Liability Related to Warrants | 8. Liability related to warrants: The Company has issued common shares, pre-funded warrants and warrants as part of its financing arrangements which are exercisable for a variable number of shares. Common shares and pre-funded warrants are classified as equity. Warrants are classified as liabilities rather than equity. As of October 1, 2022, as a result of the change in functional currency of Neptune, the 2020 Warrants and 2021 Warrants no longer met the criteria for liability classification and therefore were reclassified as equity prospectively (see note10(f)). On October 11, 2022, the Company closed a registered direct offering ("October 2022 Direct Offering") of 3,208,557 of its Common Shares and warrants ("Series E Warrants") to purchase up to 6,417,114 Common Shares in the concurrent Private Placement. The combined purchase price for one Common Share and one warrant was $ 1.87 . The Series E Warrants have an exercise price of $ 1.62 per Common Share, are exercisable immediately following the date of issuance and will expire five years from the date of issuance. The Company received gross proceeds of $ 6,000,002 and net proceeds of $ 5,135,002 after deducting the placement agent fees and expenses, and the Company’s offering expenses. Based on the fair value of the warrants as at the date of closing, which was determined using a Black-Scholes model, the Company recorded the full proceeds to liabilities, with an initial liability of $ 7,029,614 and a loss on initial recognition of $ 1,029,614 . Because the fair value of the liability classified warrant exceeded the total proceeds, no consideration was allocated to the Common Shares. Total issue costs related to this offering of $ 865,000 were recorded under finance costs. On June 23, 2022, Neptune issued a total of 645,526 pre-funded warrants (“Pre-Funded Warrants”), along with 1,300,000 common shares of the Company, as part of a registered direct offering ("June 2022 Direct Offering"). Each Pre-Funded Warrant was exercisable for one Common Share. The common shares and the Pre-Funded Warrants were sold together with 1,945,526 Series C Warrants (the "Series C Warrants"), and 1,945,526 Series D Warrants (the "Series D Warrants") and collectively, the "June 2022 Common Warrants". Each of the June 2022 Common Warrant is exercisable for one common share. Each of the common share and Pre-Funded Warrants and the accompanying June 2022 Common Warrants were sold together at a combined offering price of $ 2.57 , for aggregate gross proceeds of $ 5,000,002 before deducting fees and other estimated offering expenses. The Pre-Funded Warrants are funded in full at closing except for a nominal exercise price of $ 0.0001 and are exercisable commencing on the Closing Date and will terminate when such Pre-Funded Warrants are exercised in full. The Series C Warrants and the Series D Warrants have an exercise price of $ 2.32 per share and can be exercised for a period of 5 years and 2 years respectively from the date of issuance. On October 6, 2022, the Company agreed to extend the termination date of 972,763 Series C Warrants by two years . Proceeds of the June 2022 Direct Offering were allocated between common shares and warrants first by allocating proceeds to the warrants classified as a liability based on their fair value and then allocating the residual to the equity instruments, which includes the Pre-Funded Warrants. The fair value of the liability-classified warrants was determined using the Black-Scholes model, resulting in an initial warrant liability of $ 4,046,836 for the Series C Warrants and $ 3,080,121 for the Series D Warrants. Because the fair value of the liability classified warrant exceeded the total proceeds, no consideration was allocated to the Common Shares and Pre-Funded Warrants and a loss $ 2,126,955 w as immediately recognized in the net loss of the period as there were no additional rights or privileges identified. The Company is in need of financing to be able to continue its activities as described in note 1. The Pre-Funded Warrants were exercised in full on June 24, 2022 for gross proceeds of $ 65 . Total issue costs related to this private placement of $ 465,211 , were recorded under finance costs. During the month of August 2022, a total of 201,207 Series C Warrants and 972,763 Series D Warrants were exercised at $ 2.32 each in cashless transactions, which resulted in an aggregate total of 384,446 shares being issued for an aggregate value of $ 1,769,000 . The fair value of the Series C Warrants and Series D Warrants liability was determined using the Black-Scholes model. Warrants are revalued each period-end at fair value and accounted for in the Company's profit and loss statement under “gain on revaluation of derivatives”. Changes in the value of the liability related to the warrants for the nine-month period ended December 31, 2022 and 2021 were as follows: Warrants Amount Outstanding as at March 31, 2021 497,355 $ 10,462,137 Revaluation ( 8,853,111 ) Movements in exchange rates 32,916 Outstanding as at December 31, 2021 497,355 1,641,942 Outstanding as at March 31, 2022 1,925,929 $ 5,570,530 Warrants issued during the period 10,308,166 14,156,571 Warrants exercised during the period ( 1,173,970 ) ( 1,769,000 ) Warrants reclassified to equity during the period ( 497,355 ) ( 37,710 ) Revaluation gain ( 16,083,681 ) Movements in exchange rates ( 392,652 ) Outstanding as at December 31, 2022 10,562,770 1,444,058 The following table provides the relevant information on the outstanding warrants as at December 31, 2022: Reference Date of issuance Number of warrants outstanding Number of warrants exercisable Exercise price Expiry date Series A Warrants March 14, 2022 714,287 714,287 $ 11.20 September 14, 2027 Series B Warrants March 14, 2022 714,287 714,287 $ 11.20 March 14, 2028 Series C Warrants June 23, 2022 771,556 771,556 $ 2.32 June 23, 2027 Series C Warrants June 23, 2022 972,763 972,763 $ 2.32 June 23, 2029 Series D Warrants June 23, 2022 972,763 972,763 $ 2.32 June 24, 2024 Series E Warrants October 11, 2022 6,417,114 6,417,114 $ 1.62 October 11, 2027 10,562,770 10,562,770 $ 3.10 The holders of warrants listed above will be entitled to participate in dividends and other distributions of assets by the Company to its holders of common shares as though the holder then held common shares. The derivative warrant liabilities are measured at fair value at each reporting period and the reconciliation of changes in fair value for the respective nine-month periods is presented in the following tables: 2020 Warrants 2021 Warrants December 31, December 31, December 31, December 31, Balance - beginning of period $ 309,769 $ 6,174,137 $ 306,704 $ 4,288,000 Warrants reclassified to equity during the period ( 19,058 ) — ( 18,652 ) — Change in fair value to date of transfer to equity ( 279,056 ) ( 5,300,014 ) ( 276,527 ) ( 3,553,097 ) Translation effect ( 11,655 ) 20,701 ( 11,525 ) 12,215 Balance - end of period $— $ 894,824 $— $ 747,118 Series A Warrants Series B Warrants December 31, December 31, December 31, December 31, Balance - beginning of period $ 3,270,816 $— $ 1,683,241 $— Change in fair value ( 3,099,783 ) — ( 1,622,926 ) — Translation effect ( 136,418 ) — ( 59,975 ) — Balance - end of period $ 34,615 $— $ 340 $— Series C Warrants Series D Warrants December 31, December 31, December 31, December 31, Balance - beginning of period $— $— $— $— Warrants issued during the period 4,046,836 — 3,080,121 — Warrants exercised during the period ( 365,224 ) — ( 1,403,776 ) — Change in fair value ( 3,339,370 ) — ( 1,337,675 ) — Translation effect ( 121,760 ) — ( 51,319 ) — Balance - end of period $ 220,482 $— $ 287,351 $— Series E Warrants December 31, December 31, Balance - beginning of period $— $— Warrants issued during the period 7,029,614 — Change in fair value ( 6,128,344 ) — Balance - end of period $ 901,270 $— The fair value of the derivative warrant liabilities was estimated using the Black-Scholes option pricing model and based on the following assumptions: 2020 Warrants 2021 Warrants December 31, December 31, December 31, December 31, Share price N/A $ 14.35 N/A $ 14.35 Exercise price N/A $ 78.75 N/A $ 78.75 Dividend yield N/A — N/A — Risk-free interest N/A 1.10 % N/A 1.22 % Remaining contractual life (years) N/A 3.81 N/A 4.64 Expected volatility N/A 80.4 % N/A 79.2 % Series A Warrants Series B Warrants December 31, December 31, December 31, December 31, Share price $ 0.32 $— $ 0.32 $— Exercise price $ 11.20 $— $ 11.20 $— Dividend yield — — — — Risk-free interest 4.02 % — 4.75 % — Remaining contractual life (years) 4.71 — 0.71 — Expected volatility 94.2 % — 135.7 % — Series C Warrants Series D Warrants December 31, June 23, 2022 December 31, June 23, 2022 Share price $ 0.32 $ 2.90 $ 0.32 $ 2.90 Exercise price $ 2.32 $ 2.32 $ 2.32 $ 2.32 Dividend yield — — — — Risk-free interest 4.05 % 3.38 % 4.58 % 3.21 % Remaining contractual life (years) 4.48 5.00 1.48 2.00 Expected volatility 94.1 % 84.0 % 112.4 % 88.7 % Series E Warrants December 31, October 11, 2022 Share price $ 0.32 $ 1.54 Exercise price $ 1.62 $ 1.62 Dividend yield — — Risk-free interest 4.02 % 4.14 % Remaining contractual life (years) 4.78 5.00 Expected volatility 93.6 % 90.4 % The Company measured its derivative warrant liabilities at fair value on a recurring basis. These financial liabilities were measured using level 3 inputs. The Company uses the historical volatility of the underlying share to establish the expected volatility of the warrants. An increase or decrease in this assumption to estimate the fair values using the Black-Scholes option pricing model would result in an increase or a decrease in the fair value of the instruments, respectively. |