Share Capital | 3 Months Ended |
Dec. 31, 2014 |
Share Capital [Abstract] | |
Share Capital | | 8 | Share Capital | | | | | | | | | | |
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The Company had the following transactions in share capital: |
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| | Three Months Ended | | | One Month Ended | |
| | December 31, | | | December 31, | | | September 30, | |
| | 2014 | | | 2013 | | | 2014 | |
| | | | | | | | | |
Proceeds from exercise of warrants and broker units | | $ | 938 | | | $ | 2,419,745 | | | $ | 727,804 | |
Transfer to common shares on exercise of warrants and broker units | | | 426 | | | | 5,035,567 | | | | 890,214 | |
Proceeds from exercise of options | | | 27,781 | | | | 137,969 | | | | 11,488 | |
Transfer to common shares on exercise of options | | | 27,619 | | | | 142,405 | | | | 13,533 | |
Share-based compensation | | | 86,865 | | | | 468,717 | | | | 36,509 | |
| | | | | | | | | | | | |
Number of common shares issued | | | 126,800 | | | | 4,217,101 | | | | 1,151,000 | |
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Performance shares |
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There were 10,000,000 common shares allotted as performance shares to be issued to certain officers, directors and employees of the Company based on meeting milestones related to completion of method development for commercial-scale manufacture of KLH, compilation and regulatory submittal of all required chemistry, manufacturing and control data and completion of preclinical toxicity and immunogenicity testing of products under a performance share plan. Share-based compensation was recorded over the estimated vesting period ending in August 2012. |
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At December 31, 2014, there are 3,838,383 performance shares reserved for issuance. |
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Black-Scholes option valuation model |
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The Company uses the Black-Scholes option valuation model to determine the fair value of warrants, broker units and stock options. Option valuation models require the input of highly subjective assumptions including the expected price volatility. The Company has used historical volatility to estimate the volatility of the share price. Changes in the subjective input assumptions can materially affect the fair value estimates, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of the Company's warrants, broker units and stock options. |
Warrants |
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A summary of the Company's warrants activity is as follows: |
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| | Number of Warrants | | | Weighted | | | | | |
Average | | |
Exercise Price | | |
| | | | | | | | | | |
Balance - August 31, 2013 | | | 11,326,300 | | | $ | 0.57 | | | CDN $ | | |
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Granted | | | 38,100 | | | | 0.46 | | | CDN $ | | |
Granted | | | 6,047,612 | | | | 1.33 | | | | | |
Exercised | | | (5,832,300 | ) | | | 0.68 | | | CDN $ | | |
Exercised | | | (60,000 | ) | | | 1.35 | | | | | |
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Balance - August 31, 2014 | | | 11,519,712 | | | $ | 0.97 | | | CDN $ | | |
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Granted | | | 42,600 | | | | 0.75 | | | CDN $ | | |
Exercised | | | (1,017,000 | ) | | | 0.75 | | | CDN $ | | |
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Balance - September 30, 2014 | | | 10,545,312 | | | $ | 1.01 | | | CDN $ | | |
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Exercised | | | (600 | ) | | | 0.75 | | | CDN $ | | |
Expired | | | (300 | ) | | | 0.75 | | | CDN $ | | |
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Balance - December 31, 2014 | | | 10,544,412 | | | $ | 1.04 | | | CDN $ | | |
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The weighted average contractual life remaining on the outstanding warrants at December 31, 2014 is 1.30 years. |
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The following table summarizes information about the outstanding warrants at December 31, 2014: |
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Exercise Price | | Number of | | | Expiry Date | | | | | | |
Warrants | | | | |
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CDN$1.25 | | | 278,400 | | | 23-Jan-15 | | | | | | |
CDN$0.40 | | | 4,000,000 | | | 25-Oct-15 | | | | | | |
CDN$0.40 | | | 278,400 | | | 4-Jan-16 | | | | | | |
$1.35 | | | 4,701,902 | | | 9-Sep-16 | | | | | | |
$1.05 | | | 200,000 | | | 9-Sep-16 | | Broker warrants | | | | |
$1.35 | | | 952,377 | | | 20-Sep-16 | | | | | | |
$1.05 | | | 133,333 | | | 20-Sep-16 | | Broker warrants | | | | |
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| | | 10,544,412 | | | | | | | | | |
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Warrant liability |
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Equity offerings conducted by the Company in prior years included the issuance of warrants with exercise prices denominated in Canadian dollars. The Company's functional currency is the U.S. dollar. As a result of having exercise prices denominated in other than the Company's functional currency, these warrants meet the definition of derivatives and are therefore classified as derivative liabilities measured at fair value with adjustments to fair value recognized through the consolidated statements of operations. As these warrants are exercised, the fair value of the recorded warrant liability on date of exercise is included in common shares along with the proceeds from the exercise. If these warrants expire, the related decrease in warrant liability is recognized in profit or loss, as part of the change in fair value of warrant liability. There is no cash flow impact as a result of this accounting treatment. |
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The fair value of the warrants is determined using the Black-Scholes option valuation model at the end of each reporting period. Upon exercise of the warrants, the fair value of warrants included in derivative liabilities is reclassified to equity. |
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The fair value of warrants exercised during the three months ended December 31, 2014 and 2013 and the one month ended September 30, 2014 was determined using the Black-Scholes option valuation model, using the following weighted average assumptions: |
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| | Three Months Ended | | | One Month Ended | |
| | December 31, | | | December 31, | | | September 30, | |
2014 | 2013 | 2014 |
Risk free interest rate | | | 1.12 | % | | | 1.07 | % | | | 1.12 | % |
Expected life (years) | | | 0.01 | | | | 0.25 | | | | 0.03 | |
Expected share price volatility | | | 97 | % | | | 111 | % | | | 97 | % |
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There were no warrants granted during the three months ended December 31, 2014 and 2013 and the one month ended September 30, 2014. |
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Broker units |
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The Company granted broker units as finders' fees in conjunction with equity offerings in prior years. Broker units are fully vested when granted and allow the holders to purchase equity units. A unit consists of one common share and either one whole warrant or one half warrant. |
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A summary of broker units activity is as follows: |
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| | Number of | | | Weighted | | | | | |
Units | Average | | |
| Exercise Price | | |
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Balance - August 31, 2013 | | | 596,200 | | | $ | 0.29 | | | CDN $ | | |
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Exercised | | | (45,000 | ) | | | 0.33 | | | CDN $ | | |
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Balance - August 31, 2014 | | | 551,200 | | | $ | 0.29 | | | CDN $ | | |
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Exercised | | | (84,000 | ) | | | 0.5 | | | CDN $ | | |
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Balance - September 30, 2014 | | | 467,200 | | | $ | 0.25 | | | CDN $ | | |
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Exercised | | | (1,200 | ) | | | 0.5 | | | CDN $ | | |
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Balance - December 31, 2014 | | | 466,000 | | | $ | 0.25 | | | CDN $ | | |
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The weighted average contractual life remaining on the outstanding broker units is 0.84 years. |
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The following table summarizes information about the outstanding broker units at December 31, 2014: |
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Exercise Price | | Number of | | | Expiry Date | | | | | | |
Units | | | | | | |
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CDN$0.25 | | | 400,000 | | | 25-Oct-15 | | | | | | |
CDN$0.25 | | | 66,000 | | | 4-Jan-16 | | | | | | |
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| | | 466,000 | | | | | | | | | |
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The outstanding broker units at December 31, 2014 include one warrant. |
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There were no broker units granted during the three months ended December 31, 2014 and 2013 and the one month ended September 30, 2014. |
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Options |
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The Company has a 2013 fixed stock option plan (“the Plan”) administered by the Board of Directors, who have the discretion to grant up to an aggregate of 10,000,000 options. The exercise price of an option is set at the closing price of the Company's common shares on the date of grant. Stock options granted to directors, officers, employees and consultants are subject to the following vesting schedule: |
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(a) One-third of the shares subject to the option shall vest immediately; |
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(b) One-third of the shares subject to the option shall vest 12 months from the date of grant; and |
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(c) One-third of the shares subject to the option shall vest 18 months from the date of grant. |
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Stock options granted to investor relations consultants vest over a period of not less than 12 months with 25% of the shares subject to the option vesting on the date that is three months from the date of grant, and a further 25% vesting on each successive date that is three months from the date of the prior vesting. |
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Options have been granted under the Plan allowing the holders to purchase common shares of the Company as follows: |
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| | Number of | | | Weighted | | | | | |
Options | Average | | |
| Exercise Price | | |
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Balance - August 31, 2013 | | | 6,588,868 | | | $ | 0.42 | | | CDN $ | | |
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Granted | | | 195,000 | | | | 1.42 | | | CDN $ | | |
Granted | | | 595,000 | | | | 1.83 | | | | | |
Exercised | | | (1,441,668 | ) | | | 0.41 | | | CDN $ | | |
Expired | | | (1,667 | ) | | | 0.42 | | | CDN $ | | |
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Balance - August 31, 2014 | | | 5,935,533 | | | $ | 0.61 | | | CDN $ | | |
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Exercised | | | (50,000 | ) | | | 0.25 | | | CDN $ | | |
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Balance - September 30, 2014 | | | 5,885,533 | | | $ | 0.62 | | | CDN $ | | |
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Granted | | | 102,500 | | | | 1.52 | | | CDN $ | | |
Exercised | | | (125,000 | ) | | | 0.25 | | | CDN $ | | |
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Balance - December 31, 2014 | | | 5,863,033 | | | $ | 0.65 | | | CDN $ | | |
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The weighted average contractual life remaining on the outstanding options is 3.94 years. |
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The following table summarizes information about the options under the Plan outstanding and exercisable at December 31, 2014: |
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Exercise Price | | | Number of | | | Exercisable at | | | Expiry Date |
Options | 31-Dec-14 |
| | | | | | | | | |
CDN$ | 0.28 | | | | 1,645,000 | | | | 1,645,000 | | | 9-Apr-17 |
CDN$ | 0.25 | | | | 55,000 | | | | 55,000 | | | 17-May-17 |
CDN$ | 0.28 | | | | 20,000 | | | | 20,000 | | | 28-Jun-17 |
CDN$ | 0.28 | | | | 70,000 | | | | 70,000 | | | 13-Jul-17 |
CDN$ | 0.64 | | | | 70,000 | | | | 70,000 | | | 25-Oct-17 |
CDN$ | 1 | | | | 60,000 | | | | 60,000 | | | 10-Feb-18 |
CDN$ | 0.65 | | | | 848,600 | | | | 848,600 | | | 8-Aug-18 |
CDN$ | 0.5 | | | | 5,000 | | | | 5,000 | | | 26-Sep-18 |
CDN$ | 1.87 | | | | 100,000 | | | | 66,667 | | | 7-Nov-18 |
CDN$ | 0.4 | | | | 70,000 | | | | 70,000 | | | 22-Dec-18 |
CDN$ | 0.42 | | | | 853,600 | | | | 853,600 | | | 13-Apr-19 |
CDN$ | 0.29 | | | | 90,000 | | | | 90,000 | | | 18-Jun-19 |
CDN$ | 0.37 | | | | 150,000 | | | | 150,000 | | | 9-Aug-19 |
CDN$ | 0.37 | | | | 150,000 | | | | 150,000 | | | 16-Aug-19 |
CDN$ | 0.25 | | | | 8,333 | | | | 8,333 | | | 23-Oct-19 |
CDN$ | 0.25 | | | | 215,000 | | | | 215,000 | | | 19-Dec-19 |
CDN$ | 0.58 | | | | 560,000 | | | | 560,000 | | | 14-May-20 |
CDN$ | 0.58 | | | | 100,000 | | | | 100,000 | | | 23-May-20 |
$ | 1.83 | | | | 495,000 | | | | 330,000 | | | 1-Nov-20 |
$ | 1.84 | | | | 100,000 | | | | 66,667 | | | 15-Nov-20 |
CDN$ | 0.94 | | | | 95,000 | | | | 31,667 | | | 27-Jun-21 |
CDN$ | 1.52 | | | | 102,500 | | | | 34,167 | | | 12-Nov-21 |
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| | | | | 5,863,033 | | | | 5,499,701 | | | |
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The estimated fair value of the stock options granted during the three months ended December 31, 2014 and 2013 was determined using a Black-Scholes option valuation model with the following weighted average assumptions. There were no stock options granted during the one month ended September 30, 2014. |
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| | Three Months Ended | | | | | |
| | December 31, | | | December 31, | | | | | |
2014 | 2013 | | | | |
Risk free interest rate | | | 1.71 | % | | | 1.98 | % | | | | |
Expected life (years) | | | 7 | | | | 6.42 | | | | | |
Expected share price volatility | | | 116 | % | | | 120 | % | | | | |
Expected dividend yield | | | 0 | % | | | 0 | % | | | | |
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The weighted average fair value of stock options awarded during the three months ended December 31, 2014 and 2013 was CDN$1.34 and CDN$1.49, respectively. There were no stock options awarded during the one month ended September 30, 2014. |
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As of December 31, 2014, the Company had approximately $175,000 of unrecognized share-based compensation expense, which is expected to be recognized over a period of 1.50 years. |
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The intrinsic value of the options exercised during the three months ended December 31, 2014 and 2013 and the one month ended September 30, 2014 was $1.15, $1.55, and $1.74, respectively. The intrinsic value of the vested options at December 31, 2014 was $0.83. |
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