6. Capital Shares | 6. Capital Shares Equity offerings On March 24, 2022, the Company completed a registered direct offering of 1,540,000 common shares, no par value, and pre-funded warrants to purchase up to an aggregate of 1,199,727 common shares. In a concurrent private placement, the Company issued common share purchase warrants to purchase an aggregate of up to 2,739,727 common shares. Aggregate gross proceeds to the Company were approximately $10.0 million. The common share purchase warrants were immediately exercisable at an exercise price of $3.52 per share and will expire on September 24, 2027. The pre-funded warrants were immediately exercisable at an exercise price of $0.0001 per share and do not expire. In connection with the offering, the Company also issued warrants to purchase an aggregate of 191,780 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 March 24, 2022, at an exercise price of $4.5625 per share, and will expire on March 21, 2027. The direct costs related to the issuance of the common shares and warrants were $0.99 million. These direct costs were recorded as an offset against gross proceeds. The warrants are considered contracts on the Company’s own shares and are classified as equity. The Company allocated gross proceeds with $5.87 million as the value of common shares and pre-funded warrants and $4.13 million as the value of common share purchase warrants under additional paid-in capital in the unaudited condensed interim consolidated statements of changes in shareholders’ equity on a relative fair value basis. The Company also recorded the fair value of underwriter warrants in the amount of $0.41 million as share-based compensation to non-employees under additional paid-in capital and an offset against gross proceeds. 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 $10.0 million. The Company granted to the underwriters a 30-day option to purchase up to an additional 234,375 common shares, which expired 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 $0.99 million. 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 $0.41 million as share-based compensation to non-employees under additional paid-in capital and an offset against gross proceeds. Equity distribution agreements On November 22, 2021, the Company entered into an equity distribution agreement with RBC Capital Markets, LLC (RBCCM), as sales agent. Pursuant to the terms of the agreement, as amended March 4, 2022, the Company could offer and sell common shares having an aggregate offering price of up to $15.4 million from time to time through RBCCM. From November 22, 2021 to March 21, 2022, the Company sold a total of 626,884 common shares pursuant to the agreement for gross proceeds of $2.94 million. The commissions and direct costs of the offering program totaled approximately $0.32 million and were recorded as an offset against gross proceeds. On March 21, 2022, the Company and RBCCM entered into an agreement terminating the agreement effective March 21, 2022. 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 Nine Months Ended June 30, 2022 Balance - September 30, 2021 720,446 $ 5.69 Issued 2,931,507 3.59 Balance - June 30, 2022 3,651,953 $ 4.00 Nine Months Ended June 30, 2021 Balance - September 30, 2020 992,721 $ 4.92 Issued 109,375 8.00 Exercised (341,806 ) 4.29 Balance - June 30, 2021 760,290 $ 5.65 The weighted average contractual life remaining on the outstanding warrants at June 30, 2022 is 53 months. The following table summarizes information about the warrants outstanding at June 30, 2022: Number of Warrants (#) Exercise Prices Expiry Dates 28,124 $ 15.90 May 2023 563,685 $ 4.80 July 2023 7,484 $ 4.81 June 2024 11,778 $ 3.20 January 2025 109,375 $ 8.00 February 2025 191,780 $ 4.56 March 2027 2,739,727 $ 3.52 September 2027 3,651,953 The fair value of warrants granted during the three and nine months ended June 30, 2022 and 2021 was estimated using the Black-Scholes option valuation model using the following assumptions: Nine Months Ended June 30, 2022 Nine Months Ended June 30, 2021 Common Warrants Placement Agent Warrants Underwriter Warrants Risk free interest rate 2.37 % 2.37 % 0.67 % Expected life 5.5 years 5 years 5 years Expected share price volatility 87.09 % 87.09 % 94.20 % Expected dividend yield 0.00 % 0.00 % 0.00 % Pre-funded Warrants A summary of the Company’s pre-funded warrant activity is as follows: Number of Pre-funded Warrant Shares (#) Balance - September 30, 2021 - Issued 1,199,727 Balance - June 30, 2022 1,199,727 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 remaining number of options available for grant is 422,252. The total number of shares available for issuance is 2,625,951 including shares available for the exercise of outstanding options under the 2019 and 2017 Plans as described below. 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 Weighted Average Grant Date Fair Value Nine Months Ended June 30, 2022 Balance - September 30, 2021 1,776,219 $ 5.06 $ 3.79 Granted 500,083 3.66 2.48 Forfeited (26,954 ) 6.56 4.97 Expired (45,649 ) 8.05 6.48 Balance - June 30, 2022 2,203,699 $ 4.66 $ 3.42 Nine Months Ended June 30, 2021 Balance - September 30, 2020 675,437 $ 3.30 $ 2.56 Granted 1,138,000 6.21 4.65 Exercised (19,746 ) 2.12 1.35 Forfeited (19,066 ) 6.07 4.76 Expired (1,906 ) 102.49 135.66 Balance - June 30, 2021 1,772,719 $ 5.07 $ 3.67 During the nine months ended June 30, 2022, the independent members of the Board of Directors granted a total of 415,083 options to employees of the Company pursuant to the 2019 Plan. The options have a term of 10 years with vesting in equal proportions over 36 months beginning on the monthly anniversary of the grant date (following 90 days of employment for new employees), and an exercise price equal to the Nasdaq closing price on the grant dates. During the nine months ended June 30, 2022, the independent directors of the Board of Directors granted a total of 85,000 options, respectively, to directors of the Company pursuant to the 2019 Plan. The options have a term of 10 years and an exercise price equal to the Nasdaq closing price on the grant dates. Options for directors have monthly vesting in equal proportions over 12 months beginning on the grant date. The weighted average contractual life remaining on the outstanding options at June 30, 2022 is 99 months. The following table summarizes information about the options under the 2019 Plan outstanding and exercisable at June 30, 2022: Number of Options (#) Exercisable at Range of Exercise Prices Expiry Dates 238 238 $ 304.08 Dec 2022 3,499 3,499 $ 35.28 - 93.24 Sep 2023-Mar 2025 296,403 296,403 C$ 2.16 Aug 2027-Dec 2028 323,976 275,723 $ 3.16 Feb 2030 397,000 231,457 $ 7.44 - 8.07 Sep 2030-Oct 2030 682,500 334,995 $ 5.25 - 5.65 Jan 2031-Sep 2031 500,083 90,560 $ 2.94 - 3.71 Feb 2032-Mar 2032 2,203,699 1,232,875 The fair value of options granted during the nine months ended June 30, 2022 and 2021 was estimated using the Black-Scholes option valuation model using the following assumptions: Nine Months Ended June 30, 2022 June 30, 2021 Risk free interest rate 1.71% - 2.54% 0.31% - 0.90% Expected life 5 years 5 years Expected share price volatility 85.91% - 86.59% 94.27% - 97.28% Expected dividend yield 0.00 % 0.00 % The Company recorded $0.57 million and $1.10 million of share-based compensation expenses for the three months ended June 30, 2022 and 2021, respectively and $1.80 million and $2.29 million for the nine months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, the Company had approximately $1.49 million of unrecognized share-based compensation expense, which is expected to be recognized over a period of 31 months. |