Stockholders' equity | 7 Stockholders’ equity (deficiency) Preferred stock Authorized 5,000,000 preferred shares, $0.001 par value Issued and outstanding Special voting shares – at June 30, 2015 and 2014 – 1 Series A shares – at June 30, 2015 – 278,530 (June 30, 2014 – none) Effective September 30, 2014 pursuant to the Valent Exchange Agreement (note 4), the Company filed the Series A Certificate of Designation with the Secretary of State of Nevada. Pursuant to the Series A Certificate of Designation, the Company designated 278,530 shares of preferred stock as Series A Preferred Stock. The shares of Series A Preferred Stock have a stated value of $1.00 per share (the “Stated Value”) and are not convertible into common stock. The holder of the Series A Preferred Stock will be entitled dividends at the rate of 3% of the Stated Value per year, payable quarterly in arrears. Upon any liquidation of the Company, the holder of the Series A Preferred Stock will be entitled to be paid, out of any assets of the Company available for distribution to stockholders, the Stated Value of the shares of Series A Preferred Stock held by such holder, plus any accrued but unpaid dividends thereon, prior to any payments being made with respect to the common stock. In connection with the Exchange Agreement (note 1), on the Closing Date, the Company, Callco, Exchangeco and Computershare Trust Company of Canada (the “Trustee”) entered into a voting and exchange trust agreement (the “Trust Agreement”). Pursuant to the Trust Agreement, Company issued one share of Special Voting Preferred Stock (the “Special Voting Share”) to the Trustee, and the parties created a trust for the Trustee to hold the Special Voting Share for the benefit of the holders of the shares of Exchangeco acquired as part of the Reverse Acquisition (the “Exchangeable Shares”) (other than the Company and any affiliated companies) (the “Beneficiaries”). Pursuant to the Trust Agreement, the Beneficiaries will have voting rights in the Company equivalent to what they would have had they received shares of common stock in the same amount as the Exchangeable Shares held by the Beneficiaries. In connection with the Exchange Agreement and the Trust Agreement, on January 17, 2013, the Company filed a certificate of designation of Special Voting Preferred Stock (the “Special Voting Certificate of Designation”) with the Secretary of State of Nevada. Pursuant to the Special Voting Certificate of Designation, one share of the Company’s blank check preferred stock was designated as Special Voting Preferred Stock. The Special Voting Preferred Stock votes as a single class with the common stock and is entitled to a number of votes equal to the number of Exchangeable Shares of Exchangeco outstanding as of the applicable record date (i) that are not owned by the Company or any affiliated companies and (ii) as to which the holder has received voting instructions from the holders of such Exchangeable Shares in accordance with the Trust Agreement. The Special Voting Preferred Stock is not entitled to receive any dividends or to receive any assets of the Company upon any liquidation, and is not convertible into common stock of the Company. The voting rights of the Special Voting Preferred Stock will terminate pursuant to and in accordance with the Trust Agreement. The Special Voting Preferred Stock will be automatically cancelled at such time as the share of Special Voting Preferred Stock has no votes attached to it. Common stock Authorized 200,000,000 common shares, $0.001 par value Issued and outstanding at June 30, 2015 – 39,455,931 (2014 – 35,992,343). The issued and outstanding common shares at June 30, 2015 include 4,256,042 (2014 - 7,044,583) shares of common stock on an as-exchanged basis with respect to the Exchangeable Shares (note 1). a) Shared issued for services During the year ended June 30, 2015, the Company issued 187,000 (June 30, 2014 – 540,000) shares of common stock for services resulting in the recognition of $181,187 (June 30, 2014 - $633,500) in expense. The total shares for services expense for the year ended June 30, 2015 of $181,187 (June 30, 2014 - $633,500) in addition to the stock option expense for the period of $186,900 (June 30, 2014 - $886,444) and warrants issued for services of $nil (2014 - $124,020) results in a total share-based payment expense of $368,087 for the year ended June 30, 2015 (June 30, 2014 - $1,643,964). This total expense has been recognized as to $36,284 (June 30, 2014 - $404,177) and $331,803 (June 30 2014 - $1,239,787) for research and development, and general and administrative respectively for the year ended June 30, 2015. Stock options On February 1, 2012, the Company’s Board of Directors approved its stock option plan (the “Plan”). Under the Plan the number of common shares that will be reserved for issuance to officers, directors, employees and consultants under the Plan will not exceed 7.5% of the share capital of the Company on a fully diluted basis. The requisite service period of the options ranges from six months to three years and also has a range of six months to three years contractual term. In the event of the sale of 66 2/3% of the equity securities of the Company where equity securities include shares, warrants, stock options, and any convertible securities of the Company, any options not yet granted under the Plan shall be deemed granted to the principal founders of the Company on a pro-rata basis in accordance with their ownership of the Company on a fully-diluted basis immediately prior to the closing of such a sale. The following table sets forth the options outstanding under the Plan as of June 30, 2015: Number of stock options outstanding Weighted average exercise price Balance – June 30, 2013 1,140,000 0.78 Granted 2,100,000 1.06 Forfeited (52,786 ) 0.87 Balance – June 30, 2014 3,187,214 0.96 Granted 600,000 0.88 Cancelled (120,000 ) 1.05 Forfeited (72,214 ) 0.53 Balance - June 30, 2015 3,595,000 0.94 The following table summarizes stock options currently outstanding and exercisable at June 30, 2015: Exercise $ Number Outstanding at June 30, 2015 Weighted average remaining contractual life (years) Weighted average exercise price $ Number exercisable at June 30, 2015 Exercise price $ 0.40 825,000 6,63 0.40 825,000 0.40 0.74 180,000 9.60 0.74 56,389 0.74 0.80 120,000 9.75 0.80 30,000 0.80 1.00 300,000 4.25 1.00 50,000 1.00 1.05 1,870,000 8.13 1.05 1,611,250 1.05 1.54 180,000 7.75 1.54 180,000 1.54 2.30 120,000 7.92 2.30 120,000 2.30 3,595,000 0.94 2,872,639 0.94 Included in the number of stock options outstanding are 825,000 stock options granted at an exercise price of CA$ $0.50. The exercise prices for these stock options shown in the above table have been converted to $0.40 US$ using the period ending closing exchange rate. Certain stock options have been granted to non-employees and will be revalued at each reporting date until they have fully vested. The stock options have been valued using a Black-Scholes pricing model using the following assumptions: June 30, 2015 June 30, 2014 Dividend rate 0 % 0 % Volatility 67% to 85% 73% to 76% Risk-free rate 1.00% to 1.25% 1.25 % Term - years 0.5 to 2.5 0.5 to 2.5 The Company has recognized the following amounts as stock-based compensation expense for the periods noted: Years ended June 30, 2015 $ 2014 $ Research and development 36,284 358,177 General and administrative 150,616 528,267 186,900 886,444 Of the total stock option expense of $186,900 (2014 - $886,443) for the year ended June 30, 2015, $225,214 (2014 - $979,942) has been recognized as additional paid in capital and $38,314 (2014 – a reduction of $93,498) has been recognized as reduction to stock option liability. The aggregate intrinsic value of stock options outstanding at June 30, 2015 was $203,528 (2014 - $372,454) and the aggregate intrinsic value of stock options exercisable at June 30, 2015 was also $203,528 (2014 - $336,853). As of June 30, 2015 there was $57,335 in unrecognized compensation expense that will be recognized over the next year. No stock options granted under the Plan have been exercised to June 30 2015. Upon the exercise of stock options new shares will be issued. A summary of status of the Company’s unvested stock options as of June 30, 2015 under all plans is presented below: Number of options Weighted average exercise price $ Weighted average grant date fair value $ Unvested at June 30, 2013 420,083 1.06 0.61 Granted 2,100,000 1.06 0.58 Vested (1,731,616 ) 1.06 0.58 Forfeited (52,786 ) 0.87 0.49 Unvested at June 30, 2014 735,681 0.98 0.54 Granted 600,000 0.88 0.32 Vested (421,106 ) 0.94 0.48 Forfeited (72,214 ) 0.53 0.36 Cancelled (120,000 ) 1.05 0.57 Unvested at June 30, 2015 722,361 0.95 0.41 The aggregate intrinsic value of unvested stock options at June 30, 2015 was $0 (2014 - $35,601). The unvested stock options have a remaining weighted average contractual term of 7.24 years. Warrants Number of warrants Amount $ Balance – June 30, 2013 6,200,000 6,441,700 Warrants exercised on a cashless basis (i) (200,000 ) (239,600 ) Expiry of broker warrants (ii) (5,000 ) (556 ) Exercise of broker warrants (iii) (8,000 ) (1,099 ) Balance – June 30, 2014 5,987,000 6,200,445 Expiry of broker warrants (ii) (92,000 ) (12,640 ) Exercise of broker warrants (iv) (345,000 ) (49,379 ) Balance - June 30, 2015 5,550,000 6,138,426 i) During the year ended June 30, 2014, 200,000 warrants issued for placement agent services (the “Placement Agent Warrants”) were exercised on a cashless basis for 123,810 shares of common stock. ii) The Company has issued broker warrants as finder’s fees in relation to the issuance of certain securities. All of the warrants were issued on March 1, 2012 and have an exercise price of CA$0.50 per warrant. Of the total, 5,000 expired during the year ended June 30, 2014 and 92,000 expired during the year ended June 30, 2015. iii) During the year ended June 30, 2014, 8,000 broker warrants were exercised for proceeds of $3,660 (CA$4,000). iv) The Company has issued 345,000 warrants for investor relations services. The warrants were issued on February 1, 2012 and vested in 12 equal installments over a 12-month period commencing on March 1, 2012. The warrants have an exercise price of CA$0.50 per warrant. The 345,000 warrants were exercised during the year ended June 30, 2015 for cash proceeds of $138,000 (CA$ 172,500). Certain of the Company’s warrants have been recognized as a derivative liability (note 6). The following table summarizes all of the Company’s outstanding warrants as of June 30, 2015: Description Number Issued for patents (i) 500,000 Investor Warrants (ii) 4,372,863 Dividend Warrants (iii) 3,250,007 Placement Agent (iv) 5,050,000 Issued for services (v) 300,000 Closing balance - June 30, 2015 13,472,870 i) The Company issued 500,000 warrants to Valent (note 4). The warrants have an exercise price of CA$0.50 per warrant and expire February 1, 2017. ii) The Investor Warrants were issued as part of the Company’s $0.80 unit offering. They were issued in tranches on January 25, 2013, January 31, 2013, February 8, 2013, February 21, 2013, February 28, 2013, March 1, 2013, and March 6, 2013 respectively. Of the initial number issued of 13,125,002, 277,313 have been exercised at $0.80, 5,638,285 have been exercised at $0.65, and 2,836,541 have been exchanged on a three for one basis for 945,514 shares of common stock. As a result of the Company issuing common shares at $0.60 per share subsequent to June 30, 2015, the exercise price of all remaining 4,372,863 Investor Warrants has been reduced to $0.786 per Investor Warrant (note 12). iii) The Dividend Warrants are exercisable at $1.25 per share until January 24, 2018. iv) The Placement Agent Warrants are exercisable at $0.80 per share until March 6, 2018 but can be exercised on a cashless basis. The Placement Agent Warrants were all issued on March 6, 2013. The exercise price of the Placement Agent Warrants is subject to adjustment in the event that the Company sells common stock at a price lower than the exercise price, subject to certain exceptions. As a result of the Company issuing common shares at $0.60 per share subsequent to June 30, 2015, the exercise price of all remaining 5,050,000 Placement Investor Warrants has been reduced to $0.786 per share (note 12). v) The warrants are exercisable on a cashless basis at a price of $1.76 per share until September 12, 2018. |