an aggregate purchase price of $1,250,001 . ● In August 2023, in a private offering, Crocker Mountain acquired 664,893 Common Shares and a warrant to purchase 664,893 Common Shares for an aggregate purchase price of $1,249,999 . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 12. 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 December 31, 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 November 2021. Refer to Note 11 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 each of the years ended December 31, 2023 and 2022. Through December 31, 2023 no accruals for 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 | 12 Months Ended |
Dec. 31, 2023 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | 13. NET LOSS PER SHARE Basic net earnings per share applicable to common shareholders is calculated by dividing net earnings applicable to common shareholders by the weighted average shares outstanding during the period, without consideration for common share equivalents. Diluted net earnings per share applicable to common shareholders is calculated by adjusting the weighted average shares outstanding for the dilutive effect of common share equivalents outstanding for the period, determined using the treasury-stock method and the if-converted method. For purposes of the calculation of dilutive net loss per share applicable to common shareholders, share options, and warrants are considered to be common share equivalents but are excluded from the calculation of diluted net loss per share applicable to common shareholders, as their effect would be anti-dilutive; therefore, basic and diluted net loss per share applicable to common shareholders were the same for all periods presented. As of December 31, 2023, 594,725 Pre-Funded Warrants to purchase common shares for little to no consideration, issued in connection with the August 2023 private placement (see Note 7), were included in the basic and diluted net loss per share calculation. The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders: Years Ended December 31, 2023 2022 Numerator: Net loss attributable to common shareholders $ 13,212,482 $ 18,062,263 Denominator: Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders, basic and diluted 12,292,707 7,502,609 Net loss per share attributable to common shareholders, basic and diluted $ (1.07) $ (2.41) 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: December 31, 2023 2022 Options issued and outstanding under stock option plan 967,262 1,043,025 Warrants 13,001,262 1,873,622 Series 1 Convertible Preferred Shares — 1,166,667 Series 2 Convertible Preferred Shares 1,166,667 — Deferred Share Units 1,061 1,061 Total 15,136,252 4,084,375 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 14. In January 2024, the Company entered into an At The Market Offering Agreement to initiate an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, its common shares, having an aggregate offering price of up to $25.0 million. As of the date that these financial statements were issued, the Company had sold 75,862 common shares for gross proceeds of approximately $194,000. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“ GAAP ASC ASU FASB 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 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 consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the accrual for research and development expenses, the valuation of warrant liabilities and embedded derivative liabilities. Actual results could differ from those estimates, and such differences could be material to the 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 and Functional Currency The Company determines its functional currency as the currency of the primary economic environment in which the Company operates. To determine the primary economic environment, the Company considers salient economic factors, including cash flow indicators, expense indicators and financing indicators. Functional currency is a matter of fact, not a policy election and the Company will only reevaluate its functional currency if there is a significant change in facts and circumstances. Prior to July 1, 2023, the Company’s functional currency was the Canadian dollar (“ C$ US$ Following the Company’s voluntary delisting from the Toronto Stock Exchange in July 2023, the Company determined there was a significant change in its facts and circumstances, and completed a reassessment of its functional currency. The Company determined that, as of July 1, 2023, the Company’s functional currency had changed from the C$ to the US$. The Company analysis included various factors, including: the Company’s cash flows and expenses denominated primarily in US$, the primary market for the Company’s Common Shares trading in US$ and a majority ownership by U.S. shareholders from financings denominated in US$. The change in functional currency was accounted for prospectively from July 1, 2023 and consolidated financial statements prior to and including the period ended June 30, 2023 were not restated for the change in functional currency. For periods commencing July 1, 2023, monetary assets and liabilities denominated in foreign currencies are translated into US$ using exchange rates in effect at the end of the reporting period. Opening balances related to non-monetary assets and liabilities are based on prior period translated amounts, and non-monetary assets acquired, and non-monetary liabilities incurred after July 1, 2023 are translated at the approximate exchange rate prevailing at the date of the transaction. Revenue and expense transactions are translated at the approximate exchange rate in effect at the time of the transaction. Foreign exchange gains and losses are included in the consolidated statement of operations and comprehensive loss within operating expenses. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of December 31, 2023 and 2022, the Company did not have any material cash equivalents. |
Short-term Investments | Short-term Investments Short-term investments consist of guaranteed certificates of deposit with a maturity greater than 90 days and up to one year at the time of purchase. Accordingly, all short-term investments are classified as current assets in the accompanying consolidated balance sheets. The short-term investment is being held as collateral for the Company’s credit cards. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash and short-term investments. Cash is deposited in checking and money market accounts at accredited financial institutions, which at times, may exceed federally insured limits. The short-term investment is deposited in a guaranteed certificate of deposit with an accredited financial institution that guarantees 100% of the original amount invested. Management believes that these financial institutions are financially sound, and, accordingly, minimal credit risk exists with respect to these high-quality financial institutions. As of December 31, 2023, the Company has not experienced any losses on its cash or short-term investments as a result of credit risk. |
Fair Value Measurements | Fair Value Measurements FASB ASC 820, Fair Value Measurements and Disclosures, “ASC 820” ● Level 1 – Observable inputs, such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. ● Level 2 – Inputs (other than Level 1 quoted prices) are either directly or indirectly observable inputs for similar assets or liabilities. These include quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s warrant liabilities and share-based compensation liability were classified as Level 3 financial instruments for the years ended December 31, 2023 and 2022. The carrying amounts of prepaid and other current assets, short-term investments, accounts payable, and accrued expenses are generally considered to be representative of their fair value based on the short-term nature of these financial instruments. |
Impairment of Long-Lived Assets | Impairment of Long-lived Assets The Company evaluates its long-lived assets, which consist of property and equipment and definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. No material impairments have been identified as of each of December 31, 2023 and 2022. |
Property and Equipment | Property and Equipment Property and equipment, net are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset. Laboratory and equipment are depreciated over two two |
Intangible Assets | Intangible Assets Definite-lived intangible assets are stated at cost less accumulated amortization and any accumulated impairment losses. An intangible asset’s carrying amount is assessed for impairment whenever there is an indication that the asset may be impaired. The Company’s definite-lived intangible assets consist of acquired rights and patents. Intangible assets are amortized on a straight-line basis over the lesser of the life of the intangible asset or its estimated useful life, which is 15 years. The Company did not have any material intangible assets as of December 31, 2023. |
Derivative Liability | Derivative Liability The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with FASB ASC Topic 815, Derivatives and Hedging Distinguishing Liabilities from Equity |
Collaboration Arrangements | Collaboration Arrangements The Company may enter into collaboration arrangements with pharmaceutical and biotechnology partners. The Company analyzes its collaboration arrangements to assess whether they are within the scope of FASB ASC 808, Collaborative Arrangements, “ASC 808” Research and Development, |
General and Administrative | General and Administrative Expenses General and administrative expenses consist primarily of personnel costs including salary, bonus, employee-benefits and share-based compensation, costs incurred in development and protection of intellectual property, professional service fees, and other general overhead and facility costs, including rent, depreciation and amortization, which relate to the Company’s general and administrative functions. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist primarily of costs incurred in connection with the development and research of the Company’s platform technology, as well as discovery program expenses. The Company expenses research and development costs as incurred. These expenses include: ● employee-related expenses, including salaries, related benefits and share-based compensation expense, for employees engaged in research and development functions; ● external research and development expenses incurred under arrangements with third parties, such as contract research organizations (“ CROs ”), and consultants; ● the cost of acquiring, developing, and manufacturing clinical study materials; and ● Costs associated with preclinical and clinical activities and regulatory operations. |
Prepaid and Accrued Research and Development Expenses | Prepaid and Accrued Research and Development Expenses Substantial portions of the Company’s pre-clinical development, manufacturing and clinical trials are performed by third-party laboratories, medical centers, CROs and other vendors. These vendors generally bill monthly for services performed, or bill based upon milestone achievement. For preclinical and clinical studies, the Company accrues expenses based upon estimated percentage of work completed and the remaining contract milestones. At times, the Company is obligated to make upfront payments upon execution of research and development agreements. Upfront payments, including nonrefundable amounts, for goods or services that will be used or rendered for future research and development activities are capitalized as prepaid expenses until such goods are delivered or the related services are performed. The Company estimates the period over which such services will be performed based on the terms of the agreements as well as the level of effort to be expended in each period. Sometimes the actual timing of performance or the level of effort varies from the estimate, and if that does occur, the Company will adjust the amounts recorded accordingly. |
Patent Costs | Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. |
Warrants | Warrants The Company issues warrants on its common shares in connection with financings as well as for compensation of intermediaries and advisors. The Company accounts for warrants as either equity instruments or as liabilities depending on the specific terms of the warrant agreements in accordance with FASB ASC Topic 815, Derivatives and Hedging Distinguishing Liabilities from Equity |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are specifically identifiable costs associated with issuance of a new debt instrument. Debt issuance costs are reported on the consolidated balance sheet as a direct deduction from the face amount of the related debt. Debt issuance costs are amortized to interest expense using the effective interest method over the term of the related debt. |
Share-based Compensation | Share-based Compensation Share-based compensation expense related to share awards granted to employees, directors and non-employees is recognized based on the grant-date estimated fair values of the awards using the Black- Scholes option pricing model (“ Black-Scholes Black Scholes requires a number of assumptions, of which the most significant are expected volatility, expected option term (the time from the grant date until the options are exercised or expire) and risk-free rate. Expected volatility is determined using the historical volatility for the Company. The risk-free interest rate is based on the yield of Canadian government bonds with a remaining term equal to the expected life of the option for C$ options and based on the yield of U.S. government treasury bonds for US$ options. Expected dividend yield is zero because the Company has never paid cash dividends on common shares and the Company does not expect to pay cash dividends in the foreseeable future. Awards of options that provide for an exercise price that is not denominated in: (a) the currency of a market in which a substantial portion of the Company's equity securities trades in, (b) the currency in which the employee's pay is denominated, or (c) the Company's functional currency, are required to be classified as liabilities. The change in the Company’s functional currency, effective July 1, 2023, resulted in the reclassification of outstanding stock options that were previously denominated in C$ from equity-classified to liability-classified options (see Note 8), which are accounted for as a share option modification in accordance with FASB’s ASC 718 – Compensation – Stock Compensation (“ ASC 718 ”). Under ASC 718, when an award is reclassified from equity to liability, if at the reclassification date the original vesting conditions are expected to be satisfied, then the minimum amount of compensation cost to be recognized is based on the grant date fair value of the original award. Fair value changes below this minimum amount are recorded in additional paid-in capital. For each reporting period after the modification date, the stock option liability is adjusted so that it equals the portion of the requisite service provided multiplied by the modified award’s fair value at the end of the reporting period. Increases in the fair value of the liability in excess of the minimum grant date compensation cost described above are recognized as share-based compensation in operating expenses in the consolidated statement of operations and comprehensive loss. |
Share Issuance Costs | Share Issuance Costs Common share 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 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 consolidated statements of operations and comprehensive loss. During the year ended December 31, 2023, the Company recognized general and administrative expenses of $0.8 million related to abandoned offerings and had deferred financing costs of $0.2 million related to the Company’s at-the-market offering in prepaid expenses and other current assets on the consolidated balance sheet as of December 31, 2023. |
Income Taxes | Income Taxes The Company is a taxable entity under the Income Tax Act (Canada). Deferred income tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the respective income tax bases of assets and liabilities, measured using substantively enacted income tax rates and laws that are expected to be in effect when the differences are expected to reverse. Deferred tax assets are recognized to the extent it is more likely than not that taxable income will be available against which the deferred tax asset can be utilized. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company follows the provisions of ASC 740-10, Uncertainty in Income Taxes ASC 740-10 not |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during each period. Diluted net loss per share of common shares includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, share options and warrants, which would result in the issuance of incremental shares of common shares. For diluted net loss per share, the weighted-average number of common shares is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. For all periods presented, basic and diluted net loss per share are the same, as any additional share equivalents would be anti-dilutive. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share. Both basic and diluted net loss per share calculations include financial instruments that allow for the purchase of common shares issuable for little to no consideration, including pre-funded warrants. |
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 |
Recently Issued Accounting Pronouncements | Recently Issued 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 which the premiums are recorded as additional paid-in capital. ASU 2020-06 also amends the guidance for the derivatives 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 does not expect adopting ASU 2020-06 will have a material impact on the Company’s consolidated financial statements and related disclosures as it does not have any outstanding debt as of December 31, 2023. 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. In 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENTS | |
Summary of major categories of assets and liabilities measured at fair value on a recurring basis | As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Short-term investments $ 32,358 $ — $ — $ 32,358 Total assets measured at fair value $ 32,358 $ — $ — $ 32,358 Liabilities: Share-based compensation liability $ — $ — $ 422,002 $ 422,002 Warrant liability $ — $ — $ 94,185 $ 94,185 Total liabilities measured at fair value $ — $ — $ 516,187 $ 516,187 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: Share-based compensation liability $ — $ — $ — $ — 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) | 12 Months Ended |
Dec. 31, 2023 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |
Summary of prepaid expenses and other current assets | December 31, 2023 2022 Upfront research payments $ 146,851 $ 346,015 Goods and services tax receivable 20,485 71,626 Accrued interest receivable 58,152 — Insurance 482,297 471,088 Dues and subscriptions 12,529 7,926 Consultants 21,535 56,797 License fee 30,472 25,700 Deposits 14,161 12,907 Deferred financing costs 195,632 — Miscellaneous 6,527 4,623 Total prepaid expenses and other current assets $ 988,641 $ 996,682 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
Summary of accrued liabilities | December 31, 2023 2022 Legal $ 66,254 $ — Deferred financing costs 99,883 — Accounting 101,528 73,970 Research and development 691,908 3,185,346 Severance 518,704 — Other 28,249 178,330 Accrued liabilities $ 1,506,526 $ 3,437,646 |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of fair value of derivative liability | June 19, 2022 Carrying value of convertible debt net of issuance costs and debt discount $ 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 |
Derivative liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Summary of fair value of the liability | December 31, 2022 Balance at December 31, 2021 $ 5,379,878 Change in fair value of the derivative liability (2,643,123) Foreign exchange loss 4,303 Gain on extinguishment of the derivative liability (2,741,058) Balance at December 31, 2022 $ — |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Summary of common shares reserved for future issuance | December 31, 2023 2022 Warrants 13,595,987 1,873,622 Series 1 Convertible Preferred Shares — 1,166,667 Series 2 Convertible Preferred Shares 1,166,667 — Options issued and outstanding under stock option plan 898,262 1,043,025 Deferred Share Units 1,061 1,061 Common Shares available for grant under stock option plan 471,843 396,080 Total Common Shares reserved for future issuance 16,133,820 4,480,455 |
Warrants. | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Summary of fair value of the liability | December 31, 2023 Balance at December 31, 2022 $ 1,859,374 Change in fair value of US$ warrant liability (564,548) Foreign exchange loss (7,426) Fair value of US$ warrant liability as of June 30, 2023 1,287,400 Fair value of previously liability-classified US$ warrants reclassified to additional paid-in-capital as of July 1, 2023 (1,287,400) Fair value of previously equity-classified C$ warrants reclassified to warrant liability as of July 1, 2023 396,375 Change in fair value of C$ warrant liability (302,190) Balance at December 31, 2023 $ 94,185 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) | 12 Months Ended |
Dec. 31, 2023 | |
WARRANTS | |
Schedule of warrant exercise price | 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 USD 0.01 594,724 None USD 1.75 11,227,714 February 2029 13,595,987 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 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 January 1, 2022 738,037 $ 8.40 5.1 $ 2,231,293 Granted 360,000 7.54 Forfeited (55,012) 15.98 Outstanding as of December 31, 2022 1,043,025 $ 5.60 6.1 $ 1,183,860 Granted — — Forfeited (143,230) 7.10 Expired (1,533) 15.76 Outstanding as of December 31, 2023 898,262 7.58 6.5 — Vested and exercisable as of December 31, 2023 792,965 $ 7.46 6.5 $ — |
Summary of fair value of share options granted estimated using Black Scholes with the assumptions | Period Ended December 31, July 1, 2023 2023 Weighted average fair value of C$ Options C$ 1.30 C$ 2.54 Expected volatility 116.3 % 83.3 % Risk-free interest rate 4.04 % 4.30 % Expected dividend yield — % — % Expected term (years) 6.5 6.8 Year Ended December 31, 2023 Weighted average fair value of US$ Options $ 1.53 Expected volatility 101.9 % Risk-free interest rate 4.77 % Expected dividend yield — % Expected term (years) 6.1 |
Summary of total share-based compensation | Year Ended December 31, 2023 2022 Research and development $ 80,825 $ 297,933 General and administrative 190,717 189,697 Total share-based compensation $ 271,542 $ 487,630 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
INCOME TAXES | |
Schedule of significant components of the deferred taxes | 2023 2022 Non-capital losses carried forward $ 21,151,000 $ 17,614,000 Research and development expenditures 3,246,000 3,346,000 Investment tax credits 2,088,000 2,152,000 Tax value of technology rights and property and equipment in excess of accounting basis 221,000 250,000 Share issue costs 1,019,000 656,000 Total deferred income tax assets 27,725,000 24,018,000 Valuation allowance (27,725,000) (24,018,000) Net deferred income tax assets $ — $ — |
Schedule of reconciliation of the combined federal and provincial statutory income tax rate applied to the net loss for the year to the income tax recovery | 2023 2022 Basic combined Canadian statutory income tax rate 26.5 % 26.5 % Income tax recovery based on statutory rate $ (3,559,000) $ (4,887,000) Permanent differences (157,000) (1,164,000) Share issue costs recorded, net of equity (731,000) (271,000) Unrecognized benefit of current year tax losses 4,447,000 6,322,000 $ — $ — |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
NET LOSS PER SHARE | |
Summary of computation of basic and diluted net loss per share attributable to common shareholders | Years Ended December 31, 2023 2022 Numerator: Net loss attributable to common shareholders $ 13,212,482 $ 18,062,263 Denominator: Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders, basic and diluted 12,292,707 7,502,609 Net loss per share attributable to common shareholders, basic and diluted $ (1.07) $ (2.41) |
Summary of outstanding potentially dilutive common shares equivalents were excluded from the computation of diluted net loss per share | December 31, 2023 2022 Options issued and outstanding under stock option plan 967,262 1,043,025 Warrants 13,001,262 1,873,622 Series 1 Convertible Preferred Shares — 1,166,667 Series 2 Convertible Preferred Shares 1,166,667 — Deferred Share Units 1,061 1,061 Total 15,136,252 4,084,375 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
DESCRIPTION OF BUSINESS | ||
Net Income (Loss) | $ (13,212,482) | $ (18,062,263) |
Accumulated deficit | $ (93,465,946) | $ (80,253,464) |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | |
Dec. 31, 2023 segment | Jun. 21, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Reverse share split ratio | 60 | |
Segment Information | ||
Number of operating segment | 1 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | Dec. 31, 2023 |
Laboratory and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciation term | 2 years |
Laboratory and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciation term | 5 years |
Computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciation term | 2 years |
Computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciation term | 3 years |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) | 12 Months Ended | 24 Months Ended |
Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares | |
Class of Warrant or Right [Line Items] | ||
Original amount invested percent | 100% | |
Impairments | $ 0 | |
General and administration expenses on abandoned offering | $ 800,000 | |
Deferred financing costs | 195,632 | 195,632 |
Unrecognized benefits | 0 | $ 0 |
Interest expense or penalties | $ 0 | |
Estimated useful life | 15 years | 15 years |
Pre- funded warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants exercise price | $ / shares | $ 0.01 | $ 0.01 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 19, 2022 |
Liabilities: | |||
Derivative liability | $ 2,741,058 | ||
Warrant liability | $ 94,185 | $ 1,859,374 | |
Recurring | |||
Assets: | |||
Short-term investments | 32,358 | 31,009 | |
Total assets measured at fair value | 32,358 | 31,009 | |
Liabilities: | |||
Share-based compensation liability | 422,002 | ||
Warrant liability | 94,185 | 1,859,374 | |
Total liabilities measured at fair value | 516,187 | 1,859,374 | |
Recurring | Level 1 | |||
Assets: | |||
Short-term investments | 32,358 | 31,009 | |
Total assets measured at fair value | 32,358 | 31,009 | |
Recurring | Level 3 | |||
Liabilities: | |||
Share-based compensation liability | 422,002 | ||
Warrant liability | 94,185 | 1,859,374 | |
Total liabilities measured at fair value | $ 516,187 | $ 1,859,374 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 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 ($) | Dec. 31, 2023 | Dec. 31, 2022 |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | ||
Upfront research payments | $ 146,851 | $ 346,015 |
Goods and services tax receivable | 20,485 | 71,626 |
Accrued interest receivable | 58,152 | |
Insurance | 482,297 | 471,088 |
Dues and subscriptions | 12,529 | 7,926 |
Consultants | 21,535 | 56,797 |
License fee | 30,472 | 25,700 |
Deposits | 14,161 | 12,907 |
Deferred financing costs | 195,632 | |
Miscellaneous | 6,527 | 4,623 |
Total prepaid expenses and other current assets | $ 988,641 | $ 996,682 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ||
Legal | $ 66,254 | |
Deferred financing costs | 99,883 | |
Accounting | 101,528 | $ 73,970 |
Research and development | 691,908 | 3,185,346 |
Severance | 518,704 | |
Other | 28,249 | 178,330 |
Accrued liabilities | $ 1,506,526 | $ 3,437,646 |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES - Vendor agreement (Details) - USD ($) | Dec. 31, 2023 | May 31, 2023 | Dec. 31, 2022 |
Accounts Payable, Current | $ 7,843,136 | $ 2,975,398 | |
Accrued Liabilities, Current | 1,506,526 | 3,437,646 | |
Vendor | |||
Accounts Payable, Current | $ 5,700,000 | $ 5,400,000 | 1,300,000 |
Vendor accrued interest rate | 5.50% | ||
Accrued Liabilities, Current | $ 2,700,000 |
CONVERTIBLE DEBT (Details)
CONVERTIBLE DEBT (Details) | 1 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 USD ($) EquityInstruments | Mar. 31, 2021 USD ($) $ / shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Jun. 19, 2022 USD ($) | Jun. 17, 2022 $ / shares | Jun. 16, 2022 $ / shares | |
CONVERTIBLE DEBT | |||||||
Derivative liability | $ 2,741,058 | ||||||
Fair value of Common Shares per share | $ / shares | $ 0.08 | ||||||
Convertible debt | $ 0 | ||||||
Derivative liability | |||||||
CONVERTIBLE DEBT | |||||||
Interest expense relating to the amortization of the debt discount | $ 0 | $ 241,854 | |||||
Gain from change in fair value of derivative liability | $ 2,643,123 | ||||||
Volatility | |||||||
CONVERTIBLE DEBT | |||||||
Derivative liability, measurement input | 87 | ||||||
Risk Free Interest rate | |||||||
CONVERTIBLE DEBT | |||||||
Derivative liability, measurement input | 2.94 | ||||||
Debt yield | |||||||
CONVERTIBLE DEBT | |||||||
Derivative liability, measurement input | 27.2 | ||||||
Debentures | |||||||
CONVERTIBLE DEBT | |||||||
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 | |||||||
CONVERTIBLE DEBT | |||||||
Issuance costs | 48,220 | ||||||
Private Placement | Debentures | |||||||
CONVERTIBLE DEBT | |||||||
Proceeds from issuance of debt | 7,000,000 | ||||||
Issuance costs | $ 24,575 | ||||||
Conversion price | $ / shares | $ 6 | ||||||
Accrued interest rate | 1% |
CONVERTIBLE DEBT - Extinguishme
CONVERTIBLE DEBT - Extinguishment of the convertible notes (Details) - USD ($) | 12 Months Ended | |
Jun. 19, 2022 | Dec. 31, 2022 | |
Extinguishment of Debt [Line Items] | ||
Derivative liability remeasured as of June 19, 2022 | $ 2,741,058 | |
Gain on extinguishment of convertible debt and derivative liability | $ 1,307,421 | |
Convertible Notes | ||
Extinguishment of Debt [Line Items] | ||
Carrying value of convertible debt net of issuance costs and debt discount | 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 |
CONVERTIBLE DEBT - Fair value o
CONVERTIBLE DEBT - Fair value of derivative liability (Details) - Derivative liability | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at the beginning | $ 5,379,878 |
Change in fair value of the derivative liability | $ (2,643,123) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain (Loss) from Change in Fair Value of Financial Instruments |
Gain on extinguishment of the derivative liability | $ (2,741,058) |
Foreign exchange loss | $ 4,303 |
EQUITY (Details)
EQUITY (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Common shares, shares issued | 18,885,254 | 8,579,284 |
Common shares, shares outstanding | 18,885,254 | 8,579,284 |
Common shares, par value | $ 0 | $ 0 |
Convertible Preferred stock, Par value | $ 0 | |
Series 1 Preferred Shares | ||
Class of Stock [Line Items] | ||
Preferred shares, shares issued | 0 | 70,000,000 |
Preferred shares, shares outstanding | 0 | 70,000,000 |
Convertible Preferred stock, Par value | $ 0 | $ 0 |
Series 2 Preferred Shares | ||
Class of Stock [Line Items] | ||
Preferred shares, shares issued | 1,166,667 | 0 |
Preferred shares, shares outstanding | 1,166,667 | 0 |
Convertible Preferred stock, Par value | $ 0 | $ 0 |
EQUITY - Future issuances (Deta
EQUITY - Future issuances (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Warrants | 13,595,987 | 1,873,622 |
Options issued and outstanding under stock option plan | 898,262 | 1,043,025 |
Deferred share units | 1,061 | 1,061 |
Common Shares available for grant under stock option plan | 471,843 | 396,080 |
Total Common Shares reserved for future issuance | 16,133,820 | 4,480,455 |
Series 1 Preferred Shares | ||
Convertible Preferred Shares | 1,166,667 | |
Series 2 Preferred Shares | ||
Convertible Preferred Shares | 1,166,667 |
EQUITY - Rights of the common s
EQUITY - Rights of the common shares gross proceeds (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2023 USD ($) shares | Dec. 31, 2023 USD ($) Vote $ / shares shares | Dec. 31, 2022 shares | Jun. 30, 2022 shares | Jun. 21, 2022 | |
Number of vote per share | Vote | 1 | ||||
Reverse share split ratio | 60 | ||||
Series 1 Preferred Shares | |||||
Convertible Preferred stock, Shares authorized | shares | 70,000,000 | 70,000,000 | 70,000,000 | ||
Preferred stock, Liquidation price per share | $ 6 | ||||
Value divided to ascertain shares convertible | 0.10 | ||||
Preferred stock, conversion price per share | 0.10 | ||||
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 | $ | $ 2 | ||||
New finance raised | $ | $ 14 | ||||
Series 2 Preferred Shares | |||||
Preferred stock, Liquidation price per share | $ 6 | ||||
Mandatory Conversion Preferred Stock, value, outstanding | $ | $ 14 | ||||
Number of preferred stock convertible | shares | 70,000,000 | ||||
Conversion of convertible shares | shares | 1,166,667 |
EQUITY - Equity transactions (D
EQUITY - Equity transactions (Details) | 1 Months Ended | 12 Months Ended | |||||||
Jul. 01, 2023 USD ($) Y $ / shares shares | Aug. 31, 2023 USD ($) Y $ / shares shares | Oct. 31, 2022 USD ($) Y $ / shares shares | Aug. 31, 2021 USD ($) D $ / shares shares | Aug. 31, 2021 $ / shares $ / shares shares | Dec. 31, 2023 USD ($) Y $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2023 $ / shares | Jul. 01, 2023 $ / shares | |
COMMON SHARES | |||||||||
Reclassification of CAD denominated warrants from additional paid-in capital to warrant liability due to change in functional currency | $ (396,375) | ||||||||
Gross proceeds from issuance allocated to common shares | $ 4,974,253 | ||||||||
Gross proceeds from issuance allocated to common shares warrants | 1,520,401 | ||||||||
Share price | (per share) | $ 1.53 | $ 1.30 | $ 2.54 | ||||||
Net of issuance costs | $ 2,738,558 | 977,624 | |||||||
Issuance costs allocated to the warrants | $ 249,733 | ||||||||
Warrant liability | 94,185 | 1,859,374 | |||||||
Change in fair value of warrant liability | $ (866,738) | $ (1,561,987) | |||||||
Net proceeds allocated to Common Shares | $ 9,772,464 | ||||||||
Pre- funded warrants | |||||||||
COMMON SHARES | |||||||||
Warrants exercise price | $ / shares | $ 0.01 | ||||||||
Number of shares by each warrant entitles | shares | 594,725 | ||||||||
Common Warrants | |||||||||
COMMON SHARES | |||||||||
Net proceeds allocated to Common Shares | 7,972,736 | ||||||||
Compensation warrants | Intermediaries | |||||||||
COMMON SHARES | |||||||||
Warrants exercise price | $ / shares | $ 6.10 | ||||||||
Warrants exercisable term | 5 years | ||||||||
Amount of compensation paid | $ 597,780 | ||||||||
Number of warrants issued | shares | 69,188 | ||||||||
Fair value of warrants | $ 317,000 | ||||||||
United States Dollar Denominated Warrants | |||||||||
COMMON SHARES | |||||||||
Number of warrants reclassified to permanent equity due to change in functional currency | shares | 870,026 | ||||||||
Warrants with fair value | $ 1,287,400 | ||||||||
Canadian Dollar Denominated Warrants | |||||||||
COMMON SHARES | |||||||||
Reclassification of CAD denominated warrants from additional paid-in capital to warrant liability due to change in functional currency | $ 396,375 | ||||||||
Number of warrants reclassified to permanent equity due to change in functional currency | shares | 687,591 | ||||||||
Canadian Dollar Denominated Warrants | Nonoperating Income (Expense) | |||||||||
COMMON SHARES | |||||||||
Warrant liability | $ 94,185 | ||||||||
Change in fair value of warrant liability | $ 302,190 | ||||||||
IPO | |||||||||
COMMON SHARES | |||||||||
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 | $ 2,109,657 | ||||||||
Number of common share per unit | shares | 1 | 1 | |||||||
Number of warrants per unit | shares | 0.25 | 0.25 | |||||||
Warrants exercise price | $ / shares | $ 12.60 | $ 12.60 | |||||||
Warrants exercisable term | 5 years | 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 Placement | |||||||||
COMMON SHARES | |||||||||
Number of units issued | shares | 1,383,755 | ||||||||
Price per unit | $ / shares | $ 5.40 | ||||||||
Gross proceeds from offering | $ 7,472,278 | ||||||||
Issuance costs of units | $ 1,227,357 | ||||||||
Number of common share per unit | shares | 1 | ||||||||
Number of warrants per unit | shares | 0.25 | ||||||||
Number of common share per warrant | shares | 0.25 | ||||||||
Warrants exercise price | $ / shares | $ 7.50 | ||||||||
Warrants exercisable term | 5 years | ||||||||
August 2023 PIPE | |||||||||
COMMON SHARES | |||||||||
Issuance costs of units | $ 2,738,558 | ||||||||
Warrants exercisable term | 5 years | ||||||||
Number of shares issued | shares | 9,945,969 | ||||||||
Gross proceeds from issuance allocated to common shares | $ 20,483,758 | ||||||||
Net of issuance costs | $ 466,658 | ||||||||
August 2023 PIPE | Pre- funded warrants | |||||||||
COMMON SHARES | |||||||||
Number of shares by each warrant entitles | shares | 954,725 | ||||||||
Exercise price of warrant | $ / shares | $ 1.87 | ||||||||
August 2023 PIPE | Common Warrants | |||||||||
COMMON SHARES | |||||||||
Warrants exercise price | $ / shares | $ 1.75 | ||||||||
Number of shares by each warrant entitles | shares | 10,900,604 | ||||||||
Exercise price of warrant | $ / shares | $ 1.88 | ||||||||
August 2023 PIPE | Compensation warrants | |||||||||
COMMON SHARES | |||||||||
Warrants exercise price | $ / shares | $ 1.75 | ||||||||
Number of shares by each warrant entitles | shares | 327,020 | ||||||||
Minimum | Canadian Dollar Denominated Warrants | |||||||||
COMMON SHARES | |||||||||
Warrants exercise price | $ / shares | 12 | ||||||||
Maximum | Canadian Dollar Denominated Warrants | |||||||||
COMMON SHARES | |||||||||
Warrants exercise price | $ / shares | $ 28.80 | ||||||||
Risk free interest rate | |||||||||
COMMON SHARES | |||||||||
Warrants, measurement input | 4.10 | ||||||||
Risk free interest rate | Compensation warrants | Intermediaries | |||||||||
COMMON SHARES | |||||||||
Warrants, measurement input | 4.10 | ||||||||
Risk free interest rate | Canadian Dollar Denominated Warrants | |||||||||
COMMON SHARES | |||||||||
Warrants, measurement input | 0.0454 | 0.0388 | |||||||
Risk free interest rate | August 2023 PIPE | |||||||||
COMMON SHARES | |||||||||
Warrants, measurement input | 0.0436 | ||||||||
Exercise Price | Canadian Dollar Denominated Warrants | |||||||||
COMMON SHARES | |||||||||
Warrants, measurement input | 12.80 | 10.80 | |||||||
Volatility | |||||||||
COMMON SHARES | |||||||||
Warrants, measurement input | 94 | ||||||||
Volatility | Compensation warrants | Intermediaries | |||||||||
COMMON SHARES | |||||||||
Warrants, measurement input | 94 | ||||||||
Volatility | Canadian Dollar Denominated Warrants | |||||||||
COMMON SHARES | |||||||||
Warrants, measurement input | 0.846 | 1.315 | |||||||
Volatility | August 2023 PIPE | |||||||||
COMMON SHARES | |||||||||
Warrants, measurement input | 1.073 | ||||||||
Expected life | |||||||||
COMMON SHARES | |||||||||
Warrants, measurement input | Y | 5 | ||||||||
Expected life | Compensation warrants | Intermediaries | |||||||||
COMMON SHARES | |||||||||
Warrants, measurement input | Y | 5 | ||||||||
Expected life | Canadian Dollar Denominated Warrants | |||||||||
COMMON SHARES | |||||||||
Warrants, measurement input | Y | 2.3 | 1.7 | |||||||
Expected life | August 2023 PIPE | |||||||||
COMMON SHARES | |||||||||
Warrants, measurement input | Y | 5.5 | ||||||||
Accelerated warrants | |||||||||
COMMON SHARES | |||||||||
Outstanding balance of warrants | $ 931,000 | ||||||||
Accelerated warrants | Risk free interest rate | |||||||||
COMMON SHARES | |||||||||
Warrants, measurement input | 4.14 | ||||||||
Accelerated warrants | Volatility | |||||||||
COMMON SHARES | |||||||||
Warrants, measurement input | 87.5 | ||||||||
Accelerated warrants | Expected life | |||||||||
COMMON SHARES | |||||||||
Warrants, measurement input | Y | 3.65 | ||||||||
Warrants. | |||||||||
COMMON SHARES | |||||||||
Price per unit | $ / shares | $ 5.40 | ||||||||
Number of warrants per unit | shares | 0.25 | ||||||||
Gross proceeds from issuance allocated to common shares | $ 5,951,877 | ||||||||
Issuance costs allocated to the common shares | 977,624 | ||||||||
Gross proceeds from issuance allocated to common shares warrants | $ 1,520,401 | ||||||||
Share price | $ / shares | $ 4.30 | ||||||||
Common share purchase warrants price | $ / shares | $ 1.10 | ||||||||
Outstanding balance of warrants | $ 928,500 | ||||||||
Warrants. | Risk free interest rate | |||||||||
COMMON SHARES | |||||||||
Warrants, measurement input | 4 | ||||||||
Warrants. | Volatility | |||||||||
COMMON SHARES | |||||||||
Warrants, measurement input | 86 | ||||||||
Warrants. | Expected life | |||||||||
COMMON SHARES | |||||||||
Warrants, measurement input | Y | 4.8 |
EQUITY - Warrants liability (De
EQUITY - Warrants liability (Details) - Warrants - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | 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 | |
Warrant liability and accelerated warrant liability at issuance | 1,520,401 | ||
Change in fair value of the warrant liability and accelerated warrant liability | $ (1,533,644) | ||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain (Loss) from Change in Fair Value of Financial Instruments | ||
Foreign exchange loss (gain) | $ 930 | ||
Balance at the end | 1,859,374 | ||
United States dollar denominated warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at the beginning | 1,859,374 | ||
Fair Value of US$ warrant liability as of June 30, 2023 | 1,287,400 | ||
Fair value of previously liability-classified US$ warrants reclassified to additional paid-in-capital as of July 1, 2023 | $ (1,287,400) | ||
Change in fair value of the warrant liability and accelerated warrant liability | $ (302,190) | $ (564,548) | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain (Loss) from Change in Fair Value of Financial Instruments | Gain (Loss) from Change in Fair Value of Financial Instruments | |
Foreign exchange loss (gain) | $ (7,426) | ||
Balance at the end | $ 94,185 | $ 1,859,374 | |
Canadian dollar denominated warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value of previously equity-classified C$ warrants reclassified to warrant liability as of July 1, 2023 | $ 396,375 |
WARRANTS (Details)
WARRANTS (Details) | Dec. 31, 2023 $ / shares shares | Dec. 31, 2023 $ / shares shares | Apr. 30, 2023 $ / shares | Dec. 31, 2022 shares |
WARRANTS | ||||
Number of Warrants | shares | 13,595,987 | 13,595,987 | 1,873,622 | |
Exercise Price 28.80 | ||||
WARRANTS | ||||
Exercise Price | $ / shares | $ 28.80 | |||
Exercise Price 28.80 | January 2024 | ||||
WARRANTS | ||||
Exercise Price | $ / shares | $ 28.80 | |||
Number of Warrants | shares | 139,659 | 139,659 | ||
Exercise Price 18.00 | June 2024 | ||||
WARRANTS | ||||
Exercise Price | $ / shares | $ 18 | |||
Number of Warrants | shares | 68,334 | 68,334 | ||
Exercise Price 18.00 | November 2024 | ||||
WARRANTS | ||||
Exercise Price | $ / shares | $ 18 | |||
Number of Warrants | shares | 150,818 | 150,818 | ||
Exercise Price 18.00 | December 2024 | ||||
WARRANTS | ||||
Exercise Price | $ / shares | $ 18 | |||
Number of Warrants | shares | 49,167 | 49,167 | ||
Exercise Price 12.00 | November 2025 | ||||
WARRANTS | ||||
Exercise Price | $ / shares | $ 12 | |||
Number of Warrants | shares | 279,613 | 279,613 | ||
Exercise Price USD 12.60 | August 2026 | ||||
WARRANTS | ||||
Exercise Price | $ / shares | $ 12.60 | |||
Number of Warrants | shares | 524,088 | 524,088 | ||
Exercise Price USD 9.60 | August 2026 | ||||
WARRANTS | ||||
Exercise Price | $ / shares | $ 9.60 | |||
Number of Warrants | shares | 146,744 | 146,744 | ||
Exercise Price USD 7.50 | April 2028 | ||||
WARRANTS | ||||
Exercise Price | $ / shares | $ 7.50 | |||
Number of Warrants | shares | 345,938 | 345,938 | ||
Exercise Price USD 6.10 | April 2028 | ||||
WARRANTS | ||||
Exercise Price | $ / shares | $ 6.10 | |||
Number of Warrants | shares | 69,188 | 69,188 | ||
Exercise Price USD 0.01 | ||||
WARRANTS | ||||
Exercise Price | $ / shares | $ 0.01 | |||
Number of Warrants | shares | 594,724 | 594,724 | ||
Exercise Price USD 1.75 | February 2029 | ||||
WARRANTS | ||||
Exercise Price | $ / shares | $ 1.75 | |||
Number of Warrants | shares | 11,227,714 | 11,227,714 |
WARRANTS - Additional informati
WARRANTS - Additional information (Details) | 1 Months Ended | 12 Months Ended |
Apr. 30, 2023 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | |
Exercise Price 28.80 | ||
WARRANTS | ||
Number of warrants expired | shares | 100,073 | |
Exercise Price | $ / shares | $ 28.80 | |
Pre- funded warrants | ||
WARRANTS | ||
Number of warrants exercised | shares | 360,000 | |
Exercise Price | $ / shares | $ 0.01 | |
Proceeds from issuance of warrants net of issuance costs | $ | $ 3,600 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) | 1 Months Ended | 12 Months Ended | |||
Jul. 01, 2023 CAD ($) | Jun. 30, 2015 | Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 CAD ($) shares | Dec. 31, 2022 shares | |
SHARE-BASED COMPENSATION | |||||
Common Shares available for grant under stock option plan | shares | 471,843 | 471,843 | 396,080 | ||
Grant date fair value of share options granted | $ 1,768,515 | $ 105,790 | $ 442,002 | ||
Reclassification of CAD equity-classified stock options to share-based compensation liability due to change in functional currency | (1,435,912) | 1,435,912 | |||
Share based compensation expense | $ | $ 332,602 | 332,602 | |||
Re-measurement of liability-classified CAD stock options as of December 31, 2023 | $ 1,013,910 | 681,308 | |||
Decrease in fair value | $ | $ 1,013,910 | ||||
Stock Option Plan 2007 | |||||
SHARE-BASED COMPENSATION | |||||
Options authorized as percentage of issued and outstanding common shares | 20% | ||||
Expiration term | 10 years | 10 years | |||
Common Shares available for grant under stock option plan | shares | 471,843 | 471,843 | 396,080 |
SHARE-BASED COMPENSATION - Shar
SHARE-BASED COMPENSATION - Share options (Details) | 12 Months Ended | ||||
Jul. 01, 2023 CAD ($) | Dec. 31, 2023 CAD ($) $ / shares shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 CAD ($) $ / shares shares | Dec. 31, 2021 CAD ($) $ / shares shares | |
Number of Share Options | |||||
Outstanding at the beginning | 1,043,025 | 1,043,025 | |||
Outstanding at the end | 898,262 | 898,262 | 1,043,025 | ||
Weighted Average Exercise Price Per Share | |||||
Outstanding at the beginning (in dollars per share) | $ / shares | $ 5.60 | $ 8.40 | |||
Granted (in dollars per share) | $ / shares | 7.54 | ||||
Forfeited (in dollars per share) | $ / shares | 7.10 | 15.98 | |||
Expired (in dollars per share) | $ / shares | 15.76 | ||||
Outstanding at the end (in dollars per share) | $ / shares | 7.58 | $ 5.60 | $ 8.40 | ||
Vested and exercisable at the end (in dollars per share) | $ / shares | $ 7.46 | ||||
Weighted Average Remaining Contractual Term (years) and Aggregate Intrinsic Value | |||||
Outstanding at the beginning (in dollars) | $ | $ 1,183,860 | $ 2,231,293 | |||
Outstanding at the end (in dollars) | $ | $ 1,183,860 | $ 2,231,293 | |||
Grant date fair value of share options granted | $ 1,768,515 | $ 442,002 | $ 105,790 | ||
CAD | |||||
Number of Share Options | |||||
Outstanding at the beginning | 1,043,025 | 1,043,025 | 738,037 | ||
Granted | 0 | 0 | 360,000 | ||
Forfeited | (143,230) | (143,230) | (55,012) | ||
Expired | (1,533) | (1,533) | |||
Outstanding at the end | 898,262 | 898,262 | 1,043,025 | 738,037 | |
Vested and exercisable at the end | 792,965 | ||||
Weighted Average Remaining Contractual Term (years) and Aggregate Intrinsic Value | |||||
Outstanding at the beginning (in years) | 6 years 6 months | 6 years 6 months | 6 years 1 month 6 days | 5 years 1 month 6 days | |
Outstanding at the end (in years) | 6 years 6 months | 6 years 6 months | 6 years 1 month 6 days | 5 years 1 month 6 days | |
Vested and exercisable at the end (in years) | 6 years 6 months | 6 years 6 months | |||
USD | |||||
Number of Share Options | |||||
Granted | 69,000 | 69,000 | |||
Forfeited | 0 | 0 | |||
Weighted Average Remaining Contractual Term (years) and Aggregate Intrinsic Value | |||||
Number of options exercised | 0 | 0 |
SHARE-BASED COMPENSATION - Fair
SHARE-BASED COMPENSATION - Fair value of the share options granted (Details) | 12 Months Ended | ||
Jul. 01, 2023 $ / shares | Dec. 31, 2023 $ / shares | Dec. 31, 2023 $ / shares | |
Fair value of share options granted estimated using Black Scholes | |||
Weighted average fair value of Common Shares | (per share) | $ 2.54 | $ 1.53 | $ 1.30 |
USD | |||
Fair value of share options granted estimated using Black Scholes | |||
Expected volatility | 101.90% | ||
Risk-free interest rate | 4.77% | ||
Expected term (years) | 6 years 1 month 6 days | ||
CAD | |||
Fair value of share options granted estimated using Black Scholes | |||
Expected volatility | 83.30% | 116.30% | |
Risk-free interest rate | 4.30% | 4.04% | |
Expected term (years) | 6 years 9 months 18 days | 6 years 6 months |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares authorized | 100,948 | |
Unrecognized share-based compensation related to options outstanding expected to be recognized over weighted-average remaining service period | 3 years 9 months 18 days | |
Unrecognized share-based compensation related to options outstanding | $ 266,701 | $ 4,841 |
DSU plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares authorized | 16,666 | |
Number of shares per unit | 1 | |
Number of units outstanding | 1,061 |
SHARE-BASED COMPENSATION - Stat
SHARE-BASED COMPENSATION - Statements of operations and comprehensive loss (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation | $ 271,542 | $ 487,630 |
Research and development | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation | 80,825 | 297,933 |
General and administrative | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation | $ 190,717 | $ 189,697 |
INCOME TAXES - Deferred taxes (
INCOME TAXES - Deferred taxes (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
INCOME TAXES | ||
Non-capital losses carried forward | $ 21,151,000 | $ 17,614,000 |
Research and development expenditures | 3,246,000 | 3,346,000 |
Investment tax credits | 2,088,000 | 2,152,000 |
Tax value of technology rights and property and equipment in excess of accounting basis | 221,000 | 250,000 |
Share issue costs | 1,019,000 | 656,000 |
Total deferred income tax assets | 27,725,000 | 24,018,000 |
Valuation allowance | (27,725,000) | (24,018,000) |
Net deferred income tax assets | $ 0 | $ 0 |
INCOME TAXES - Credit carryforw
INCOME TAXES - Credit carryforwards (Details) | Dec. 31, 2023 USD ($) |
Credit carryforwards | |
Tax credits | $ 12,248,000 |
Non-capital income tax loss carry-forwards | |
Credit carryforwards | |
Tax credits | 79,816,000 |
Investment Tax Credit Carryforward | |
Credit carryforwards | |
Tax credits | $ 2,088,000 |
INCOME TAXES - Reconciliation (
INCOME TAXES - Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of the combined federal and provincial statutory income tax rate applied to the net loss for the year to the income tax recovery | ||
Basic combined Canadian statutory income tax rate | 26.50% | 26.50% |
Income tax recovery based on statutory rate | $ (3,559,000) | $ (4,887,000) |
Permanent differences | (157,000) | (1,164,000) |
Share issue costs recorded, net of equity | (731,000) | (271,000) |
Unrecognized benefit of current year tax losses | 4,447,000 | 6,322,000 |
Income tax recovery | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related party | ||
Related Party Transaction [Line Items] | ||
Payments made for consulting services | $ 592,810 | $ 557,665 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional information (Details) | 1 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2023 shares | Nov. 30, 2023 shares | Aug. 31, 2023 USD ($) shares | Mar. 31, 2023 shares | Oct. 31, 2022 USD ($) shares | Jun. 30, 2022 EquityInstruments shares | Mar. 31, 2021 USD ($) $ / shares | Apr. 30, 2016 CAD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Jan. 31, 2022 CAD ($) | Feb. 28, 2021 $ / shares | |
Related Party Transaction [Line Items] | ||||||||||||
Term of agreement | 3 years | |||||||||||
Cash payments | $ | $ 588,136 | $ 461,516 | ||||||||||
Number of shares issued, value | $ | $ 4,974,253 | |||||||||||
Series 2 Preferred Shares | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion of convertible shares | 1,166,667 | |||||||||||
Crocker Mountain Debenture | Series 2 Preferred Shares | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible preferred shares | 150,000 | 150,000 | ||||||||||
Title 19 Promis | Series 2 Preferred Shares | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion of convertible shares | 150,000 | |||||||||||
Title 19 Promis | Private Placement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares issued | 797,872 | 106,391 | ||||||||||
Number of warrants to purchase common shares | 797,827 | 26,597 | ||||||||||
Aggregate purchase price of warrant | $ | $ 1,500,000 | $ 574,511 | ||||||||||
Title 19 Promis | Title 19 Debenture | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debentures converted amount | $ | $ 3,000,000 | |||||||||||
Conversion price | $ / shares | $ 6 | $ 6 | ||||||||||
Number of Series 1 Preferred shares to be issued on conversion of debentures | EquityInstruments | 30,000,000 | |||||||||||
Title 19 Promis | Title 19 Debenture | Series 2 Preferred Shares | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion of convertible shares | 500,000 | |||||||||||
Crocker Mountain LLC | Private Placement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares issued | 664,893 | 104,869 | ||||||||||
Number of warrants to purchase common shares | 664,893 | 26,217 | ||||||||||
Aggregate purchase price of warrant | $ | $ 1,249,999 | $ 566,292 | ||||||||||
Crocker Mountain LLC | Title 19 Debenture | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible preferred shares | 500,000 | 500,000 | ||||||||||
Crocker Mountain LLC | Crocker Mountain Debenture | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debentures converted amount | $ | $ 900,000 | |||||||||||
Conversion price | $ / shares | $ 6 | |||||||||||
Debt conversion, shares issued | 150,000 | |||||||||||
Crocker Mountain LLC | Crocker Mountain Debenture | Series 2 Preferred Shares | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible preferred shares | 150,000 | 150,000 | ||||||||||
Crocker Mountain LLC | Trust Debenture | Private Placement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares issued | 664,894 | |||||||||||
Number of warrants to purchase common shares | 664,894 | |||||||||||
Aggregate purchase price of warrant | $ | $ 1,250,001 | |||||||||||
Collaborative research agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Funding commitment | $ | $ 787,500 | $ 5,030,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2016 | Dec. 31, 2023 CAD ($) | Dec. 31, 2022 CAD ($) | Dec. 31, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Accruals for royalty payments | $ 0 | |||
Payments of annual license | $ 25,000 | $ 25,000 | ||
Term of agreement | 3 years | |||
UBC Agreement | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Accruals for royalty payments | $ 0 |
NET LOSS PER SHARE - Computatio
NET LOSS PER SHARE - Computation of basic and diluted net loss per share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net loss attributable to common shareholders | $ 13,212,482 | $ 18,062,263 |
Denominator: | ||
Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders, basic | 12,292,707 | 7,502,609 |
Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders, diluted | 12,292,707 | 7,502,609 |
Net loss per share attributable to common shareholders, basic | $ (1.07) | $ (2.41) |
Net loss per share attributable to common shareholders, diluted | $ (1.07) | $ (2.41) |
NET LOSS PER SHARE - Outstandin
NET LOSS PER SHARE - Outstanding potentially dilutive common shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 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 | 15,136,252 | 4,084,375 |
Pre- funded warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of warrants to purchase common shares | 594,725 | |
Employee Stock Option [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 | 967,262 | 1,043,025 |
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 | 13,001,262 | 1,873,622 |
Series 1 Convertible Preferred Share 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 | 1,166,667 | |
Series 2 Convertible Preferred Share 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 | 1,166,667 | |
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) - USD ($) | 1 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Dec. 31, 2022 | |
Subsequent Event | ||
Gross proceeds from issuance allocated to common shares | $ 4,974,253 | |
Subsequent Event | Market offering | ||
Subsequent Event | ||
Sale of stock aggregate offering price | $ 25,000,000 | |
Number of shares issued | 75,862 | |
Gross proceeds from issuance allocated to common shares | $ 194,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (13,212,482) | $ (18,062,263) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |