Capital Shares | 6. Capital Shares Equity Distribution Agreements On March 27, 2023, the Company entered into an equity distribution agreement with Canaccord Genuity LLC (Canaccord), 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 $20 million in gross proceeds, subject to certain offering limitations that currently allow the Company to offer and sell common shares having an aggregate gross sales price of up to $8.37 million. The Company has no obligation to sell any of the common shares and may at any time suspend sales or terminate the equity distribution agreement in accordance with its terms. During the three months ended June 30, 2023, the Company sold a total of 808,107 common shares pursuant to the agreement for net proceeds of $0.69 million after deducting commissions and costs. From November 22, 2021 until terminated on March 21, 2022, the Company had an equity distribution agreement for an at-the-market equity offering program with another sales agent. During the nine months ended June 30, 2022, the Company sold a total of 626,884 common shares pursuant to the agreement for net proceeds of $2.62 million. Equity offerings On November 2, 2022, the Company completed a private placement of units consisting of 2,691,337 common shares, Class A warrants to purchase up to an aggregate of 1,345,665 common shares and Class B warrants to purchase up to an aggregate of 1,345,665 common shares. Net proceeds from the offering were $2.91 million, which were allocated between the relative fair values of the common shares (using a fair value of $2.69 million) and the common share purchase warrants (using a total fair value of $1.22 million). The warrants became exercisable December 23, 2022. The Class A warrants have an exercise price of $1.50 per share and will expire on December 23, 2025. The Class B warrants have an exercise price of $1.00 per share and will expire on December 23, 2023. The warrants are considered contracts on the Company’s own shares and are classified as equity. 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 (using a total fair value of $5.87 million) and the common share purchase warrants (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. 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, 2023 Balance - September 30, 2022 3,651,953 $ 4.00 Issued 2,691,330 1.25 Exercised (705,314 ) 1.09 Expired (28,124 ) 15.90 Balance - June 30, 2023 5,609,845 $ 2.99 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 The weighted average contractual life remaining on the outstanding warrants at June 30, 2023 is 34 months. The following table summarizes information about the warrants outstanding at June 30, 2023: Number of Warrants (#) Exercise Prices Expiry Dates 563,685 $ 4.80 July 2023 770,786 $ 1.00 December 2023 7,484 $ 4.81 June 2024 11,778 $ 3.20 January 2025 1,215,230 $ 1.50 December 2025 109,375 $ 8.00 February 2026 191,780 $ 4.56 March 2027 2,739,727 $ 3.52 September 2027 5,609,845 The fair value of warrants granted during the nine months ended June 30, 2023 was estimated using the Black-Scholes option valuation model using the following assumptions: Nine Months Ended June 30, 2023 Nine Months Ended June 30, 2022 Class A Warrants Class B Warrants Common Warrants Placement Agent Warrants Risk free interest rate 4.54 % 4.76 % 2.37 % 2.37 % Expected life 3.14 years 1.14 years 5.5 years 5 years Expected share price volatility 90.73 % 89.70 % 87.09 % 87.09 % Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Pre-funded Warrants A summary of the Company’s pre-funded warrants activity is as follows: Number of Pre-funded Warrant Shares (#) Nine Months Ended June 30, 2022 Balance - September 30, 2021 - Issued 1,199,727 Balance - June 30, 2022 1,199,727 There were no pre-funded warrants during the nine months ended June 30, 2023. 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. At June 30, 2023, the total number of shares available for issuance is 1,557,766 including shares available for the exercise of outstanding options under the 2019 Plan. The remaining number of options available for grant at June 30, 2023 is 1,557,766. 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 granted for directors normally have monthly vesting in equal proportions over 12 months beginning on the grant date. Options granted for employees normally have monthly vesting in equal proportions over 36 months beginning on the grant date. Options granted for new employees normally have monthly vesting in equal proportions over 36 months beginning on the monthly anniversary of the grant date following 90 days of employment. 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, 2023 Balance - September 30, 2022 2,203,699 $ 4.66 $ 3.42 Granted 332,950 1.43 1.07 Forfeited (88,226 ) 3.28 2.34 Expired (238 ) 304.08 304.08 Balance - June 30, 2023 2,448,185 $ 4.23 $ 3.11 Nine Months Ended June 30, 2022 Balance - September 30, 2021 1,776,219 $ 5.06 $ 3.79 Granted 500,083 3.66 2.48 Exercised (26,954 ) 6.56 4.97 Expired (45,649 ) 8.05 6.48 Balance - June 30, 2022 2,203,699 $ 4.66 $ 3.42 During the nine months ended June 30, 2023, the independent members of the Board of Directors granted 332,950 employee and new employee options pursuant to the 2019 Plan. During the nine months ended June 30, 2022, the independent members of the Board of Directors granted 415,083 employee options and 85,000 director options. The options have a term of 10 years 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 June 30, 2023 is 90 months. The following table summarizes information about the options under the 2019 Plan outstanding and exercisable at June 30, 2023: Number of Options (#) Exercisable at June 30, 2023 (#) Range of Exercise Prices Expiry Dates 3,499 3,499 $ 35.28 - 93.24 Sep 2023-Mar 2025 296,403 296,403 C$ 2.16 Aug 2027-Dec 2028 323,976 323,976 $ 3.16 Feb 2030 397,000 363,829 $ 7.44 - 8.07 Sep 2030-Oct 2030 653,326 525,001 $ 5.25 - 5.74 Jan 2031-Sep 2031 481,365 279,177 $ 2.94 - 3.71 Feb 2032-Mar 2032 292,616 43,990 $ 0.96 - 1.43 Dec 2032-Feb 2033 2,448,185 1,835,875 The fair value of options granted during the nine months ended June 30, 2023 and 2022 was estimated using the Black-Scholes option valuation model using the following assumptions: Nine Months Ended June 30, 2023 June 30, 2022 Risk free interest rate 3.62%-4.18% 1.71% - 2.54% Expected life 5 years 5 years Expected share price volatility 95.3%-97.34% 85.91% - 86.59% Expected dividend yield 0.00 % 0.00 % The Company recorded $0.11 million and $0.57 million of share-based compensation expenses for the three months ended June 30, 2023 and 2022, respectively and $0.73 million and $1.80 million for the nine months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the Company had $0.46 million of unrecognized share-based compensation expense, which is expected to be recognized over a period of 31 months. |