Stockholders' equity | 5. Stockholders’ equity (a) Share capital Neoleukin is authorized to issue two classes of stock, common and preferred. The total number of shares Neoleukin is authorized to issue is 105,000,000 shares, comprised of 100,000,000 common stock and 5,000,000 preferred stock, both with a par value of $0.000001 per share. As of March 31, 2020 and December 31, 2019, the total number of shares of common stock issued and outstanding was 38,386,160 and 37,996,849, respectively. As of March 31, 2020 and December 31, 2019, the total number of shares of preferred stock issued or outstanding was nil. (b) Pre-funded common stock warrants On December 17, 2019, Neoleukin entered into an exchange agreement (the “Exchange Agreement”) with certain stockholders, pursuant to which the Company exchanged an aggregate of 10,925,481 shares of common stock held by the stockholders for pre-funded warrants (the “Exchange Warrants”) to purchase an aggregate of 10,925,481 shares of common stock (subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting common stock), with an exercise price of $0.000001 per share. The Exchange Warrants may be exercised at any time after the date of issuance, except that the Exchange Warrants cannot be exercised by the stockholders if, after giving effect thereto, the stockholders would beneficially own more than 9.99% of the outstanding common stock, subject to certain exceptions. The holders of the Exchange Warrants will not have the right to vote on any matter except to the extent required by Delaware law. As the Exchange Warrants meet the conditions for equity classification, the proceeds previously received for the shares of common stock will remain in additional paid-in capital. Upon the exercise of the warrants the proceeds received along with the exercise price will be recorded in common stock. (c) Stock option plan The Company’s 2014 Equity Incentive Plan (“2014 Plan”) became effective in March 2014. The 2014 Plan is the successor to and continuation of the Joint Canadian Stock Option Plan (the “2006 Plan”). No further grants will be made under the 2006 Plan. The 2014 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards, and other forms of equity awards to employees, directors, and consultants. As at March 31, 2020, the maximum number of shares of common stock that may be issued under the 2014 Plan was 10,273,506 shares. Additionally, the number of shares of common stock reserved for issuance under the 2014 Plan will automatically increase on January 1 of each year for a period of up to 10 years, beginning on January 1, 2015 and ending on and including January 1, 2024, by 4% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the board of directors. Stock option transactions and the number of stock options outstanding are summarized below: NUMBER OF WEIGHTED WEIGHTED AGGREGATE Outstanding at December 31, 2019 5,840,538 $ 5.11 7.72 $ 45,037 Options granted 290,700 7.63 Options exercised (376,311 ) 9.03 Options forfeited (410,000 ) 16.91 Outstanding at March 31, 2020 5,344,927 $ 4.06 8.70 $ 40,431 Exercisable as of March 31, 2020 1,040,512 $ 7.28 5.56 $ 5,462 During the three months ended March 31, 2020, the Company granted stock options to purchase 290,700 shares of common stock to employees. The stock options granted to employees have an exercise price per share ranging from $6.44 to $12.44 and vest 25% one year after the beginning of the vesting period and thereafter ratably each month over the following thirty-six months. All stock options under the 2014 Plan are subject to a 10-year expiration period. During the three months ended March 31, 2020, 376,311 shares of common stock were issued upon exercise of options with an aggregate intrinsic value of $1.3 million. Restricted stock units Restricted stock unit transactions and the number of unvested stock restricted stock units are summarized below: NUMBER OF WEIGHTED Non-vested at December 31, 2019 72,000 $ 3.47 Restricted stock units granted 75,000 6.44 Restricted stock units vested (13,000 ) 3.47 Non-vested at March 31, 2020 134,000 $ 5.13 During the three months ended March 31, 2020, the Company granted 75,000 restricted stock units to employees with a grant date fair value per share of $6.44. The restricted stock units granted vest one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date and one-third on the third anniversary of the grant date. There is no expiration period for the restricted stock units under the 2014 Plan. During the three months ended March 31, 2020, 13,000 shares were issued upon the vesting of the restricted stock units with an aggregate intrinsic value of $0.1 million. (d) Stock-based compensation The fair value of stock options granted is estimated using the Black-Scholes option pricing model with the following weighted average assumptions: THREE MONTHS ENDED MARCH 31, 2020 2019 Expected volatility 90 % N/A Expected dividends 0 % N/A Expected terms (years) 6.05 N/A Risk free rate 0.78 % N/A Weighted average grant-date fair value of stock options $ 5.62 N/A The Company amortizes the fair value of the stock options on a straight-line basis over the applicable requisite service periods of the awards, which is generally the vesting period. Stock-based compensation expense charged to research and development expenses was $0.3 million and $0.1 million for the three months ended March 31, 2020 and 2019, respectively. Stock-based compensation expense charged to general and administrative expenses was $0.4 million and $1.0 million for the three months ended March 31, 2020 and 2019, respectively. Total unrecognized compensation cost for all stock-based compensation plans was $9.8 million and $6.7 million as of March 31, 2020 and 2019, respectively, which is expected to be recognized over a weighted-average period of 3.36 years (March 31, 2019 – 2.61 years). |