Shareholders' Equity | 11. Shareholders’ Equity a. Equity Offerings Initial Public Offering The Company closed its initial public offering (“IPO”) on May 3, 2017, pursuant to which the Company sold 4,894,467 common shares including the sale of 394,467 common shares to the underwriters upon their partial exercise of their over-allotment option to purchase additional shares on May 31, 2017. The public offering price of the shares sold in the IPO was $13.00 per share. The Company received net proceeds of approximately $54.2 million, after underwriting discounts, commissions and offering expenses of $9.4 million c) 2018 Public Offering On June 11, 2018, the Company closed an offering pursuant to which the Company sold common shares including the sale of common shares to the underwriters upon their full exercise of their over-allotment option at an offering price of $15.75 per share . The Company received net proceeds of approximately $ million, after underwriting discounts, commissions and offering expenses of $7.1 million 2019 Public Offering On June 24, 2019, the Company closed an offering pursuant to which the Company sold 7,013,892 common shares including the sale of 1,458,336 common shares to the underwriters upon their full exercise of their over-allotment option at an offering price of $18.00 per common share and 4,166,690 Pre-Funded (note 11d) in lieu of common shares at $17.9999 per Pre-Funded Warrant . Net proceeds were approximately $188.0 million, after underwriting discounts, commissions and offering expenses of $13.2 million b. Authorized On May , , the Company’s new Articles of Incorporation were issued under which the Company has an unlimited number of voting Common Shares and Preferred Shares without par value. Under the Company’s former Articles of Incorporation dated December , , the Company had authorized Redeemable Convertible Class A Preferred Shares. c Preferred Shares and Redeemeable Convertible Class A Preferred Shares As of December 31, 2019 and 2018, no preferred shares were issued or outstanding, respectively. The rights and preferences of the unissued Preferred Shares are as follows: Holders of Preferred Shares will be entitled to preference with respect to payment of dividends over the Common Shares and any other shares ranking junior to the Preferred Shares. In the event of the liquidation, dissolution or winding-up The Preferred Shares may also be given such other preferences over the Common Shares and any other shares ranking junior to the Preferred Shares as may be fixed by directors’ resolution as to the respective series authorized to be issued. Prior to the IPO, the Company issued Redeemable Convertible Class A Preferred Shares (“Class A Preferred Shares”). The Company assessed the issued Class A Preferred Shares for any beneficial conversion features or embedded derivatives, including the conversion option, that would require bifurcation from the applicable series of preferred shares and receive separate accounting treatment. On the date of the issuance of preferred shares, the fair value of the common shares into which the Class A Preferred Shares were convertible was less than the effective conversion price of such shares and, as such, there was no intrinsic value of the conversion option on the commitment date. There was a contingent beneficial conversion feature that would have become applicable if an initial public offering was completed at an issue price in excess of the conversion price within one year of the date the preferred shares were issued. Prior to the IPO, the Company classified its Class A Preferred Shares outside of permanent equity as the redemption of such shares was not solely under the control of the Company. Immediately prior to the consummation of the IPO, all outstanding Class A Preferred Shares were converted into 7,098,194 common shares on a 1-for-1.349367 Preferred Shares As a result of conversion the Company issued 7,098,194 common shares in exchange for 5,260,404 Class A Preferred Shares. The paid-in d Pre-Funded On June 24, 2019, the Company completed a public offe r a nd P F W P F W the right Pre-Funded Pre-Funded Pre-Funded W As the Pre-Funded Warrants meet the condition for equity classification, proceeds from issuance of the Pre-Funded Warrants, net of any transaction costs, are recorded in additional paid-in capital. Upon exercise of the Pre-Funded Warrants, the historical costs recorded in additional paid-in capital along with the Exercise Price collected from holders will be recorded in common shares. e Stock-Based Compensation Original Stock Option Plan: On July 14, 2006, the shareholders approved an employee stock option plan (the “Original Plan”). The Original Plan provides for the granting of options to directors, officers, employees and consultants. Options to purchase common shares may be granted at an exercise price of each option equal to the last private issuance of common shares immediately preceding the date of the grant. The total number of options outstanding is not to exceed 20% of the issued common shares of the Company. Options granted under the Original Plan are exercisable at various dates over their ten-year Options issued to employees under the Original Plan vest over 4 years. Options issued to directors under the Original Plan vest over 3 years, and options issued to consultants and members of the Scientific Advisory Board under the Original Plan vest immediately upon issuance. The exercise prices of the Company’s stock options under the Original Plan foreign exchange New Stock Option Plan: On April 10, 2017, the Company’s shareholders approved a new stock option plan, which became effective immediately prior to the consummation of the IPO. This plan allowed for the grant of options to directors, officers, employees and consultants in U.S. or Canadian dollars, and also permitted the Company to grant incentive stock options (“ISOs”), within the meaning of Section 422 of the Internal Revenue Code, to its employees. On June 7, 2018, the Company’s shareholders approved an amendment and restatement of this plan (this plan, as amended and restated, the “New Plan”), which includes an article that allows the Company to grant restricted shares, restricted share units (“RSU”) and other share-based awards, in addition to stock options. All restricted share, RSU or other share-based award terms and conditions will be specified in future grant agreements. To date, no restricted shares, RSUs or other stock-based awards have been granted. The maximum number of common shares reserved for issuance under the New Plan is 5,686,097, which includes 3,985,768 shares issuable upon exercise of stock 2 019 and All options granted under the New Plan will have an exercise price determined and approved by the Board on the date of the grant, which shall not be less than the market price of the common shares at such time. For the purposes of the New Plan, the market price of a common share shall be the closing sale price of a share on the grant date reported by the stock exchange with the greatest trading volume or, if such day is not a trading day, the closing sale price reported for the immediately preceding trading day. The Company may convert a market price denominated in Canadian dollars into United States dollars and vice versa and such converted amount shall be the market price. An option shall be exercisable during a period established by the Board which shall commence on the date of the grant and shall terminate not later than ten years after the date of the granting of the option. The New Plan provides that the exercise period shall automatically be extended if the date on which it is scheduled to terminate shall fall during a black-out black-out The following table summarizes the Company’s stock options granted in Canadian dollars under the Original Plan and the New Plan: Number Weighted- Weighted- Weighted- Aggregate Aggregate Outstanding, December 31, 2017 2,263,712 14.24 11.35 7.53 1,455 1,160 Granted 326,975 16.51 12.74 Expired (7,908 ) 16.22 12.52 Exercised (94,812 ) 8.81 6.80 Forfeited (41,977 ) 18.09 13.96 Outstanding, December 31, 2018 2,445,990 14.66 10.74 6.99 14,421 10,571 Granted 358,800 22.92 17.14 Expired (1,047 ) 4.75 3.65 Exercised (403,553 ) 12.53 9.46 Forfeited (43,777 ) 18.42 13.91 Outstanding, December 31, 2019 2,356,413 16.21 12.46 6.70 101,404 77,807 December 31, 2019 Exercisable 1,623,284 14.49 11.12 5.89 72,648 55,743 Vested and expected to vest 2,317,044 16.15 12.39 6.67 99,860 76,622 The following table summarizes the Company’s stock options granted in U.S. dollars under the New Plan: Number Weighted- Weighted- Aggregate Outstanding, December 31, 2017 636,595 9.70 9.46 15 Granted 910,783 13.03 Expired — — Exercised — — Forfeited (7,600 ) 9.82 Outstanding, December 31, 2018 1,539,778 11.67 9.02 4,876 Granted 1,501,750 19.89 Expired — — Exercised (126,108 ) 13.32 Forfeited (62,074 ) 14.91 Outstanding, December 31, 2019 2,853,346 15.85 8.66 84,481 December 31, 2019 Exercisable 712,423 11.21 7.66 24,403 Vested and expected to vest 2,738,378 15.79 8.60 81,255 The Company received cash proceeds of $5,498 (C$6,683) (2018: $682 (C$883), 2017: $965 (C$1,250)) from stock options exercised. The stock options expire at various dates from June 30, 2020 to November 7, 2029.A summary of the non-vested Number of Weighted-average Weighted- Non-vested, 899,079 10.25 7.51 Options granted 358,800 14.89 11.42 Options vested (482,042 ) 28.06 21.53 Options forfeited and cancelled (42,708 ) 16.43 12.60 Non-vested, 733,129 16.03 12.30 A summary of the non-vested Number of Weighted- Non-vested, 1,254,428 7.31 Options granted 1,501,750 13.01 Options vested (553,181 ) 7.43 Options forfeited and cancelled (62,074 ) 9.63 Non-vested, 2,140,923 11.21 The estimated fair value of options granted to officers, directors, employees and consultants is amortized over the vesting period. Stock-based compensation expense for equity classified instruments, as well as the financial statement impact of the periodic revaluation of liability classified equity instruments (note 2), is recorded in research and development expenses, general and administration expenses and finance expense (income) as follows: Year Ended December 31, 2019 2018 2017 Research and development expenses: Stock-based compensation for equity classified instruments $ 5,939 $ 2,203 $ 913 Change in fair value of liability classified equity instruments 8,358 2,032 492 $ 14,297 $ 4,235 $ 1,405 General and administrative expenses: Stock-based compensation for equity classified instruments $ 6,737 $ 3,693 $ 1,852 Change in fair value of liability classified equity instruments 27,470 5,362 486 $ 34,207 $ 9,055 $ 2,338 Finance expense (income): Stock-based compensation for equity classified instruments $ — $ 1 $ — Change in fair value of liability classified equity instruments 166 150 (314 ) $ 166 $ 151 $ (314 ) For the year ended December 31, 2019, stock of paid-in paid-in paid-in The estimated fair value of stock options granted in Canadian dollars under the Original Plan and the New Plan was determined using the Black-Scholes option pricing model with the following weighted-average assumptions: Year ended December 31, 2019 2018 2017 Dividend yield 0 % 0 % 0 % Expected volatility 73.59 % 66.25 % 66.25 % Risk-free interest rate 1.47 % 2.18 % 1.44 % Forfeiture rate 5.37 % 5.37 % 4.75 % Expected average life of options 6.05 years 5.91 years 5.90 years The estimated fair value of stock options granted in U.S. dollars under the New Plan was determined using the Black-Scholes option pricing model with the following weighted-average assumptions: Year ended December 31, 2019 2018 2017 Dividend yield 0 % 0 % 0 % Expected volatility 73.15 % 66.78 % 65.89 % Risk-free interest rate 2.23 % 2.69 % 1.84 % Forfeiture rate 5.37 % 5.37 % 4.75 % Expected average life of options 6.03 years 5.88 years 5.89 years Expected Volatility entities of similar complexity and stage of development and calculates historical volatility using the volatility of these companies. Risk-Free Interest Rate Expected Term Share Fair Value The weighted-average Black-Scholes option pricing assumptions for liability classified stock options outstanding at December 31, 2019 and 2018 are as follows: December 31, December 31, Dividend yield 0 % 0 % Expected volatility 76.09 % 72.27 % Risk-free interest rate 1.68 % 1.94 % Forfeiture rate 5.37 % 5.37 % Expected average option term 3.38 years 3.59 years Number of liability classified share options outstanding 1,249,365 1,437,163 The total intrinsic value of stock options exercised during the years ended December 31, 2019, 2018 and 2017 was $9,416, $2,388 and $1,550 respectively. At December 31, 2019, the unamortized compensation expense related to unvested options was $16,720. The remaining unamortized compensation expense as of December 31, 2019 will be recognized over a weighted-average period of 1.8 years. f Employee Stock Purchase Plan: On April 10, 2017, the Company’s shareholders approved an employee stock purchase plan (“ESPP ”) which became effective immediately prior to the consummation of the Company’s IPO. On June 7, 2018, certain amendments to the ESPP were approved by shareholders. Prior to these amendments, the ESPP allowed eligible employees to acquire common shares at a discounted purchase price of 85% of the market value of the Company’s common shares on the purchase date. The ESPP, as amended, allows eligible employees to acquire common shares at a discounted purchase price of the lesser of (i) 85% of the market price of a common share on the first day of the applicable purchase period and (ii) 85% of the market price of a common share on the purchase date. The Company currently holds offerings consisting of a single six-month January and July of each calendar year, with a single purchase date at the end of the purchase period on June and December of each calendar year. Eligible employees are able to contribute up to 15% of their gross base earnings for purchases under the ESPP through regular payroll deductions. Purchases of shares under the ESPP are limited for each employee at $25 thousand As this plan is considered compensatory , the Company recognizes compensation expense on these awards based on their estimated grant date fair value using the Black-Scholes option pricing model. The Company recognizes compensation expense in the consolidated statements of loss and comprehensive loss on a straight-line basis over the requisite service period. For the year ended December 31, 2019, the Company recorded compensation expense of $326 (2018: $114) in research and development expense and general and administrative expense accounts. As of December 31, 2019, total amount contributed by the ESPP participants and not yet settled is $435 (December 31, 2018: $359). |