Shareholders’ equity | 6 Shareholders’ equity Authorized share capital An unlimited number of common shares, voting and participating, without par value. As of September 30, 2020, 523,821 common shares were available under the ESPP and no common shares have been issued. During the nine-month period ended September 30, 2020, the Company issued a total of 221,252 common shares [2019 –18,153] for a total cash consideration of $297 [2019 - $25] pursuant to the exercise of 221,252 stock options [2019 – 18,153] at an average exercise price of US$1.34 per option [2019 – US$1.32]. As a result, an amount of $216 [2019 - $26] previously included in additional paid-in capital related to the exercised options has been credited to share capital and deducted from additional paid-in capital. Pre-funded warrants – Private Placement On July 23, 2020, the Company entered into a securities purchase agreement to sell and issue in a private placement pre-funded warrants to purchase up to an aggregate of 6,655,131 of the Company’s common shares, at a purchase price of $3.7465 per pre-funded warrant for aggregate net proceeds of $24.8 million (the Private Placement). The Private Placement closed on July 24, 2020. Each pre-funded warrant is exercisable for one of the Company’s common shares at an exercise price of $0.01 per share, has no expiration date, and is immediately exercisable, subject to certain beneficial ownership limitations. The pre-funded warrants are classified and accounted for as equity. Open Market Sale Agreement On July 29, 2020, the Company entered into an Open Market Sale Agreement℠ (the Sales Agreement) with respect to an at-the-market offering program (ATM Program) under which the Company may issue and sell its common shares having an aggregate offering price of up to $50 million . The Company has not sold shares under the ATM program as of the date of this filing. Additional paid-in capital Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Opening balance $ 5,795 $ $ 3,805 $ 2,655 Share-based compensation expense 1,343 3,515 837 Exercise of stock options (34) — (216) (26) Closing balance $ 7,104 $ 3,466 $ 7,104 $ 3,466 Share-based compensation Under the 2019 Plan and 2011 Plan, unless otherwise decided by the Board of Directors, options vest and are exercisable as follows: 25% vest and are exercisable on the one year anniversary of the grant date and one thirty-sixth (1/36 th ) of the remaining options vest and are exercisable each month thereafter, such that options are vested in full on four-year anniversary of the grant date. In the nine-month period ended on September 30, 2020, the Company granted stock options under the 2019 Plan that also vest and are exercisable in equal monthly installments over periods of 12 months to 48 months. On January 1, 2020, the number of the Company’s common shares reserved for issuance under the 2019 Plan increased by 980,229 common shares. In addition, 42,576 options forfeited under the 2011 Plan after adoption of the 2019 Plan and became available for issuance under the 2019 Plan. As of September 30, 2020, there were 3,339,738 shares available for issuance under the 2019 Plan, of which 1,686,048 shares were available for future grants. The total outstanding and exercisable options from the 2011 Plan and 2019 Plan as at September 30 were as follows: 2020 2019 Weighted Weighted Number average Number average of shares exercise of shares exercise 2019 Plan 2011 Plan Total price 2019 Plan 2011 Plan Total price Outstanding at beginning of period - 2011 Plan — 2,364,526 2,364,526 $ 2.15 — 2,295,045 2,295,045 $ 1.77 Outstanding at beginning of period - 2019 Plan 220,140 — 220,140 20.78 — — — — Granted - 2011 Plan — — — — — 116,739 116,739 9.42 Granted - 2019 Plan 1,474,460 — 1,474,460 12.91 241,378 — 241,378 20.34 Exercised - 2011 Plan — (221,252) (221,252) 1.34 — (18,153) (18,153) 1.32 Forfeited - 2011 Plan — (28,478) (28,478) 2.57 — — — — Forfeited - 2019 Plan (37,913) — (37,913) 21.46 — — — — Cancelled - 2019 Plan (2,997) — (2,997) 21.48 — — — — Outstanding - 9/30/2020 1,653,690 2,114,796 3,768,486 $ 7.30 241,378 2,393,631 2,635,009 $ 3.81 Outstanding - 9/30/2020 - Weighted average exercise price $ 13.78 $ 2.23 $ 20.34 $ 2.15 Exercisable at end of period 155,501 1,445,244 1,600,745 $ 2.77 — 906,994 906,994 $ 1.49 Exercisable at end of period - Weighted average exercise price $ 10.11 $ 1.99 $ — $ 1.49 As of September 30, 2020, the weighted average remaining contractual life was 8.2 [2019 – 6.25 years]. The weighted average remaining contractual life was 7.2 years for vested options [2019 – 6.7 years]. There were 66,391 options forfeited and 2,997 options cancelled for the nine-month period ended September 30, 2020 [2019 – nil]. Options granted are valued using the Black-Scholes option pricing model. Amortization of the fair value of the options over vesting years has been expensed and credited to additional paid-in capital in shareholders’ equity. The weighted average fair values of options granted in the nine-month period ended September 30, 2020 was $9.14 per share [2019 - $11.76]. Share-based compensation expense recognized for the nine-month period ended September 30, 2020 was $3,515 [2019 - $837]. As of September 30, 2020, there was $17,847 [2019 – $6,193] of total unrecognized compensation cost, related to non-vested share options, which is expected to be recognized over a remaining weighted average vesting period of 2.4 years [2019 – 2.9 years]. The non-vested options as at September 30 were as follows: 2020 2019 Number Weighted Number Weighted of options average of options average 2019 Plan 2011 Plan Total fair value 2019 Plan 2011 Plan Total fair value Non-vested share options at beginning of period - 2011 Plan — 1,152,300 1,152,300 $ 1.88 — 1,706,303 1,706,303 $ 1.35 Non-vested share options at beginning of period - 2019 Plan 218,975 — 218,975 $ 14.44 — — — $ — Granted - 2011 Plan — — — — — 116,739 116,739 6.65 Granted - 2019 Plan 1,474,460 — 1,474,460 9.14 241,378 — 241,378 14.23 Vested, outstanding 2011 Plan — (454,270) (454,270) 1.87 — (336,405) (336,405) 1.21 Vested, outstanding 2019 Plan (154,336) — (154,336) 6.99 — — — - Forfeited - 2011 Plan — (28,478) (28,478) 1.84 — — — — Forfeited - 2019 Plan (37,913) — (37,913) 15.21 — — — — Cancelled - 2019 Plan (2,997) — (2,997) 15.25 — — — — Non-vested share options at end of period 1,498,189 669,552 2,167,741 $ 7.48 241,378 1,486,637 1,728,015 $ 3.53 Non-vested share options at end of period - Weighted average fair value $ 9.97 $ 1.90 $ 14.23 $ 1.79 The fair value of share-based payment transaction is measured using Black-Scholes valuation model. This model also requires assumptions, including expected option life, volatility, risk-free interest rate and dividend yield, which greatly affect the calculated values. The fair value of options granted was estimated using the Black-Scholes option pricing model, resulting in the following weighted average assumptions for the options granted for the three and nine months ended September 30: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Exercise price $ — $ $ 12.91 $ 16.78 Share price $ — $ $ 12.91 $ 16.78 Volatility — % 10 % 84 % 80 % Risk-free interest rate — % 1.54 % 1.06 % 1.94 % Expected life — 6.25 5.89 6.25 Dividend — % % % % Expected volatility is determined using comparable companies for which the information is publicly available. The risk-free interest rate is determined based on the U.S. sovereign rates benchmark in effect at the time of grant with a remaining term equal to the expected life of the option. Expected option life is determined based on the simplified method as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The simplified method is an average of the contractual term of the options and its ordinary vesting period. Dividend yield is based on the share option’s exercise price and expected annual dividend rate at the time of grant. The Company recognized share-based compensation expense as follows for the three months ended September 30: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Administration $ 525 $ 194 $ 1,367 $ 396 Research and development 580 124 1,495 358 Commercial activities 238 32 653 83 $ 1,343 $ 350 $ 3,515 $ 837 |