Capital Shares | 8. Capital shares Equity offerings On November 2, 2022, the Company completed a private placement of units consisting of 384,475 common shares, Class A warrants to purchase up to an aggregate of 192,248 common shares and Class B warrants to purchase up to an aggregate of 192,248 common shares. Net proceeds from the offering were $2.9 million, which were allocated between the relative fair values of the common shares (using a fair value of $2.7 million) and the common share purchase warrants (using a total fair value of $1.2 million). The warrants became exercisable December 23, 2022. The Class A warrants have an exercise price of $10.50 per share and will expire on December 23, 2025. The Class B warrants have an exercise price of $7.00 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 220,000 common shares, no par value, and pre-funded warrants to purchase up to an aggregate of 171,390 common shares. In a concurrent private placement, the Company issued common share purchase warrants to purchase an aggregate of up to 391,390 common shares. Net proceeds from the offering were $9.0 million. The common share purchase warrants were immediately exercisable at an exercise price of $24.64 per share and will expire on September 24, 2027. The pre-funded warrants were immediately exercisable at an exercise price of $0.0007 per share and do not expire. The warrants are considered contracts on the Company’s own shares and are classified as equity. The Company allocated gross proceeds with $5.9 million as the value of common shares and pre-funded warrants and $4.1 million as the value of common share purchase warrants under additional paid-in capital on a relative fair value basis. In connection with the offering, the Company issued warrants to purchase an aggregate of 27,397 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 $31.9375 per share and will expire on March 21, 2027 with a fair value of $0.4 million. Equity distribution agreements On March 27, 2023, the Company entered into the Canaccord ATM, 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 $8.4 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 year ended September 30, 2023, the Company sold a total of 196,401 common shares pursuant to the agreement for gross proceeds of approximately $1.3 million. 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 year ended September 30, 2022, the Company sold a total of 89,558 common shares pursuant to the agreement for net proceeds of $2.6 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, 2021 102,929 $ 39.83 Issued 418,789 25.13 September 30, 2022 521,718 $ 28.00 Issued 384,496 8.75 Exercised (100,760 ) 7.65 Expired (84,545 ) 37.29 September 30, 2023 720,909 $ 19.51 The weighted average contractual life remaining on the outstanding warrants at September 30, 2023 is 35 months. The following table summarizes information about the warrants outstanding at September 30, 2023: Number of Warrants (#) Exercise Prices Expiry Dates 110,122 $ 7.00 December 2023 1,070 $ 33.67 June 2024 1,687 $ 22.40 January 2025 173,614 $ 10.50 December 2025 15,627 $ 56.00 February 2026 27,399 $ 31.94 March 2027 391,390 $ 24.64 September 2027 720,909 The fair value of warrants issued during the years ended September 30, 2023 and 2022 was estimated using the Black-Scholes option valuation model using the following assumptions: Year Ended September 30, 2023 Year Ended September 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 warrant activity is as follows: Number of Pre-funded Warrant Shares (#) Balance - September 30, 2021 - Issued 171,389 Exercised (171,389 ) 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 under the terms of the 2019 Plan is 575,737. The remaining number of shares available to grant at September 30, 2023 is 81,765. 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, 2021 253,777 $ 35.42 $ 26.53 Granted 71,451 25.62 17.36 Forfeited (3,851 ) 45.92 34.79 Expired (6,524 ) 56.35 45.36 Balance - September 30, 2022 314,853 $ 32.62 $ 23.94 Granted 118,579 7.47 5.23 Forfeited (12,779 ) 22.76 16.23 Expired (38 ) 1,973.20 1,973.20 Balance - September 30, 2023 420,615 $ 25.60 $ 18.84 There were no options exercised during the years ended September 30, 2023 or September 30, 2022 and there was no intrinsic value of options outstanding at September 30, 2023. The weighted average contractual life remaining on the outstanding options at September 30, 2022 is 85 months. The following table summarizes information about the options under the 2019 Plan outstanding and exercisable at September 30, 2023: Number of Options (#) Exercisable at September 30, 2023 (#) Range of Exercise Prices Expiry Dates 497 497 $ 246.96 - 596.82 Dec 2023 - Mar 2025 42,348 42,348 C$ 15.12 May 2024 - Dec 2028 46,285 46,285 $ 22.12 May 2024 - Feb 2030 56,722 56,702 $ 52.08 - 56.49 May 2024 - Oct 2030 93,344 81,048 $ 36.75 - 40.18 Apr 2024 - Sep 2031 68,777 44,441 $ 20.58 - 25.97 Apr 2024 - Feb 2032 112,642 18,334 $ 5.79 - 10.01 Apr 2024 - Jul 2033 420,615 289,655 The options exercisable at September 30, 2023 had a weighted average exercise price of $31.03, no intrinsic value and a weighted average remaining life of 74 months. There were 130,960 options at September 30, 2023 that had not vested with a weighted average exercise price of $13.61 no intrinsic value and a weighted average remaining life of 111 months. The fair value of options granted during the years ended September 30, 2023 and 2022 was estimated using the Black-Scholes option valuation model using the following assumptions: Years Ended September 30, 2023 September 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 $1.2 million and $2.3 million of share-based compensation expenses for the years ended September 30, 2023 and 2022, respectively. As of September 30, 2023, the Company had approximately $0.5 million of unrecognized share-based compensation expense, which is expected to be recognized over a period of 31 months. Restricted Share Units The Company's 2019 Plan allows restricted share units (RSUs) to be granted to directors, officers, employees and certain external consultants and advisers. Under the 2019 Plan, the RSU term is not to exceed 10 years. The fair value is based on the 5-day VWAP of the Company's common shares up to the date of grant. The following is a summary of changes in the status of RSUs from October 1, 2021 through September 30, 2023: Number of RSU (#) Weighted Average Grant Date Fair Value Balance - September 30, 2021 and 2022 - $ - Granted 46,602 5.60 Converted to common shares (13,557 ) 5.60 Balance - September 30, 2023 33,045 $ 5.60 The following table summarizes information about the RSUs under the 2019 Plan outstanding and exercisable at September 30, 2023: Number of RSU(#) Expiry Date Fully-vested RSUs 33,045 August 4, 2033 The RSUs that were granted in the current year were in lieu of cash bonuses for certain employees and in lieu of payments on consulting invoices for services prior to the appointment of the new Chief Financial Officer. All RSUs that were granted in the current year vested immediately upon the grant date. The outstanding RSUs can be converted to common shares by the holder at any time prior to the expiry date. There is no future unrecorded compensation expense for the RSUs. |