8. Capital Shares | 8. 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. Net proceeds from the offering were $9.01 million, which were allocated between the relative fair values of the common shares and pre-funded warrants issued (using a total fair value of $5.87 million) and the common share purchase warrants issued (using a total fair value of 4.13 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. The warrants are considered contracts on the Company’s own shares and are classified as equity. In connection with the offering, the Company 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 with a fair value of $0.41 million. 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. Net proceeds from the offering were $8.89 million. In connection with the offering, 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 with a fair value of $0.41 million. 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 through an at-the-market equity offering program having an aggregate offering price of up to $15.4 million. During the year ended September 30, 2022, the Company sold a total of 626,884 common shares pursuant to the agreement for net proceeds of $2.62 million. The distribution agreement was terminated effective March 21, 2022. On September 28, 2020, the Company entered into an equity distribution agreement with 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 distribution agreement was terminated on February 25, 2021. During the year ended September 30, 2021, 586,463 shares were sold under the distribution agreement, resulting in net proceeds of $3.42 million. 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, 2020 992,721 $ 4.92 Issued 109,375 8.00 Exercised (381,650 ) 4.35 Balance – September 30, 2021 720,446 $ 5.69 Issued 2,931,507 3.59 Balance – September 30, 2022 3,651,953 $ 4.00 The weighted average contractual life remaining on the outstanding warrants at September 30, 2022 is 50 months. The following table summarizes information about the warrants outstanding at September 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 issued during the years ended September 30, 2022 and 2021 was estimated using the Black-Scholes option valuation model using the following assumptions: Year Ended September 30, 2022 Year Ended September 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 Exercised (1,199,727 ) Balance - September 30,2022 - 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 prior plans. Options, restricted shares and restricted share units are eligible for grant under the 2019 Plan. The total number of shares available for issuance is 2,625,951 including shares available for the exercise of outstanding options under the 2019 Plan. The remaining number of options available for grant at September 30, 2022 is 422,252. 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 Balance – September 30, 2020 675,437 $ 3.30 $ 2.56 Granted 1,145,000 6.21 4.65 Exercised (19,746 ) 2.10 1.35 Forfeited (22,566 ) 6.02 4.02 Expired (1,906 ) 102.49 101.12 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 – September 30, 2022 2,203,699 $ 4.66 $ 3.42 On February 28, 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 grant date, and an exercise price equal to the Nasdaq closing price on the grant dates. On February 28,2022 and March 28, 2022, the independent directors of the Board of Directors granted a total of 55,000 and 30,000 options, respectively, to existing and new 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. In October 2020 and April 2021, the independent members of the Board of Directors granted a total of 430,000 and 603,000 options, respectively, to directors, officers and employees 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 granted for directors in April 2021 have monthly vesting in equal proportions over 12 months beginning on the grant date. Options granted for directors in October 2020 and all options for officers and current employees have monthly vesting in equal proportions over 36 months beginning on the grant date. During the year ended September 30, 2021, the independent members of the Board of Directors granted a total of 112,000 options to new 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, and an exercise price equal to the Nasdaq closing price on the grant dates. The aggregate intrinsic value of options outstanding at September 30, 2021 was $4.46 million. The aggregate intrinsic value of options exercised during the year ended September 30, 2021 was $0.09 million. There were no options exercised during the year ended September 30, 2022 and no intrinsic value of options outstanding at September 30, 2022. The weighted average contractual life remaining on the outstanding options at September 30, 2022 is 96 months. The following table summarizes information about the options under the 2019 Plan outstanding and exercisable at September 30, 2022: Number of Options (#) Exercisable at September 30, 2022 (#) 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 323,976 293,810 $ 3.16 Feb 2030 397,000 264,550 $ 7.44-8.07 Sep 2030-Oct 2030 682,500 383,538 $ 5.25-5.74 Jan 2031-Sep 2031 500,083 146,396 $ 2.94-3.71 Feb 2032-Mar 2032 2,203,699 1,388,434 The options exercisable at September 30, 2022 had a weighted average exercise price of $4.51, no intrinsic value and a weighted average remaining life of 90 months. There were 815,265 options at September 30, 2022 that had not vested with a weighted average exercise price of $4.93 no intrinsic value and a weighted average remaining life of 105 months. The fair value of options granted during the years ended September 30, 2022 and 2021 was estimated using the Black-Scholes option valuation model using the following assumptions: Years Ended September 30, 2022 September 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 % 85.33%-97.28 % Expected dividend yield 0.00 % 0.00 % The Company recorded $2,260,634 and $3,195,469 of share-based compensation expenses for the years ended September 30, 2022 and 2021, respectively. As of September 30, 2022, the Company had approximately $1.04 million of unrecognized share-based compensation expense, which is expected to be recognized over a period of 28 months. |