Capital Shares | Equity Offerings On March 2, 2021, the Company closed an underwritten offering of 1,562,500 common shares, no par value, at a price to the public of $6.40 per share less underwriting discounts and commissions. Gross proceeds from the offering amounted to $10,000,000. The Company granted to the underwriters a 30-day option to purchase up to an additional 234,375 common shares. The underwriters option expired subsequent to March 31, 2021 with no further shares issued. On the closing date the Company issued Underwriter Warrants to purchase an aggregate of up to 109,375 common shares at an exercise price of $8.00 per share, expiring on February 26, 2026. The direct costs related to the issuance of the common shares were $1,145,010. These direct costs were recorded as an offset against gross proceeds. The Company also recorded the fair value of underwriter warrants in the amount of $407,023 as share based compensation to non-employees under additional paid-in capital and an offset against gross proceeds. 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 were 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 were exercisable on or after July 8, 2020, at an exercise price of $4.00 per share and expired 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 were 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 condensed interim 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 In September 2020, the Company entered into an Equity Distribution Agreement with RBC Capital Markets, LLC (“RBCCM”), as sales agent, pursuant to which the Company could 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. The agreement was terminated on February 25, 2021. During the six months ended March 31, 2021, 586,463 shares were sold under the distribution agreement, resulting in $3,749,542 in gross proceeds. The commissions and direct costs of the offering program totaled $319,188 and were recorded as an offset against gross proceeds. 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, 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 Warrant Shares (#) Weighted Average Exercise Price 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 Issued 109,375 8.00 Exercised (341,806 ) 4.29 Balance – March 31, 2021 760,290 $ 5.65 The following table summarizes information about the warrants outstanding at March 31, 2021: Number of Warrants (#) Exercise Prices Expiry Dates 28,124 $ 15.90 May 2023 603,529 $ 4.80 July 2023 7,484 $ 4.81 June 2024 11,778 $ 3.20 January 2025 109,375 $ 8.00 February 2025 760,290 The weighted average contractual life remaining on the outstanding warrants at March 31, 2021 is 30 months. The fair value of warrants issued during the six months ended March 31, 2021 and 2020 was estimated using the Black-Scholes option valuation model using the following assumptions: Six Months Ended March 31, 2021 Six Months Ended March 31, 2020 Underwriter Warrants Class A Warrants Class B Warrants Placement Agent Warrants Risk free interest rate 0.67% 1.61% 1.55% 1.61% Expected life 5 years 3.5 years 0.83 years 5 years Expected share price volatility 94.20% 103.81% 134.15% 101.89% Expected dividend yield 0.00% 0.00% 0.00% 0.00% Share Options The Company adopted an Equity Incentive Compensation Plan in 2019 (the 2019 Plan) administered by the Board of Directors. 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 at March 31, 2021 was 1,137,951, including shares available for the exercise of outstanding options. Subsequent to March 31, 2021, the shareholders of the Company approved an amendment to the 2019 Plan that increased the shares available for issuance by 1,497,000. 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 and vesting 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 – 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 Granted 450,000 7.35 Exercised (10,746 ) 2.44 Forfeited (19,066 ) 6.07 Expired (238 ) 768.60 Balance – March 31, 2021 1,095,387 $ 4.79 The following table summarizes information about the options under the Incentive Plan outstanding and exercisable at March 31, 2021: Number of Options (#) Exercisable at March 31, 2021 (#) Range of Exercise Prices Expiry Dates 214 214 $ 638.40 Nov 2021 238 238 $ 304.08 Dec 2022 3,499 3,499 $ 35.28 - 93.24 Sep 2023-Mar 2025 305,403 300,543 $ 2.16 Aug 2027-Dec 2028 335,365 191,802 $ 3.16 Feb 2030 430,668 72,800 $ 7.44 - 8.07 Sep 2030-Oct 2030 20,000 834 $ 5.25 - 5.65 Jan 2031-Mar 2031 1,095,387 569,930 The weighted average contractual life remaining on the outstanding options at March 31, 2021 is 101 months. On January 28, 2021 and March 30, 2021, the independent directors of the Board of Directors granted a total of 20,000 options to new employees of the Company pursuant to the 2019 Plan. The options have a term of 10 years with monthly vesting in equal proportions over 36 months beginning on the monthly anniversary of the grant date following 90 days of employment, and an exercise price equal to the Nasdaq closing price on the grant dates. On February 12, 2020, the independent directors 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. The fair value of options granted during the six months ended March 31, 2021 and 2020 was estimated using the Black-Scholes option valuation model using the following assumptions: Six Months Ended March 31, 2021 Six Months Ended March 31, 2020 Risk free interest rate 0.31%-0.90 % 1.45 % Expected life 5 years 5 years Expected share price volatility 94.27%-97.28 % 104.14 % Expected dividend yield 0.00 % 0.00 % The Company recorded $467,439 and $380,000 of share-based compensation expenses for the three months ended March 31, 2021 and 2020, respectively and $1,190,347 and $388,775 of share-based compensation expenses for the six months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, the Company had approximately $1,447,000 of unrecognized share-based compensation expense, which is expected to be recognized over a period of 36 months. Issued and outstanding common shares Number of Common Shares (#) Common Shares Balance – September 30, 2019 7,504,468 $ 12,005,051 Common shares issued in equity offering 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 Common shares issued in equity offerings 2,148,963 13,749,541 Common shares issued upon exercise of warrants 341,806 1,681,936 Common shares issued upon exercise of share options 10,746 45,047 Common shared issued upon conversion of preferred shares 1,129,925 2,496,480 Share issuance costs - (1,871,220 ) Balance – March 31, 2021 13,246,559 $ 34,602,637 |