Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 06, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Entity Registrant Name | Milestone Pharmaceuticals Inc. | |
Title of 12(b) Security | Common Shares | |
Trading Symbol | MIST | |
Security Exchange Name | NASDAQ | |
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 | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 29,822,897 | |
Entity Central Index Key | 0001408443 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 46,910 | $ 119,818 |
Short-term investments (note 3) | 56,000 | |
Research and development tax credits receivable | 822 | 578 |
Prepaid expenses | 3,504 | 1,845 |
Other receivables | 183 | 258 |
Total current assets | 107,419 | 122,499 |
Operating lease right-of-use assets | 1,045 | 524 |
Property and equipment | 333 | 405 |
Total assets | 108,797 | 123,428 |
Current liabilities | ||
Accounts payable and accrued liabilities (note 5) | 5,647 | 7,997 |
Current portion of operating lease liabilities | 234 | 330 |
Total current liabilities | 5,881 | 8,327 |
Operating lease liabilities | 718 | 184 |
Total liabilities | 6,599 | 8,511 |
Shareholders’ Equity (note 6, note 9) | ||
Common shares, no par value, unlimited shares authorized, 24,727,000 shares issued and outstanding as of September 30, 2020, 24,505,748 shares issued and outstanding as of December 31, 2019 | 226,758 | 226,245 |
Pre-funded warrants | 24,770 | |
Additional paid-in capital | 7,104 | 3,805 |
Cumulative translation adjustment | (1,634) | (1,634) |
Accumulated deficit | (154,800) | (113,499) |
Total shareholders’ equity | 102,198 | 114,917 |
Total liabilities, and shareholders’ equity | $ 108,797 | $ 123,428 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Condensed Consolidated Balance Sheets | ||
Common shares, par value (in dollars per share) | $ 0 | $ 0 |
Common shares, Shares authorized (in shares) | Unlimited | Unlimited |
Common shares, Shares issued (in shares) | 24,727,000 | 24,505,748 |
Common shares, Shares outstanding (in shares) | 24,727,000 | 24,505,748 |
Warrants issued | 6,655,131 | |
Warrants outstanding | 6,655,131 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating expenses | ||||
Research and development, net of tax credits (note 8) | $ 8,228 | $ 9,545 | $ 28,722 | $ 27,836 |
General and administrative | 2,952 | 2,104 | 8,611 | 4,725 |
Commercial | 905 | 2,076 | 4,615 | 6,428 |
Loss from operations | (12,085) | (13,725) | (41,948) | (38,989) |
Interest income, net of bank charges | 89 | 821 | 630 | 1,993 |
Loss and comprehensive loss before income taxes | (11,996) | (12,904) | (41,318) | (36,996) |
Income tax recovery | (17) | (73) | (17) | (55) |
Net loss and comprehensive loss for the period | $ (11,979) | $ (12,831) | $ (41,301) | $ (36,941) |
Weighted average number of shares outstanding, basic and diluted | 29,774,065 | 24,490,742 | 26,329,581 | 12,848,974 |
Net loss per share, basic and diluted (note 7) | $ (0.40) | $ (0.52) | $ (1.57) | $ (2.87) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity and Convertible Preferred Shares - USD ($) $ in Thousands | Common Shares | Pre-funded warrants | Additional paid-in capital | Cumulative translation adjustment | Accumulated deficit | Class A1 preferred shares | Class A2 preferred shares | Class B preferred shares | Class C preferred shares | Class D1 preferred shares | Class D2 preferred shares | Total |
Balance at the beginning of period at Dec. 31, 2018 | $ 2,039 | $ 2,655 | $ (1,634) | $ (58,270) | $ 83,548 | |||||||
Balance at the beginning of period (in shares) at Dec. 31, 2018 | 596,787 | |||||||||||
Temporary equity, balance at the beginning of period at Dec. 31, 2018 | $ 2,027 | $ 12,643 | $ 17,198 | $ 27,236 | $ 64,719 | $ 14,935 | ||||||
Temporary equity, balance at the beginning of period (in shares) at Dec. 31, 2018 | 372,211 | 2,443,914 | 2,830,907 | 3,786,878 | 6,893,236 | 1,223,656 | ||||||
Increase (Decrease) in Stockholders' Equity and Temporary Equity | ||||||||||||
Net loss and comprehensive loss | (10,452) | (10,452) | ||||||||||
Exercise of stock options (note 6) | $ 51 | (26) | 25 | |||||||||
Exercise of stock options (note 6) (in shares) | 18,153 | |||||||||||
Share-based compensation (note 6) | 211 | 211 | ||||||||||
Balance at the end of period at Mar. 31, 2019 | $ 2,090 | 2,840 | (1,634) | (68,722) | 73,332 | |||||||
Balance at the end of period (in shares) at Mar. 31, 2019 | 614,940 | |||||||||||
Temporary equity, balance at the end of period at Mar. 31, 2019 | $ 2,027 | $ 12,643 | $ 17,198 | $ 27,236 | $ 64,719 | $ 14,935 | ||||||
Temporary equity, balance at the end of period (in shares) at Mar. 31, 2019 | 372,211 | 2,443,914 | 2,830,907 | 3,786,878 | 6,893,236 | 1,223,656 | ||||||
Balance at the beginning of period at Dec. 31, 2018 | $ 2,039 | 2,655 | (1,634) | (58,270) | 83,548 | |||||||
Balance at the beginning of period (in shares) at Dec. 31, 2018 | 596,787 | |||||||||||
Temporary equity, balance at the beginning of period at Dec. 31, 2018 | $ 2,027 | $ 12,643 | $ 17,198 | $ 27,236 | $ 64,719 | $ 14,935 | ||||||
Temporary equity, balance at the beginning of period (in shares) at Dec. 31, 2018 | 372,211 | 2,443,914 | 2,830,907 | 3,786,878 | 6,893,236 | 1,223,656 | ||||||
Increase (Decrease) in Stockholders' Equity and Temporary Equity | ||||||||||||
Net loss and comprehensive loss | (36,941) | |||||||||||
Exercise of stock options (note 6) | (26) | |||||||||||
Share-based compensation (note 6) | 837 | |||||||||||
Balance at the end of period at Sep. 30, 2019 | $ 226,211 | 3,466 | (1,634) | (95,211) | 132,832 | |||||||
Balance at the end of period (in shares) at Sep. 30, 2019 | 24,490,742 | |||||||||||
Balance at the beginning of period at Mar. 31, 2019 | $ 2,090 | 2,840 | (1,634) | (68,722) | 73,332 | |||||||
Balance at the beginning of period (in shares) at Mar. 31, 2019 | 614,940 | |||||||||||
Temporary equity, balance at the beginning of period at Mar. 31, 2019 | $ 2,027 | $ 12,643 | $ 17,198 | $ 27,236 | $ 64,719 | $ 14,935 | ||||||
Temporary equity, balance at the beginning of period (in shares) at Mar. 31, 2019 | 372,211 | 2,443,914 | 2,830,907 | 3,786,878 | 6,893,236 | 1,223,656 | ||||||
Increase (Decrease) in Stockholders' Equity and Temporary Equity | ||||||||||||
Net loss and comprehensive loss | (13,658) | (13,658) | ||||||||||
Share-based compensation (note 6) | 276 | 276 | ||||||||||
Initial public offering | $ 85,363 | 85,363 | ||||||||||
Initial public offering (in shares) | 6,325,000 | |||||||||||
Preferred share conversion (note 6) | $ 138,758 | $ (2,027) | $ (12,643) | $ (17,198) | $ (27,236) | $ (64,719) | $ (14,935) | |||||
Preferred share conversion (note 6) (in shares) | 17,550,802 | (372,211) | (2,443,914) | (2,830,907) | (3,786,878) | (6,893,236) | (1,223,656) | |||||
Balance at the end of period at Jun. 30, 2019 | $ 226,211 | 3,116 | (1,634) | (82,380) | 145,313 | |||||||
Balance at the end of period (in shares) at Jun. 30, 2019 | 24,490,742 | |||||||||||
Increase (Decrease) in Stockholders' Equity and Temporary Equity | ||||||||||||
Net loss and comprehensive loss | (12,831) | (12,831) | ||||||||||
Share-based compensation (note 6) | 350 | 350 | ||||||||||
Balance at the end of period at Sep. 30, 2019 | $ 226,211 | 3,466 | (1,634) | (95,211) | 132,832 | |||||||
Balance at the end of period (in shares) at Sep. 30, 2019 | 24,490,742 | |||||||||||
Balance at the beginning of period at Dec. 31, 2019 | $ 226,245 | 3,805 | (1,634) | (113,499) | $ 114,917 | |||||||
Balance at the beginning of period (in shares) at Dec. 31, 2019 | 24,505,748 | 24,505,748 | ||||||||||
Increase (Decrease) in Stockholders' Equity and Temporary Equity | ||||||||||||
Net loss and comprehensive loss | (16,343) | $ (16,343) | ||||||||||
Exercise of stock options (note 6) | $ 133 | (56) | 77 | |||||||||
Exercise of stock options (note 6) (in shares) | 53,722 | |||||||||||
Share-based compensation (note 6) | 981 | 981 | ||||||||||
Balance at the end of period at Mar. 31, 2020 | $ 226,378 | 4,730 | (1,634) | (129,842) | 99,632 | |||||||
Balance at the end of period (in shares) at Mar. 31, 2020 | 24,559,470 | |||||||||||
Balance at the beginning of period at Dec. 31, 2019 | $ 226,245 | 3,805 | (1,634) | (113,499) | $ 114,917 | |||||||
Balance at the beginning of period (in shares) at Dec. 31, 2019 | 24,505,748 | 24,505,748 | ||||||||||
Increase (Decrease) in Stockholders' Equity and Temporary Equity | ||||||||||||
Net loss and comprehensive loss | $ (41,301) | |||||||||||
Exercise of stock options (note 6) | (216) | |||||||||||
Share-based compensation (note 6) | 3,515 | |||||||||||
Balance at the end of period at Sep. 30, 2020 | $ 226,758 | $ 24,770 | 7,104 | (1,634) | (154,800) | $ 102,198 | ||||||
Balance at the end of period (in shares) at Sep. 30, 2020 | 24,727,000 | 6,655,131 | 24,727,000 | |||||||||
Balance at the beginning of period at Mar. 31, 2020 | $ 226,378 | 4,730 | (1,634) | (129,842) | $ 99,632 | |||||||
Balance at the beginning of period (in shares) at Mar. 31, 2020 | 24,559,470 | |||||||||||
Increase (Decrease) in Stockholders' Equity and Temporary Equity | ||||||||||||
Net loss and comprehensive loss | (12,979) | (12,979) | ||||||||||
Exercise of stock options (note 6) | $ 298 | (126) | 172 | |||||||||
Exercise of stock options (note 6) (in shares) | 133,483 | |||||||||||
Share-based compensation (note 6) | 1,191 | 1,191 | ||||||||||
Balance at the end of period at Jun. 30, 2020 | $ 226,676 | 5,795 | (1,634) | (142,821) | 88,016 | |||||||
Balance at the end of period (in shares) at Jun. 30, 2020 | 24,692,953 | |||||||||||
Increase (Decrease) in Stockholders' Equity and Temporary Equity | ||||||||||||
Net loss and comprehensive loss | (11,979) | (11,979) | ||||||||||
Exercise of stock options (note 6) | $ 82 | (34) | 48 | |||||||||
Exercise of stock options (note 6) (in shares) | 34,047 | |||||||||||
Share-based compensation (note 6) | 1,343 | 1,343 | ||||||||||
Pre-funded warrants - Private placement (note 6) | $ 24,770 | 24,770 | ||||||||||
Pre-funded warrants - Private placement (note 6) (in shares) | 6,655,131 | |||||||||||
Balance at the end of period at Sep. 30, 2020 | $ 226,758 | $ 24,770 | $ 7,104 | $ (1,634) | $ (154,800) | $ 102,198 | ||||||
Balance at the end of period (in shares) at Sep. 30, 2020 | 24,727,000 | 6,655,131 | 24,727,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating activities | ||
Net loss for the period | $ (41,301) | $ (36,940) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of property and equipment | 72 | 14 |
Share-based compensation expense (note 6) | 3,515 | 837 |
Changes in operating assets and liabilities: | ||
Other receivables | 75 | (110) |
Research and development tax credits receivable | (244) | (166) |
Prepaid expenses | (1,659) | (2,119) |
Operating lease right of use asset, net | (83) | (11) |
Accounts payable and accrued liabilities | (2,350) | 4,001 |
Income taxes payable (receivable) | (55) | |
Net cash used in operating activities | (41,975) | (34,549) |
Investing Activities | ||
Acquisition of property and equipment | (312) | |
Acquisition of short-term investments | (60,000) | (35,000) |
Redemption of short-term investments | 4,000 | 5,029 |
Net cash used in investing activities | (56,000) | (30,283) |
Financing activities | ||
Net proceeds from issuance of common shares in Initial Public Offering | 85,361 | |
Issuance of common shares on exercise of share options (note 6) | 297 | 25 |
Net proceeds from issuance of pre-funded warrants in a private placement (note 9) | 24,770 | |
Net cash provided by financing activities | 25,067 | 85,386 |
Net increase (decrease) in cash and cash equivalents during the period | (72,908) | 20,554 |
Cash and cash equivalents – Beginning of period | 119,818 | 85,947 |
Cash and cash equivalents – End of period | $ 46,910 | $ 106,501 |
Organization and nature of oper
Organization and nature of operations | 9 Months Ended |
Sep. 30, 2020 | |
Organization and nature of operations | |
Organization and nature of operations | 1 Organization and nature of operations Milestone Pharmaceuticals Inc. (Milestone or the Company) is a biopharmaceutical company incorporated under the Business Corporations Act of Québec. Milestone is focused on the development and commercialization of innovative cardiovascular medicines. Milestone’s lead product candidate, etripamil, is a novel, potent short‑acting calcium channel blocker that the Company designed and is developing as a rapid‑onset nasal spray to be administered by patients. The Company is developing etripamil to treat paroxysmal supraventricular tachycardia, atrial fibrillation, and other cardiovascular indications. |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2020 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2 Summary of significant accounting policies a) Basis of consolidation The consolidated financial statements include the accounts of the Company and Milestone Pharmaceuticals USA, Inc. Milestone Pharmaceuticals USA, Inc. began its operations on March 3, 2017. All intercompany transactions and balances have been eliminated. b) Basis of presentation and use of accounting estimates These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and on a basis consistent with those accounting principles followed by the Company and disclosed in note 2 of its most recent annual consolidated financial statements except for new standard described in note 2 c). Certain information, in particular the accompanying notes normally included in the annual financial statements prepared in accordance with US GAAP have been omitted or condensed. Accordingly, the unaudited interim condensed consolidated financial statements do not include all the information required for full annual financial statements, and therefore, should be read in conjunction with the annual consolidated financial statements and the notes thereto for the year ended December 31, 2019. In the opinion of the Company's management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2020, and its results of operations for the three and nine months ended September 30, 2020 and 2019. The condensed consolidated balance sheet as of December 31, 2019, was derived from audited annual consolidated financial statements, but does not contain all of the footnote disclosures required by accounting principles generally accepted in the United States of America. These unaudited interim condensed consolidated financial statements are presented in US dollars, which is the Company’s functional currency. The preparation of unaudited interim condensed consolidated financial statements in conformity with US GAAP requires the Company to make estimates and judgments that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenue and expenses during the period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates and judgments include, but are not limited to, research and development tax credits recoverable, research and development expenses, and share-based compensation. Accordingly, actual results may differ from those estimates and such differences may be material. The Company will continue to evaluate the COVID-19 pandemic impact on the development timelines of its clinical programs. Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments. These estimates may change as new events occur and additional information is obtained and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements. c) Recently adopted accounting pronouncement New Accounting Policies - Financial Instruments - Credit Losses In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. The Company adopted ASU 2016-13 effective January 1, 2020 and the adoption did not have an impact on the measurement of credit losses. d) Significant Risks and Uncertainties With the global spread of the ongoing COVID-19 pandemic, the Company has implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on its business. The Company anticipates that the COVID-19 pandemic will continue to have an impact on the development timelines for its clinical programs. The extent to which the COVID-19 pandemic continues to impact its business, its clinical development and regulatory efforts, its corporate development objectives and the value of and market for its common shares will depend on future developments that remain highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the U.S., Europe and other countries, and the effectiveness of actions taken globally to contain and treat the disease. The global economic slowdown, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic could have a material adverse effect on the Company’s business, financial condition, results of operations and growth prospects. In addition, the Company is subject to other challenges and risks specific to its business and its ability to execute on its strategy, as well as risks and uncertainties common to companies in the pharmaceutical industry with development, including, without limitation, risks and uncertainties associated with: obtaining regulatory approval of its product candidate; delays or problems in the supply of its study drug or failure to comply with manufacturing regulations; identifying, acquiring or in-licensing product candidates; pharmaceutical product development and the inherent uncertainty of clinical success; and the challenges of protecting and enhancing its intellectual property rights; and complying with applicable regulatory requirements. In addition, to the extent the ongoing COVID-19 pandemic adversely affects the Company’s business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties discussed above. e) Sources of Liquidity and Funding Requirements Since inception, the Company incurred significant operating losses. Prior to May 2019, the Company financed its operations primarily through sales of convertible preferred shares to accredited investors generating net proceeds of $138.8 million. In May 2019, the Company received net proceeds of $85.4 million from its Initial Public Offering (IPO). In July 2020, the Company received $24.7 million of net proceeds from the private placement of pre-funded warrants to existing shareholders (note 6). The Company has incurred operating losses and experienced negative operating cash flows since its inception and anticipates to continue to incur losses for at least the next several years. As of September 30, 2020, the Company had cash, cash equivalents and short-term investments of $102.9 million and an accumulated deficit of $154.8 million. In October 2020, the Company concluded an offering of common shares and pre-funded warrants for gross proceeds of $51.7 million (note 9). Management expects the Company’s current operating plan and existing cash, cash equivalents and short-term investments to be sufficient to fund its operations and determined that there are no events or conditions that may cast substantial doubt on the Company’s ability to continue as a going concern for at least the next 12 months from the date of issuance of these unaudited interim financial statements. |
Short-term investments
Short-term investments | 9 Months Ended |
Sep. 30, 2020 | |
Short-term investments | |
Short-term investments | 3 Short-term investments Short-term investments are comprised of term deposits issued in US currency, earning interest between 0.48% and 0.86%, maturing between October 1, 2020 and August 16, 2021. These short term investments are in scope of ASC 320, Investments - Debt Securities. The short term investments maturity is greater than 90 days but less than one year, they are classified as held to maturity, recorded as current assets and are accounted for at amortized cost. |
Operating lease
Operating lease | 9 Months Ended |
Sep. 30, 2020 | |
Operating lease | |
Operating lease | 4 Operating lease On July 1, 2020, the Company entered into an arrangement for the lease renewal for its headquarters located in Ville Saint-Laurent, Quebec. The 5-year lease term is from December 1, 2020 expiring on November 30, 2025. The Company revalued the operating lease right-of-use asset and operating lease liabilities at the effective lease arrangement date of July 1, 2020. The interest rate implicit in lease contracts is not readily determinable and the Company does not have a public credit rating and carries no debt. As such, several factors were considered in the determination of the Company’s incremental borrowing rate used in determining the present value of lease payments. The Company’s examined credit ratings for similar companies, assumed equivalency between the Canadian and U.S. markets for collateralized debt and used rates for the remaining lease term of 65 months. This resulted in an incremental borrowing rate of 5.26%. Lease expenses are recognized on a straight-line basis over the lease term, which is accomplished by increasing the amortization of the right-of-use asset as interest expense on the lease liability declines over the lease term. The Company is not reasonably certain of renewing the lease following the current renewal option and recognized the right-of-use asset and operating lease liabilities to November 30, 2025. Right-of-use balance as at January 1, 2020 $ 524 Right-of-use adjustment renewal on July 1, 2020 735 Amortization of right-of-use asset nine-month period ended September 30, 2020 (214) $ 1,045 Operating lease expenses for the nine-month period ended September 30, 2020 was $240 [2019 – $202], which are included in general and administrative operating expenses in the consolidated statement of loss and comprehensive loss, and within operating activities in the statement of cash flows for the nine-month period ended September 30, 2020, and are comprised of two operating lease right-of-use assets. The following table summarizes the future minimum lease payments of operating lease right-of-use assets as at September 30, 2020: October 1, 2020 to September 30, 2021 $ 283 October 1, 2021 to September 30, 2022 277 October 1, 2022 to September 30, 2023 167 October 1, 2023 to September 30, 2024 167 October 1, 2024 to September 30, 2025 167 October 1, 2025 to November 30, 2025 15 1,076 Less interest (124) $ 952 |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Accounts payable and accrued liabilities | |
Accounts payable and accrued liabilities | 5 Accounts payable and accrued liabilities Accounts payable and accrued liabilities comprised the following: September 30, 2020 December 31, 2019 Trade accounts payable $ 4,256 $ 4,376 Accrued research and development liabilities 413 1,513 Other accrued liabilities 296 331 Accrued compensation and benefits payable 682 1,777 $ 5,647 $ 7,997 |
Shareholders' equity
Shareholders' equity | 9 Months Ended |
Sep. 30, 2020 | |
Shareholders’ equity | |
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 |
Net loss per share
Net loss per share | 9 Months Ended |
Sep. 30, 2020 | |
Net loss per share | |
Net loss per share | 7 Net loss per share Basic and diluted net loss per common share is determined by dividing net loss applicable to common shareholders by the weighted average number of common shares and pre-funded warrants outstanding during the period. Share-based compensation shares have been excluded from the calculation because their effects would be anti-dilutive. Therefore, the weighted average number of shares used to calculate both basic and diluted loss per share are the same. The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of September 30 as they would be anti-dilutive: 2020 2019 Share options and unvested restricted share awards 3,768,486 2,635,009 Amounts above reflect the common share equivalents of the noted instruments. |
Government assistance
Government assistance | 9 Months Ended |
Sep. 30, 2020 | |
Government assistance | |
Government assistance | 8 Government assistance The Company incurred research and development expenditures that are eligible for investment tax credits. The investment tax credits recorded are based on management’s estimates of amounts expected to be recovered and are subject to audit by the taxation authorities. These amounts have been recorded as a reduction of research and development expenditures for an amount of $470 for the nine-month period ended September 30, 2020 [2019 - $270]. |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent events. | |
Subsequent events | 9 Subsequent events On October 22, 2020, the Company entered into an underwriting agreement with Jefferies LLC and Piper Sandler & Co. as representatives of the several underwriters (collectively, the Underwriters) relating to the issuance and sale of (i) 5,095,897 common shares, without par value, at a price to the public of $5.25 per share, and (ii) pre-funded warrants to purchase 4,761,903 common shares at an exercise price equal to $0.01 per share, at a price to the public of $5.24 per common share underlying the pre-funded warrants (the Offering). The gross proceeds to the Company from the Offering were $51.7 million, including proceeds from the exercise of the Underwriters’ option to purchase additional shares. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Summary of significant accounting policies | |
Basis of consolidation | a) Basis of consolidation The consolidated financial statements include the accounts of the Company and Milestone Pharmaceuticals USA, Inc. Milestone Pharmaceuticals USA, Inc. began its operations on March 3, 2017. All intercompany transactions and balances have been eliminated. |
Basis of presentation and use of accounting estimates | b) Basis of presentation and use of accounting estimates These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and on a basis consistent with those accounting principles followed by the Company and disclosed in note 2 of its most recent annual consolidated financial statements except for new standard described in note 2 c). Certain information, in particular the accompanying notes normally included in the annual financial statements prepared in accordance with US GAAP have been omitted or condensed. Accordingly, the unaudited interim condensed consolidated financial statements do not include all the information required for full annual financial statements, and therefore, should be read in conjunction with the annual consolidated financial statements and the notes thereto for the year ended December 31, 2019. In the opinion of the Company's management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2020, and its results of operations for the three and nine months ended September 30, 2020 and 2019. The condensed consolidated balance sheet as of December 31, 2019, was derived from audited annual consolidated financial statements, but does not contain all of the footnote disclosures required by accounting principles generally accepted in the United States of America. These unaudited interim condensed consolidated financial statements are presented in US dollars, which is the Company’s functional currency. The preparation of unaudited interim condensed consolidated financial statements in conformity with US GAAP requires the Company to make estimates and judgments that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenue and expenses during the period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates and judgments include, but are not limited to, research and development tax credits recoverable, research and development expenses, and share-based compensation. Accordingly, actual results may differ from those estimates and such differences may be material. The Company will continue to evaluate the COVID-19 pandemic impact on the development timelines of its clinical programs. Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates, assumptions and judgments. These estimates may change as new events occur and additional information is obtained and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements. |
Recently adopted accounting pronouncements | c) Recently adopted accounting pronouncement New Accounting Policies - Financial Instruments - Credit Losses In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. The Company adopted ASU 2016-13 effective January 1, 2020 and the adoption did not have an impact on the measurement of credit losses. |
Significant Risks and Uncertainties | d) Significant Risks and Uncertainties With the global spread of the ongoing COVID-19 pandemic, the Company has implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on its business. The Company anticipates that the COVID-19 pandemic will continue to have an impact on the development timelines for its clinical programs. The extent to which the COVID-19 pandemic continues to impact its business, its clinical development and regulatory efforts, its corporate development objectives and the value of and market for its common shares will depend on future developments that remain highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the U.S., Europe and other countries, and the effectiveness of actions taken globally to contain and treat the disease. The global economic slowdown, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic could have a material adverse effect on the Company’s business, financial condition, results of operations and growth prospects. In addition, the Company is subject to other challenges and risks specific to its business and its ability to execute on its strategy, as well as risks and uncertainties common to companies in the pharmaceutical industry with development, including, without limitation, risks and uncertainties associated with: obtaining regulatory approval of its product candidate; delays or problems in the supply of its study drug or failure to comply with manufacturing regulations; identifying, acquiring or in-licensing product candidates; pharmaceutical product development and the inherent uncertainty of clinical success; and the challenges of protecting and enhancing its intellectual property rights; and complying with applicable regulatory requirements. In addition, to the extent the ongoing COVID-19 pandemic adversely affects the Company’s business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties discussed above. |
Sources of Liquidity and Funding Requirements | e) Sources of Liquidity and Funding Requirements Since inception, the Company incurred significant operating losses. Prior to May 2019, the Company financed its operations primarily through sales of convertible preferred shares to accredited investors generating net proceeds of $138.8 million. In May 2019, the Company received net proceeds of $85.4 million from its Initial Public Offering (IPO). In July 2020, the Company received $24.7 million of net proceeds from the private placement of pre-funded warrants to existing shareholders (note 6). The Company has incurred operating losses and experienced negative operating cash flows since its inception and anticipates to continue to incur losses for at least the next several years. As of September 30, 2020, the Company had cash, cash equivalents and short-term investments of $102.9 million and an accumulated deficit of $154.8 million. In October 2020, the Company concluded an offering of common shares and pre-funded warrants for gross proceeds of $51.7 million (note 9). Management expects the Company’s current operating plan and existing cash, cash equivalents and short-term investments to be sufficient to fund its operations and determined that there are no events or conditions that may cast substantial doubt on the Company’s ability to continue as a going concern for at least the next 12 months from the date of issuance of these unaudited interim financial statements. |
Operating lease (Tables)
Operating lease (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Operating lease | |
Schedule of operating lease right-of-use asset | Right-of-use balance as at January 1, 2020 $ 524 Right-of-use adjustment renewal on July 1, 2020 735 Amortization of right-of-use asset nine-month period ended September 30, 2020 (214) $ 1,045 |
Schedule of future minimum lease payments of right-of-use assets | October 1, 2020 to September 30, 2021 $ 283 October 1, 2021 to September 30, 2022 277 October 1, 2022 to September 30, 2023 167 October 1, 2023 to September 30, 2024 167 October 1, 2024 to September 30, 2025 167 October 1, 2025 to November 30, 2025 15 1,076 Less interest (124) $ 952 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounts payable and accrued liabilities | |
Schedule of accounts payable and accrued liabilities | September 30, 2020 December 31, 2019 Trade accounts payable $ 4,256 $ 4,376 Accrued research and development liabilities 413 1,513 Other accrued liabilities 296 331 Accrued compensation and benefits payable 682 1,777 $ 5,647 $ 7,997 |
Shareholders' equity (Tables)
Shareholders' equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Shareholders’ equity | |
Schedule of 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 |
Schedule of outstanding and exercisable options | 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 |
Schedule of non-vested share options activity | 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 |
Schedule of weighted average assumptions for the options granted | 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 — % % % % |
Schedule of share-based compensation expense | 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 |
Net loss per share (Tables)
Net loss per share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Net loss per share | |
Schedule of potentially dilutive securities excluded from the computation of diluted weighted average shares | 2020 2019 Share options and unvested restricted share awards 3,768,486 2,635,009 |
Summary of significant accoun_3
Summary of significant accounting policies - Sources of Liquidity and Funding Requirements (Details) - USD ($) $ in Thousands | Oct. 22, 2020 | Jul. 23, 2020 | Jul. 31, 2020 | May 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Class of Warrant or Right | |||||||
Net proceeds from convertible preferred shares to accredited investors | $ 138,800 | ||||||
Net proceeds from issuance of common shares in Initial Public Offering | $ 85,400 | $ 85,361 | |||||
Cash, Cash Equivalents, and Short-term Investments | 102,900 | ||||||
Accumulated deficit | (154,800) | $ (113,499) | |||||
Proceeds from issuance of warrants | $ 24,770 | ||||||
Pre-funded warrants | |||||||
Class of Warrant or Right | |||||||
Proceeds from issuance of warrants | $ 24,800 | $ 24,700 | |||||
Pre-funded warrants | Subsequent events | Jefferies LLC and Piper Sandler & Co | Underwriters | |||||||
Class of Warrant or Right | |||||||
Gross proceeds received | $ 51,700 |
Short-term investments (Details
Short-term investments (Details) - Term Deposits | Sep. 30, 2020 |
Maximum | |
Net Investment Income | |
Earning interest rate | 0.86% |
Minimum | |
Net Investment Income | |
Earning interest rate | 0.48% |
Operating lease - Narrative (De
Operating lease - Narrative (Details) | Sep. 30, 2020lease |
Operating lease | |
Incremental borrowing rate | 5.26% |
Remaining lease term | 65 months |
Number of operating leases right-of-use assets | 2 |
Operating lease - Changes in RO
Operating lease - Changes in ROU assets (Details) - USD ($) $ in Thousands | Jul. 01, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Changes in operating lease right-of-use asset | |||
Right-of-use balance as at January 1, 2020 | $ 524 | ||
Right-of-use adjustment renewal on July 1, 2020 | $ 735 | ||
Amortization of right-of-use asset nine-month period ended September 30, 2020 | (214) | ||
Right-of-use balance as at September 30, 2020 | 1,045 | ||
Operating lease expenses | $ 240 | $ 202 |
Operating lease - Future minimu
Operating lease - Future minimum lease payments (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Future minimum lease payments | |
October 1, 2020 to September 30, 2021 | $ 283 |
October 1, 2021 to September 30, 2022 | 277 |
October 1, 2022 to September 30, 2023 | 167 |
October 1, 2023 to September 30, 2024 | 167 |
October 1, 2024 to September 30, 2025 | 167 |
October 1, 2025 to November 30, 2025 | 15 |
Total future minimum lease payments | 1,076 |
Less interest | (124) |
Operating lease liability | $ 952 |
Accounts payable and accrued _3
Accounts payable and accrued liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Accounts payable and accrued liabilities | ||
Trade accounts payable | $ 4,256 | $ 4,376 |
Accrued research and development liabilities | 413 | 1,513 |
Other accrued liabilities | 296 | 331 |
Accrued compensation and benefits payable | 682 | 1,777 |
Accounts payable and accrued liabilities | $ 5,647 | $ 7,997 |
Shareholders' equity - Authoriz
Shareholders' equity - Authorized share capital (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Authorized share capital | ||
Average exercise price (in dollar per share) | $ 1.34 | $ 1.32 |
Amount reclassified from APIC to share capital | $ (216) | $ (26) |
Options | Common Shares | ||
Authorized share capital | ||
Number of shares issued upon exercise of options | 221,252 | 18,153 |
Cash consideration | $ 297 | $ 25 |
Number of shares options exercised | 221,252 | 18,153 |
Employee Share Purchase Plan 2019 | ||
Authorized share capital | ||
Available for future grants | 523,821 | |
Employee Share Purchase Plan 2019 | Common Shares | ||
Authorized share capital | ||
Number of shares issued under the ESPP | 0 |
Shareholders' equity - Pre-fund
Shareholders' equity - Pre-funded warrants and ATM Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 29, 2020 | Jul. 23, 2020 | Jul. 31, 2020 | Jun. 30, 2019 | Sep. 30, 2020 |
Class of Warrant or Right | |||||
Proceeds from issuance of warrants | $ 24,770 | ||||
Offering price | $ 85,363 | ||||
ATM Program | Maximum | |||||
Class of Warrant or Right | |||||
Offering price | $ 50,000 | ||||
Pre-funded warrants | |||||
Class of Warrant or Right | |||||
Purchase price | $ 3.7465 | ||||
Warrants exercise price | $ 0.01 | ||||
Common shares received per exercised warrant | 1 | ||||
Proceeds from issuance of warrants | $ 24,800 | $ 24,700 | |||
Pre-funded warrants | Maximum | |||||
Class of Warrant or Right | |||||
Warrants issued to purchase shares | 6,655,131 |
Shareholders' equity - Addition
Shareholders' equity - Additional paid-in capital (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Additional paid-in capital | ||||||||
Balance at the beginning of period | $ 88,016 | $ 99,632 | $ 114,917 | $ 145,313 | $ 73,332 | $ 83,548 | $ 114,917 | $ 83,548 |
Share-based compensation expense | 1,343 | 1,191 | 981 | 350 | 276 | 211 | ||
Exercise of stock options | 48 | 172 | 77 | 25 | ||||
Balance at the end of period | 102,198 | 88,016 | 99,632 | 132,832 | 145,313 | 73,332 | 102,198 | 132,832 |
Additional paid-in capital | ||||||||
Additional paid-in capital | ||||||||
Balance at the beginning of period | 5,795 | 4,730 | 3,805 | 3,116 | 2,840 | 2,655 | 3,805 | 2,655 |
Share-based compensation expense | 1,343 | 1,191 | 981 | 350 | 276 | 211 | 3,515 | 837 |
Exercise of stock options | (34) | (126) | (56) | (26) | (216) | (26) | ||
Balance at the end of period | $ 7,104 | $ 5,795 | $ 4,730 | $ 3,466 | $ 3,116 | $ 2,840 | $ 7,104 | $ 3,466 |
Shareholders' equity - Share-ba
Shareholders' equity - Share-based compensation (Details) - shares | Jan. 01, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
2011 Plan | |||||
Share-based compensation | |||||
Vesting period | 4 years | ||||
Options outstanding | 2,114,796 | 2,364,526 | 2,393,631 | 2,295,045 | |
2011 Plan | Options | Share-based Compensation Award, Tranche One | |||||
Share-based compensation | |||||
Percentage of shares to vest | 25.00% | ||||
2011 Plan | Options | Share-based Compensation Award, Tranche Two | |||||
Share-based compensation | |||||
Percentage of shares to vest | 0.027% | ||||
2019 Plan | |||||
Share-based compensation | |||||
Options outstanding | 1,653,690 | 220,140 | 241,378 | ||
Shares reserved for issuance | 980,229 | ||||
Number of options forfeited after termination of one plan | 42,576 | ||||
2019 Plan | Minimum | |||||
Share-based compensation | |||||
Vesting period | 12 months | ||||
2019 Plan | Maximum | |||||
Share-based compensation | |||||
Vesting period | 48 months | ||||
2019 Plan | Options | |||||
Share-based compensation | |||||
Total number of shares available for awards under the plan | 3,339,738 | ||||
Aggregate number of shares granted | 1,686,048 | ||||
2019 Plan | Options | Share-based Compensation Award, Tranche One | |||||
Share-based compensation | |||||
Percentage of shares to vest | 25.00% | ||||
2019 Plan | Options | Share-based Compensation Award, Tranche Two | |||||
Share-based compensation | |||||
Percentage of shares to vest | 0.027% |
Shareholders' equity - Share-_2
Shareholders' equity - Share-based compensation - Outstanding and exercisable options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Outstanding and exercisable options, number of shares | ||||
Cancelled | (2,997) | |||
Exercisable at end of period | 906,994 | 906,994 | ||
Outstanding and exercisable options, weighted average exercise price | ||||
Granted | $ 9.14 | |||
Exercised | $ 1.34 | $ 1.32 | ||
Weighted average remaining contractual life (in years) | 8 years 2 months 12 days | 6 years 3 months | ||
Weighted average remaining contractual life for vested options (in years) | 7 years 2 months 12 days | 6 years 8 months 12 days | ||
Options forfeited | 66,391 | 0 | ||
Weighted average fair values of options granted | $ 11.76 | |||
Share-based compensation expense | $ 1,343 | $ 350 | $ 3,515 | $ 837 |
Unrecognized compensation cost | $ 17,847 | $ 6,193 | $ 17,847 | $ 6,193 |
Expected period for recognition | 2 years 4 months 24 days | 2 years 10 months 24 days | ||
Option Plans 2011 and 2019 | ||||
Outstanding and exercisable options, number of shares | ||||
Outstanding at end of period | 3,768,486 | 2,635,009 | 3,768,486 | 2,635,009 |
Exercisable at end of period | 1,600,745 | 1,600,745 | ||
Outstanding and exercisable options, weighted average exercise price | ||||
Outstanding at end of period | $ 7.30 | $ 3.81 | $ 7.30 | $ 3.81 |
Exercisable at end of period | $ 2.77 | $ 1.49 | $ 2.77 | $ 1.49 |
2011 Plan | ||||
Outstanding and exercisable options, number of shares | ||||
Outstanding at beginning of period | 2,364,526 | 2,295,045 | ||
Granted | 116,739 | |||
Exercised | (221,252) | (18,153) | ||
Forfeited | (28,478) | |||
Outstanding at end of period | 2,114,796 | 2,393,631 | 2,114,796 | 2,393,631 |
Exercisable at end of period | 1,445,244 | 906,994 | 1,445,244 | 906,994 |
Outstanding and exercisable options, weighted average exercise price | ||||
Outstanding at beginning of period | $ 2.15 | $ 1.77 | ||
Granted | 9.42 | |||
Exercised | 1.34 | 1.32 | ||
Forfeited | 2.57 | |||
Outstanding at end of period | $ 2.23 | $ 2.15 | 2.23 | 2.15 |
Exercisable at end of period | $ 1.99 | $ 1.49 | $ 1.99 | 1.49 |
Weighted average fair values of options granted | $ 6.65 | |||
2019 Plan | ||||
Outstanding and exercisable options, number of shares | ||||
Outstanding at beginning of period | 220,140 | |||
Granted | 1,474,460 | 241,378 | ||
Forfeited | (37,913) | |||
Cancelled | (2,997) | |||
Outstanding at end of period | 1,653,690 | 241,378 | 1,653,690 | 241,378 |
Exercisable at end of period | 155,501 | 155,501 | ||
Outstanding and exercisable options, weighted average exercise price | ||||
Outstanding at beginning of period | $ 20.78 | |||
Granted | 12.91 | $ 20.34 | ||
Forfeited | 21.46 | |||
Cancelled | 21.48 | |||
Outstanding at end of period | $ 13.78 | $ 20.34 | 13.78 | 20.34 |
Exercisable at end of period | $ 10.11 | 10.11 | ||
Weighted average fair values of options granted | $ 9.14 | $ 14.23 |
Shareholders' equity - Share-_3
Shareholders' equity - Share-based compensation - Non-vested share options (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Weighted average fair value | ||
Granted | $ 11.76 | |
Option Plans 2011 and 2019 | ||
Number of options | ||
Vested, outstanding | (336,405) | |
Non-vested share options at end of period | 2,167,741 | 1,728,015 |
Weighted average fair value | ||
Vested, outstanding | $ 1.21 | |
Non-vested at end of period | $ 7.48 | $ 3.53 |
2011 Plan | ||
Number of options | ||
Non-vested at beginning of period | 1,152,300 | 1,706,303 |
Granted | 116,739 | |
Vested, outstanding | (454,270) | (336,405) |
Forfeited | (28,478) | |
Non-vested share options at end of period | 669,552 | 1,486,637 |
Weighted average fair value | ||
Non-vested at beginning of period | $ 1.88 | $ 1.35 |
Granted | 6.65 | |
Vested, outstanding | 1.87 | |
Forfeited/expired | 1.84 | |
Non-vested at end of period | $ 1.90 | $ 1.79 |
2019 Plan | ||
Number of options | ||
Non-vested at beginning of period | 218,975 | |
Granted | 1,474,460 | 241,378 |
Vested, outstanding | (154,336) | |
Forfeited | (37,913) | |
Cancelled | (2,997) | |
Non-vested share options at end of period | 1,498,189 | 241,378 |
Weighted average fair value | ||
Non-vested at beginning of period | $ 14.44 | |
Granted | 9.14 | $ 14.23 |
Vested, outstanding | 6.99 | |
Forfeited/expired | 15.21 | |
Cancelled | 15.25 | |
Non-vested at end of period | $ 9.97 | $ 14.23 |
Shareholders' equity - Share-_4
Shareholders' equity - Share-based compensation - Weighted average assumptions for the options granted (Details) - Options - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based compensation | ||||
Exercise price (in dollars per share) | $ 21.63 | $ 12.91 | $ 16.78 | |
Share price (in dollars per share) | $ 21.63 | $ 12.91 | $ 16.78 | |
Volatility (as a percent) | 10.00% | 84.00% | 80.00% | |
Risk-free interest rate (as a percent) | 1.54% | 1.06% | 1.94% | |
Expected life (in years) | 0 years | 6 years 3 months | 5 years 10 months 21 days | 6 years 3 months |
Dividend (as a percent) | 0.00% | 0.00% | 0.00% |
Shareholders' equity - Share-_5
Shareholders' equity - Share-based compensation - Recognized share-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based compensation | ||||
Share-based compensation expense | $ 1,343 | $ 350 | $ 3,515 | $ 837 |
General and Administration | ||||
Share-based compensation | ||||
Share-based compensation expense | 525 | 194 | 1,367 | 396 |
Research and development | ||||
Share-based compensation | ||||
Share-based compensation expense | 580 | 124 | 1,495 | 358 |
Commercial activities | ||||
Share-based compensation | ||||
Share-based compensation expense | $ 238 | $ 32 | $ 653 | $ 83 |
Net loss per share (Details)
Net loss per share (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Share options and unvested restricted share awards | ||
Net loss per share | ||
Potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding | 3,768,486 | 2,635,009 |
Government assistance (Details)
Government assistance (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Government assistance | ||
Research and development expenditures eligible for investment tax credits | $ 470 | $ 270 |
Subsequent events (Details)
Subsequent events (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 22, 2020 | Jul. 23, 2020 |
Pre-funded warrants | ||
Subsequent events | ||
Purchase price | $ 3.7465 | |
Warrants exercise price | $ 0.01 | |
Pre-funded warrants | Maximum | ||
Subsequent events | ||
Warrants issued to purchase shares | 6,655,131 | |
Subsequent events | Jefferies LLC and Piper Sandler & Co | Underwriters | ||
Subsequent events | ||
Number of shares issued during the period | 5,095,897 | |
Purchase price | $ 5.25 | |
Subsequent events | Jefferies LLC and Piper Sandler & Co | Pre-funded warrants | Underwriters | ||
Subsequent events | ||
Purchase price | $ 5.24 | |
Warrants issued to purchase shares | 4,761,903 | |
Warrants exercise price | $ 0.01 | |
Gross proceeds received | $ 51.7 |