Capital Shares | Reverse Share Split On June 7, 2019, the Company effected a reverse split of the Company's common shares at a ratio of 1-for-6. As a result of the reverse split, every six shares of the issued and outstanding common shares, without par value, consolidated into one newly issued outstanding common share, without par value, after fractional rounding. All shares and exercise prices are presented on a post-split basis in these consolidated financial statements. Equity Offering On January 8, 2020, the Company closed a registered direct offering of 1,354,691 common shares, no par value and a concurrent private placement of Class A Purchase Warrants to purchase an aggregate of up to 1,016,036 common shares and Class B Purchase Warrants to purchase an aggregate of up to 677,358 common shares. Gross proceeds from the offering amounted to $4,360,500. The Class A Purchase Warrants are exercisable on or after July 8, 2020, at an exercise price of $4.80 per share and will expire on July 8, 2023. The Class B Purchase Warrants are exercisable on or after July 8, 2020, at an exercise price of $4.00 per share and will expire on November 8, 2020. In connection with the offering, the Company also issued warrants to purchase an aggregate of 12,364 common shares to certain affiliated designees of the placement agent as part of the placement agent’s compensation. The placement agent warrants are exercisable on or after July 6, 2020, at an exercise price of $3.20 per share, and will expire on January 6, 2025. The warrants are considered contracts on the Company’s own shares and are classified as equity. The Company allocated gross proceeds with $3,070,358 as the value of common shares and $1,008,743 as the value of Class A Purchase Warrants and $281,399 as the value of Class B Purchase Warrants under additional paid-in capital in the consolidated statements of changes in shareholders’ equity on a relative fair value basis. The direct costs related to the issuance of the common shares and warrants were $468,699. These direct costs were recorded as an offset against gross proceeds with $330,025 being recorded under common shares and $138,674 being recorded under additional paid-in capital on a relative fair value basis. The Company also recorded the fair value of placement agent warrants in the amount of $18,051 as share based compensation to nonemployees under additional paid-in capital and an offset against gross proceeds with $12,710 being recorded under common shares and $5,341 being recorded under additional paid-in capital on a relative fair value basis. Equity Distribution Agreement On September 28, 2020, the Company entered into an Equity Distribution Agreement with RBC Capital Markets, LLC (“RBCCM”), as sales agent, pursuant to which the Company may offer and sell, from time to time, common shares through an at-the-market equity offering program for up to $9.2 million in gross cash proceeds. RBCCM will use commercially reasonable efforts to sell the common shares from time to time, based upon the Company’s instructions. The Company has no obligation to sell any of the shares, and may at any time suspend sales under the distribution agreement or terminate the agreement in accordance with its terms. The total amount of cash that may be generated under this distribution agreement is uncertain and depends on a variety of factors, including market conditions and the trading price of the Company’s common shares. No shares were sold under the distribution agreement prior to September 30, 2020. Black-Scholes option valuation model The Company uses the Black-Scholes option valuation model to determine the fair value of share-based compensation for share options and compensation warrants granted and the fair value of warrants issued. Option valuation models require the input of highly subjective assumptions including the expected price volatility. The Company calculates expected volatility based on historical volatility of the Company’s share price. When there is insufficient data available, the Company uses a peer group that is publicly traded to calculate expected volatility. The Company adopted interest-free rates by reference to the U.S. treasury yield rates. The Company calculated the fair value of share options granted based on the expected life of 5 years (2019: 4 years), considering expected forfeitures during the option term of 10 years. Expected life of warrants is based on warrant terms. The Company did not and is not expected to declare any dividends. 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 and share options. Warrants A summary of the Company’s warrants activity is as follows: Number of Warrants (#) Weighted Average Exercise Price Balance – December 31, 2018 - $ - Effect of reverse acquisition 362,430 31.60 Black-Scholes value payout (313,516 ) 33.01 Balance – September 30, 2019 48,914 $ 11.19 Issued 1,705,758 $ 4.47 Exercised (761,951 ) 4.31 Balance – September 30, 2020 992,721 $ 4.92 The weighted average contractual life remaining on the outstanding warrants at September 30, 2020 is 27 months. The following table summarizes information about the warrants outstanding at September 30, 2020: Number of Warrants (#) Exercise Prices Expiry Dates 216,414 $ 4.00 November 2020 28,124 $ 15.90 May 2023 728,921 $ 4.80 July 2023 7,484 $ 4.81 June 2024 11,778 $ 3.20 January 2025 992,721 The fair value of warrants issued during the year ended September 30, 2020 was estimated using the Black-Scholes option valuation model using the following assumptions: Class A Warrants Class B Warrants Placement Agent Warrants Risk free interest rate 1.61 % 1.55 % 1.61 % Expected life 3.5 years 0.83 years 5 years Expected share price volatility 103.81 % 134.15 % 101.89 % Expected dividend yield 0.00 % 0.00 % 0.00 % There were no warrants issued in the nine-month period ended September 30, 2019. Share Options The Company adopted an Equity Incentive Compensation Plan in 2019 (the “2019 Plan”) administered by the independent members of the Board of Directors, which amended and restated the 2017 Incentive Compensation Plan (the “2017 Plan”). Options, restricted shares and restricted share units are eligible for grant under the 2019 Plan. The number of shares available for issuance under the 2019 Plan is 1,148,697, including shares available for the exercise of outstanding options under the 2017 Plan. Option holders under Edesa Biotech Research, Inc.’s option plan received substitute options under the Company’s incentive plan upon completion of the reverse acquisition. The Company's 2019 Plan allows options to be granted to directors, officers, employees and certain external consultants and advisers. Under the 2019 Plan, the option term is not to exceed 10 years and the exercise price of each option is determined by the independent members of the Board of Directors. Options have been granted under the 2019 Plan allowing the holders to purchase common shares of the Company as follows: Number of Options (#) Weighted Average Exercise Price Balance – December 31, 2018 315,123 $ 1.65 Effect of reverse acquisition 7,787 124.80 Expired (3,265 ) 125.75 Balance – September 30, 2019 319,645 $ 3.39 Granted 366,365 3.35 Exercised (4,450 ) 2.60 Forfeited (5,790 ) 2.73 Expired (333 ) 145.20 Balance – September 30, 2020 675,437 $ 3.30 On February 12, 2020, the independent members of the Board of Directors granted a total of 352,365 options to directors, officers and employees of the Company pursuant to the 2019 Plan. The options have a term of 10 years with 33% vesting on the grant date, with a pro rata amount of the balance vesting monthly for the next 36 months and an exercise price equal to the Nasdaq closing price on the grant date. On September 30, 2020, the independent members of the Board of Directors granted a total of 14,000 options to employees of the Company pursuant to the 2019 Plan. The options have a term of 10 years vesting monthly for 36 months from November 30, 2020 and an exercise price equal to the Nasdaq closing price on the grant date. The weighted average contractual life remaining on the outstanding options at September 30, 2020 is 99 months. The following table summarizes information about the options under the 2019 Plan outstanding and exercisable at September 30, 2020: Number of Options (#) Exercisable at September 30, 2020 (#) Range of Exercise Prices Expiry Dates 238 238 $ 768.60 Nov 2020 214 214 C $ 638.40 Nov 2021 238 238 $ 304.08 Dec 2022 3,499 3,499 $ 35.28 - 93.24 Sep 2023-Mar 2025 311,883 302,343 C $ 2.16 Aug 2027-Dec 2028 345,365 161,788 $ 3.16 Feb 2030 14,000 - $ 8.07 Sep 2030 675,437 468,320 The fair value of options granted during the year ended September 30, 2020 and nine-month period ended September 30, 2019 was estimated using the Black-Scholes option valuation model using the following assumptions: Year Ended September 30, 2020 Nine-month Period Ended September 30, 2019 Risk free interest rate 0.28%-1.45 % 1.98 % Expected life 5 years 4 years Expected share price volatility 94.42%-104.14 % 79.46 % Expected dividend yield 0.00 % 0.00 % The Company recorded $598,359 and $35,074 of share-based compensation expenses for the year ended September 30, 2020 and nine-month period ended September 30, 2019, respectively. As of September 30, 2020, the Company had approximately $346,000 of unrecognized share-based compensation expense, which is expected to be recognized over a period of 37 months. Issued and outstanding common shares: Number of Common Shares (#) Common Shares Balance – December 31, 2018 3,239,902 $ 1,111,253 Conversion of preferred shares upon reverse acquisition 3,376,112 $ 6,260,299 Share consideration transferred upon reverse acquisition 888,454 4,633,499 Balance – September 30, 2019 7,504,468 $ 12,005,051 Common shares issued 1,354,691 $ 3,070,358 Common shares issued upon exercise of warrants 751,510 3,754,265 Common shares issued upon exercise of share options 4,450 20,935 Share issuance costs - (349,756 ) Balance – September 30, 2020 9,615,119 $ 18,500,853 Issued and outstanding preferred shares: Class A Preferred Shares (#) Class A Preferred Shares Balance – December 31, 2018 1,007,143 $ 6,064,013 Preferred return on Class A preferred shares - 196,286 Conversion upon reverse acquisition (1,007,143 ) (6,260,299 ) Balance – September 30, 2019 and 2020 - $ - Following the completion of the reverse acquisition on June 7, 2019, all the outstanding Class A preferred shares and accumulated accrued preferred return were fully converted to 3,376,112 common shares based on the fair market value upon conversion. Prior to conversion, the Class A preferred shares had the following features: The Class A preferred shares were voting and convertible into common shares at the option of the holder at any time. Upon the occurrence of a liquidation event, as defined in the resolutions of the shareholders dated August 28, 2017, the Class A preferred shares had a liquidation amount preference over the rights of holders of common shares or any class of shares ranking junior to Class A preferred shares. The Class A preferred shares also contained an 8% preferred return that accrued daily and compounds annually and was payable in shares upon conversion. The Company evaluated the Class A preferred shares and the embedded conversion option. The embedded conversion option did not meet the criteria for bifurcation and was therefore classified to equity. |