Stockholders' Equity | 8 Stockholders’ equity Preferred stock Series C Preferred stock Series C Preferred Stock Number of shares $ (in thousands) Balance – June 30, 2019 and 2020 — — Issuance 25,028 18,286 Issued on exercise of Series C Agent Warrants 33 79 Conversion of Series C Preferred stock to common stock (4,969 ) (3,713 ) Balance – June 30, 2021 20,092 14,652 In connection with the Merger (note 3), the Company issued 25,028 shares of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) in three separate closings of a private placement (Series C-1, C-2, and C-3) in August, 2020. Each share of Series C Preferred Stock was issued at a purchase price of $1,000 per share and is convertible into shares of common stock based on the respective conversion prices which were determined at the closing of each round of the private placement. Subject to ownership limitations, the owners of the Series C Preferred Stock are entitled to receive dividends, payable in shares of common stock at a rate of 10%, 15%, 20% and 25% of the number of shares of common stock issuable upon conversion of the Series C Preferred Stock, on the 12 th th th th Total gross proceeds from the private placement were $25,028, or approximately $21,573 in net proceeds after deducting financing costs of $3,455 with respect to agent commissions and expenses, as well as legal and accounting fees. Of the total financing costs, $ 85 was deferred as of June 30, 2020. In addition, the Company issued 2,504 Series C Preferred Stock purchase warrants with a fair value of $ 3,287 to the placement agent (“Series C Agent Warrants”) . The conversion prices for the Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 Preferred Stock are $1.16, $1.214 and $1.15, respectively. Based on the conversion prices of the three respective classes of the Series C Preferred Stock, the originally issued 25,028 shares of Series C Preferred Stock were convertible into an aggregate of 21,516 shares of common stock. The cumulative dividends to be issued on the 12 th th th th The Company’s Series C Preferred Stock outstanding, conversion shares, and future dividends as of June 30, 2021 are as follows: Series Number Conversion Price $ Number of conversion shares (in thousands) Dividend Shares (in thousands) Series 1 16,564 1.16 14,279 9,995 Series 2 1,148 1.21 946 662 Series 3 2,380 1.15 2,070 1,449 20,092 17,295 12,106 Series C Dividends Dividend Shares (in thousands) 10% - August 19, 2021 1,729 15% - August 19, 2022 2,594 20% - August 19, 2023 3,459 25% - August 19, 2024 4,324 12,106 The conversion feature of the Series C Convertible Preferred Stock at the time of issuance was determined to be beneficial on the commitment date. Because the Series C Convertible Preferred Stock was perpetual with no stated maturity date, and the conversions could occur any time from inception, the Company immediately recorded a non-cash deemed dividend of $3,181 related to the beneficial conversion feature arising from the issuance of Series C Convertible Preferred Stock. This non-cash deemed dividend increased the Company’s net loss attributable to common stockholders and net loss per share. The Series C Preferred Stock shall with respect to distributions of assets and rights upon the occurrence of a liquidation, rank (i) senior to the Company’s common stock and (ii) senior to any other class or series of capital stock of the Company hereafter created which does not expressly rank pari passu with, or senior to, the Series C Preferred Stock. The Series C Preferred Stock shall be pari passu in liquidation to the Company’s Series A and Series B Preferred Stock. The liquidation value of the Series C Preferred Stock at June 30, 2021 is the stated value of $20,092. Series B Preferred stock Series B Preferred Stock (in thousands) Number of shares $ Balance – June 30, 2019 674 4,699 Conversion of Series B Preferred stock to common stock (25 ) (174 ) Balance – June 30, 2020 649 4,525 Conversion of Series B Preferred stock to common stock (649 ) (4,525 ) Balance – June 30, 2021 — — During the year ended June 30, 2016, the Company issued an aggregate of 902 shares of Series B Preferred Stock at a purchase price of $8.00 per share. Each share of Series B Preferred Stock was convertible into 0.25 shares of common stock equating to a conversion price of $32.00 (the “Conversion Price”) and automatically converted to common stock on April 29, 2021. T The liquidation value of the Series B Preferred Stock at June 30, 2021 was the stated value of $nil (2020 - $5,189). In addition, in relation to the VAL-083 compound, the Company and the former holders of the Series B Preferred Stock entered into a royalty agreement pursuant to which the Company will pay the former holders of the Series B Preferred Stock, in aggregate, a single-digit royalty based on their pro rata ownership of the former Series B Preferred Stock on products sold directly by the Company or sold pursuant to a licensing or partnering arrangement (the “Royalty Agreement”). Rights to the royalties vested during the first three years following the applicable original closing dates in equal thirds to the former holders of the Series B Preferred Stock on each of the three vesting dates. Upon such vesting dates, the royalty amounts became vested royalties. If the holder converted their Series B Preferred Stock to common stock prior to a respective vesting date, such holder forfeited any royalty rights that had not vested prior to such conversion date and shall no longer receive ongoing future royalty payments under the Royalty Agreement but will be entitled to receive any residual royalty payments that have vested. Pursuant to the Series B Preferred Stock dividend, during the year ended June 30, 2021, the Company issued 11 (2020 – 15) shares of common stock and recognized $17 (2020 – $9) as a direct increase in accumulated deficit. Prior to mandatory conversion to common stock on April 29, 2021, during the year ended June 30, 2021, a total of 48 (2020 – 25) shares of Series B Preferred Stock were converted for an aggregate 12 On April 29, 2021, the remaining 601 shares of Series B Preferred Stock were converted into 150 shares of common stock pursuant to the five-year Series A Preferred Stock Effective September 30, 2014, the Company filed a Certificate of Designation of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of Nevada. Pursuant to the Series A Certificate of Designation, the Company designated 279 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 “Series A Stated Value”) and are not convertible into common stock. The holder of the Series A Preferred Stock is entitled to dividends at the rate of 3% of the Series A 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 Series A 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. The Series A Preferred Stock is held by Valent (note 6). The Series A Preferred Stock shall with respect to distributions of assets and rights upon the occurrence of a liquidation, rank (i) senior to the Company’s common stock, and (ii) senior to any other class or series of capital stock of the Company hereafter created which does not expressly rank pari passu with, or senior to, the Series A Preferred Stock. The Series A Preferred Stock shall be pari passu in liquidation to the Company’s Series B and Series C Preferred Stock. The liquidation value of the Series A Preferred stock at June 30, 2021 of $279. There was no change to the Series A Preferred stock for the years ended June 30, 2021 or 2020. Common stock Amended articles of incorporation On June 25, 2021, the Company amended its articles of incorporation to increase the number of authorized shares of common stock from 95,000 to 175,000 shares. Stock Issuances Year ended June 30, 2020 Underwritten public offering On August 16, 2019, the Company closed on the sale of (i) 4,895 shares of its common stock, par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants (“PFW”) to purchase an aggregate of 2,655 shares of Common Stock and (iii) common warrants to purchase an aggregate of 7,763 shares of Common Stock (“2020 Investor Warrants”), including 800 shares of Common Stock and 2020 Investor Warrants to purchase an aggregate of 1,013 shares of Common Stock sold pursuant to a partial exercise by the underwriters of the underwriters’ option to purchase additional securities, in the Company’s underwritten public offering (the “Offering”). Each share of Common Stock or PFW, as applicable, was sold together with a 2020 Investor Warrant to purchase one share of Common Stock at a combined effective price to the public of $1.00 per share of Common Stock and accompanying 2020 Investor Warrant. The net proceeds from the Offering, including from the partial exercise of the underwriters’ option to purchase additional securities, were $6,583 after deducting underwriting discounts and commissions, and other offering expenses. The 2020 Investor Warrants are exercisable at $1.00 per share until their expiry on August 16, 2024 and the PFW are exercisable at $0.01 per share at any time after August 16, 2019. The Company also issued 377 warrants to the underwriters of the Offering. The underwriter warrants are exercisable at $1.15 per share commencing February 10, 2020 until their expiry on August 14, 2022. During the year ended June 30, 2020, all of the 2,655 PFW were exercised at $0.01 per PFW for proceeds of $27. Shares issued for services During the year ended June 30, 2021, the Company issued nil 2017 Omnibus Incentive Plan As subsequently approved by the Company’s stockholders at an annual meeting of stockholders on April 11, 2018, the Company’s board of directors approved adoption of the Company’s 2017 Omnibus Equity Incentive Plan (the “2017 Plan”). The board of directors also approved a form of Performance Stock Unit Award Agreement to be used in connection with grants of performance stock units (“PSUs”) under the 2017 Plan. As approved by the Company’s stockholders on June 25, 2021, the number of common shares available under the 2017 Plan was increased to 13,000 shares. Under the 2017 Plan 13,000 shares of Company common stock are currently reserved for issuance, less the number of shares of common stock issued under the Del Mar (BC) 2013 Amended and Restated Stock Option Plan (the “Legacy Plan”), or that are subject to grants of stock options made, or that may be made, under the Legacy Plan, or that have been previously exercised. A total of 136 shares of common stock have been issued under the Legacy Plan and/or are subject to outstanding stock options granted under the Legacy Plan, and a total of 6,256 shares of common stock have been issued under the 2017 Plan and/or are subject to outstanding stock options granted under the 2017 Plan leaving 6,414 shares of common stock available at June 30, 2021 for issuance under the 2017 Plan if all such options under the Legacy Plan were exercised, net of stock options previously exercised. The maximum number of shares of Company common stock with respect to which any one participant may be granted awards during any calendar year is 8% of the Company’s fully diluted shares of common stock on the date of grant (excluding the number of shares of common stock issued under the 2017 Plan and/or the Legacy Plan or subject to outstanding awards granted under the 2017 Plan and/or the Legacy Plan). No award will be granted under the 2017 Plan on or after July 7, 2027, but awards granted prior to that date may extend beyond that date. During the year ended June 30, 2021, a total of 223 options to purchase shares of common stock issued to directors of the Company were amended such that the period to exercise vested options to purchase shares of common stock from the date of termination of continuous service with the Company was extended from 90 days to one year. Of the total, th During the year ended June 30, 2021, a total of 4,834 options to purchase shares of common stock were granted to executive officers and directors of the Company. Of these, 4,699 have an exercise price of $1.70 per share, 60 have an exercise price of $1.355 per share, and 75 have an exercise price of $1.37. Of the total granted, 4,279 options to purchase shares of common stock vest as to 1/6 on the six-month anniversary of the grant date with the remaining portion vesting in equal monthly installments over a period of 30 months commencing on the seven-month anniversary of the grant date, 480 vest in 12 equal monthly installments beginning on October 15, 2020, and 75 vest as to 1/6 on the twelve-month anniversary of the grant date with the remaining portion vesting in equal quarterly installments over a period of eight quarters commencing on the fifteen-month anniversary of the grant date. All of the options to purchase shares of common stock granted have a 10-year term and are subject to cancellation upon the grantees’ termination of service for the Company, with certain exceptions. Stock Options The following table sets forth changes in stock options outstanding under all plans: Number of stock options outstanding (in thousands) Weighted average exercise price Balance – June 30, 2019 288 22.31 Granted 1,291 0.63 Forfeited (19 ) 0.61 Expired (1 ) 40.00 Balance – June 30, 2020 1,559 4.61 Granted 5,074 1.67 Exercised (195 ) 0.61 Expired (32 ) 34.88 Forfeited (14 ) 1.42 Balance – June 30, 2021 6,392 2.26 The following table summarizes stock options outstanding and exercisable under all plans at June 30, 2021: Exercise price $ Number Outstanding at June 30, 2021 (in thousands) Weighted average remaining contractual life (years) Number exercisable at June 30, 2021 (in thousands) 0.61 816 8.18 729 0.74 250 8.37 62 1.36 300 9.23 75 1.37 75 9.83 — 1.70 4,699 9.21 1,415 6.10 25 7.36 24 7.00 3 6.98 3 8.70 12 6.34 12 9.83 83 6.89 83 10.60 4 6.79 4 11.70 30 1.66 30 16.14 3 0.92 3 20.00 9 0.59 9 21.10 11 6.02 11 29.60 5 3.60 5 37.60 5 4.61 5 41.00 4 5.36 4 42.00 30 2.13 30 44.80 3 4.61 3 49.50 13 5.63 13 53.20 8 4.85 8 61.60 1 1.75 1 92.00 3 1.92 3 6,392 2,532 Included in the number of stock options outstanding are 2.5 stock options granted at an exercise price of CA$20.00. The exercise price of these options shown in the above table have been converted to US$16.14 using the period ending closing exchange rate. Stock options issued during the years ended June 30, 2021 and 2020 have been valued using a Black-Scholes pricing model with the following assumptions: June 30, 2021 June 30, 2020 Dividend rate — % — % Volatility 103% to 152% 89% to 102% Risk-free rate 0.19% to 1.28% 0.32% to 1.50% Term – years 0.4 to 5.9 4.7 to 5.7 The estimated volatility of the Company’s common stock at the date of issuance of the stock options is based on the historical volatility of the Company. The risk-free interest rate is based on rates published by the government for bonds with a maturity similar to the expected remaining life of the stock options at the valuation date. The expected life of the stock options has been estimated using the plain vanilla method. The Company has recognized the following amounts as stock option expense for the periods noted: Years ended June 30, 2021 $ 2020 $ Research and development 1,478 87 General and administrative 3,798 408 5,276 495 All of the stock option expense for the periods ended June 30, 2021 and 2020 has been recognized as additional paid in capital. The aggregate intrinsic value of stock options outstanding at June 30, 2021 was $4,759 (2020 - $80) and the aggregate intrinsic value of stock options exercisable at June 30, 2021 was $2,181 (2020 - $35). As of June 30, 2021, there was $3,014 in unrecognized compensation expense that will be recognized over the next 2.25 years. The following table sets forth changes in unvested stock options under all plans: Number of options (in thousands) Weighted average exercise price $ Unvested at June 30, 2019 85 11.35 Granted 1,291 0.63 Vested (500 ) 1.87 Forfeited (18 ) 0.61 Unvested at June 30, 2020 858 0.98 Granted 5,074 1.67 Vested (2,058 ) 1.52 Forfeited (14 ) 1.42 Unvested at June 30, 2021 3,860 1.60 The aggregate intrinsic value of unvested stock options at June 30, 2021 was $2,577 (2020 - $45). The unvested stock options have a remaining weighted average contractual term of 9.16 (2020 – 9.19) years. Common Stock Warrants The following table sets forth changes in outstanding warrants: Number of warrants (in thousands) Weighted average exercise price $ Balance – June 30, 2019 1,543 12.60 Underwritten public offering 10,418 0.75 Issuance of 2020 Underwriter Warrants 377 1.15 Exercise of PFW (2,655 ) 0.01 Exercise of 2020 Investor Warrants (25 ) 1.00 Warrants issued for services (i) 655 0.77 Expiry of warrants issued for services (i) (4 ) 59.30 Balance – June 30, 2020 10,309 2.71 Issuance of Adgero Warrants 2,314 3.18 Exercise of warrants (ii) (4,907 ) 1.00 Warrants issued for services (i) 600 1.74 Expiry of warrants (1,342 ) 6.00 Balance – June 30, 2021 6,974 3.34 i) Warrants issued for services are exercisable at various prices and expire at the various dates noted in the table below. ii) A total of 4,404 2020 Investor Warrants were exercised at $1.00 per share and 503 warrants issued as either agent warrants or issued for services were exercised on a cashless basis for which 273 common shares were issued. The following table summarizes the Company’s outstanding warrants as of June 30, 2021: Description of warrants Number (in thousands) Exercise price $ Expiry date 2020 Investor warrants 3,333 1.00 August 16, 2024 2019 Investor warrants 760 3.10 June 5, 2024 2018 Investor warrants 280 12.50 September 22, 2022 2017 Investor warrants 208 35.00 April 19, 2022 NBTS Warrants (i) 125 1.09 June 19, 2025 Warrants issued for services 6 17.80 January 25, 2023 Warrants issued for services 34 11.70 February 27, 2023 Warrants issued for services 12 9.00 September 15, 2023 Warrants issued for services 2 9.00 October 11, 2023 Warrants issued for services 280 0.75 November 18, 2023 Warrants issued for services 125 0.64 January 20, 2024 Warrants issued for services 330 1.49 September 22, 2023 Warrants issued for services 50 1.82 November 13, 2023 Warrants issued for services 100 1.47 January 7, 2024 Warrants issued for services 70 2.75 February 17, 2024 Warrants issued for services 50 2.38 February 25, 2024 2019 Agent warrants 47 3.88 June 3, 2024 2018 Agent warrants 40 12.50 September 20, 2022 2017 Agent warrants 14 40.60 April 12, 2022 Adgero Warrants (ii) 353 3.18 August 31, 2021 Adgero Warrants 755 3.18 January 17, 2022 6,974 (i) NBTS Warrants were issued with respect to loan proceeds received during the year ended June 30, 2021 (note 7). (i i ) Expired unexercised subsequent to June 30, 2021. Series C Preferred Stock Warrants In connection with the Series C Preferred Stock private placement, the Company initially issued 2,504 Series C Agent Warrants. The Series C Agent Warrants have an exercise price of $1,000 per share, provide for a cashless exercise feature, and are exercisable for a period of four years from August 19, 2020. The Series C Preferred Stock issuable upon exercise of the Series C Agent Warrants is convertible into shares of common stock in the same manner as each respective underlying series of outstanding Series C Preferred Stock and will be entitled to the same dividend rights as each respective series. The Series C Agent Warrants were valued at a total of $3,287 using a binomial pricing model with a risk-free interest rate of 0.27%, a term of 4.0 years, and a volatility of 95.2% to 95.8%. The estimated volatility of the Company’s common stock at the date of measurement is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on rates published by the government for bonds with a maturity similar to the expected remaining life of the instrument at the valuation date. The expected term has been estimated using the contractual term of the warrant. The following table sets forth changes in outstanding Series C Agent Warrants: Balance June 30, 2020 Number of Warrants Issued Number of Warrants Exercised Balance, June 30, 2021 Exercise price $ Issuance of Preferred Series C-1 Agent Warrants — 1,959 (30 ) 1,929 1.16 Issuance of Preferred Series C-2 Agent Warrants — 219 — 219 1.21 Issuance of Preferred Series C-3 Agent Warrants — 326 (30 ) 296 1.15 — 2,504 (60 ) 2,444 The following table summarizes the Company’s outstanding Series C Agent Warrants as of June 30, 2021: Series C Agent Warrants Number Conversion price $ Number of conversion shares (in thousands) Cumulative common stock dividends (in thousands) Series 1 1,929 1.16 1,663 1,164 Series 2 219 1.21 180 126 Series 3 296 1.15 257 180 2,444 2,100 1,470 |