Stockholders' equity | 7 Stockholders’ equity Preferred stock Authorized 5,000,000 preferred shares, $0.001 par value Issued and outstanding Special voting shares – at September 30, 2015 – 1 (June 30, 2015 – 1) Series A shares – at September 30, 2015 – 278,530 (June 30, 2015 – 278,530) Effective September 30, 2014 pursuant to the Company’s 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. Common stock Authorized 200,000,000 common shares, $0.001 par value Issued and outstanding September 30, 2015 – 43,733,598 (June 30, 2015 – 39,455,931) The issued and outstanding common shares at September 30, 2015 include 4,256,042 shares of common stock on an as-exchanged basis with respect to the shares of Exchangeco that can be exchanged for shares of common stock of the Company. Shares of common stock outstanding Common stock Additional paid-in capital Warrants Balance – June 30, 2015 – as previously reported 39,455,931 39,456 17,500,008 6,138,426 Restatement adjustments - - (136,800 ) (6,048,994 ) Balance – June 30, 2015 – as restated 39,455,931 39,456 17,363,208 89,432 Issuance of shares and warrants – net of issue costs 4,277,667 4,278 1,198,453 671,189 Warrants issued for services - - - 16,634 Stock-based compensation - - 39,906 - Balance – September 30, 2015 43,733,598 43,734 18,601,567 777,255 On July 15, 2015 the Company’s Registration Statement on Form S-1 relating to a public offering by the Company of common stock and common stock purchase warrants (the “Offering”) was declared effective by the Securities and Exchange Commission. Pursuant to the Offering, the Company issued 4,277,667 shares of common stock at $0.60 per share and 4,277,667 warrants (the “2015 Offering Warrants”) to purchase shares of common stock at $0.001 per warrant for total gross proceeds of $2,566,660. The 2015 Offering Warrants are exercisable at $0.75 per share for a period of five years until they expire on July 31, 2020. The Company engaged certain placement agents for the sale of a portion of the shares and 2015 Offering Warrants. Under the Company’s engagement agreements with these placement agents, the Company agreed to pay up to a 7% cash commission and issue warrants to purchase shares of common stock (the “2015 Agent Warrants”) up to the number of shares of our common stock equal to 5% of the aggregate number of shares sold in the Offering by such placement agent. Pursuant to the placement agent agreements the Company paid a total cash commission of $80,575 and issued 93,908 2015 Agent Warrants (note 6). The 2015 Agent Warrants are exercisable at a per share price equal to $0.75 during the five-year period commencing six months from the effective date of the Offering, which period shall not extend further than five years from the effective date of the 2015 Offering. Therefore, all 2015 Agent Warrants expire on July 15, 2020. In addition to the cash commission of $80,575 the Company also incurred additional cash issue and closing costs of $582,511 (including costs deferred at June 30, 2015 of $550,119) resulting in net cash proceeds of $1,903,514. The 2015 Agent Warrants have been recognized as non-cash issue costs of $29,594. Stock Options The following table sets forth the options outstanding: Number of stock options outstanding Weighted average exercise price $ Balance – June 30, 2015 3,595,000 0.94 Cancelled (50,000 ) 1.05 Balance – September 30, 2015 3,545,000 0.93 The following table summarizes stock options currently outstanding and exercisable at September 30, 2015: Exercise price $ Number outstanding at September 30, 2015 Weighted average remaining contractual life (years) Weighted average exercise price $ Number exercisable at September 30, 2015 Exercise price $ 0.37 825,000 6.38 0.37 825,000 0.37 0.74 180,000 9.35 0.74 91,389 0.74 0.80 120,000 9.50 0.80 60,000 0.80 1.00 300,000 4.00 1.00 50,000 1.00 1.05 1,820,000 7.88 1.05 1,633,333 1.05 1.54 180,000 7.50 1.54 180,000 1.54 2.30 120,000 7.67 2.30 120,000 2.30 3,545,000 0.93 2,959,722 0.93 Included in the number of stock options outstanding are 825,000 stock options granted at an exercise price of CDN $0.50. The exercise prices shown in the above table have been converted to $0.37 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 re-valued using a Black-Scholes pricing model using the following assumptions: September 30, 2015 Dividend rate 0% Volatility 76% to 96.9% Risk-free rate 1.00 Term - years 0.5 to 1.0 The Company has recognized the following amounts as stock-based compensation expense for the periods noted: Three months ended September 30, 2015 $ 2014 $ Research and development 6,455 21,133 General and administrative 33,451 27,807 39,906 48,940 A summary of the status of the Company’s unvested stock options under all plans is presented below: Number of Options Weighted average exercise price $ Weighted average grant date fair value $ Unvested at June 30, 2015 722,361 0.95 0.41 Vested (87,083 ) 0.84 0.44 Cancelled (50,000 ) 1.05 0.57 Unvested at September 30, 2015 585,278 0.96 0.39 Warrants 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 September 30, 2015: Description Number Balance – June 30, 2015 13,472,870 2015 Offering Warrants (i) 4,277,667 2015 Agent Warrants (ii) 93,908 Warrants issued for services (iii) 60,000 Balance - September 30, 2015 17,904,445 i) Issued as part of the Company’s public offering completed in August 2015. Warrants are exercisable at $0.75 until July 31, 2020. ii) Issued as part of the Company’s public offering completed in August 2015. The 2015 Agent Warrants are exercisable at a per share price equal to $0.75 during the five-year period commencing six months from the effective date of the Offering, which period shall not extend further than five years from the effective date of the 2015 Offering. Therefore, all 2015 Agent Warrants expire on July 15, 2020. iii) Warrants vest in tranches of 20,000 warrants each on November 30, 2015, December 31, 2015, and January 31, 2016 and are exercisable commencing January 1, 2016 at $0.75 until they expire on July 31, 2020. |