Capital Shares | 6. 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 expired on December 23, 2023. The warrants are considered contracts on the Company’s own shares and are classified as equity. Equity distribution agreement On March 27, 2023, the Company entered into an equity distribution agreement with Canaccord, 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 six months ended March 31, 2024, the Company sold a total of 140,495 common shares pursuant to the agreement for gross proceeds of approximately $0.5 million after deducting commissions and direct costs. 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 Six Months Ended March 31, 2024 Balance - September 30, 2023 720,909 $ 19.51 Expired (110,122 ) 7.00 Balance - March 31, 2024 610,787 $ 21.76 Six Months Ended March 31, 2023 Balance - September 30, 2022 521,718 $ 28.00 Issued 384,496 8.75 Exercised (100,760 ) 7.63 Balance - March 31, 2023 805,454 $ 21.35 The weighted average contractual life remaining on the outstanding warrants at March 31, 2024 is 35 months. The following table summarizes information about the warrants outstanding at March 31, 2024: Number of Warrants (#) Exercise Prices Expiry Dates 1,070 $ 33.67 June 2024 1,687 C$ 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 610,787 The fair value of warrants granted during the six months ended March 31, 2023 was estimated using the Black-Scholes option valuation model using the following assumptions: Six Months Ended March 31, 2023 Class A Warrants Class B Warrants Risk free interest rate 4.54 % 4.76 % Expected life 3.14 years 1.14 years Expected share price volatility 90.73 % 89.70 % Expected dividend yield 0.00 % 0.00 % 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 March 31, 2024 is 69,728. 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 Six Months Ended March 31, 2024 Balance - September 30, 2023 420,615 $ 25.60 $ 18.84 Granted 500 4.10 3.10 Forfeited (1,333 ) 15.55 11.08 Expired (106 ) 596.82 596.82 Balance - March 31, 2024 419,676 $ 25.47 $ 18.70 Six Months Ended March 31, 2023 Balance - September 30, 2022 314,853 $ 32.62 $ 23.94 Granted 47,571 10.01 7.49 Expired (34 ) 2,129 2,129 Balance - March 31, 2023 362,390 $ 29.40 $ 21.63 During the three and six months ended March 31, 2024, the independent members of the Board of Directors granted 500 employee options and no director options. During the three and six months ended March 31, 2024 and 2023, there were no employee or director options granted. 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 March 31, 2024 is 79 months. The following table summarizes information about the options under the 2019 Plan outstanding and exercisable at March 31, 2024: Number of Options (#) Exercisable at March 31, 2024 (#) Range of Exercise Prices Expiry Dates 391 391 $ 246.96 - 596.82 June 2024 - Mar 2025 42,348 42,348 $ 15.12 May 2024 - Dec 2028 46,285 46,285 $ 22.12 May 2024 - Feb 2030 56,722 56,722 $ 52.08 - 56.49 May 2024 - Oct 2030 93,304 93,012 $ 36.75 - 40.18 Apr 2024 - Sep 2031 68,381 53,171 $ 20.58 - 25.97 Apr 2024 - Feb 2032 112,245 41,943 $ 4.10 - 10.01 Apr 2024 - Oct 2033 419,676 333,872 The options exercisable at March 31, 2024 had a weighted average exercise price of $29.27, $7.00 intrinsic value and a weighted average remaining life of 72 months. There were 85,804 options at March 31, 2024 that had not vested with a weighted average exercise price of $10.70, no intrinsic value and a weighted average remaining life of 107 months. The fair value of options granted during the six months ended March 31, 2024 and 2023 was estimated using the Black-Scholes option valuation model using the following assumptions: Six Months Ended March 31, 2024 Six Months Ended March 31, 2023 Risk free interest rate 4.92 % 3.62% - 4.18% Expected life 5 years 5 years Expected share price volatility 97.26 % 95.3% - 97.34 % Expected dividend yield 0.00 % 0.00 % The Company recorded $0.1 million and $0.3 million of share-based compensation expenses for the three months ended March 31, 2024 and 2023, respectively and $0.3 million and $0.6 million for the six months ended March 31, 2024 and 2023. As of March 31, 2024, the Company had approximately $0.2 million of unrecognized share-based compensation expense, which is expected to be recognized over a period of 30 months. Restricted Share Units (RSU) 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 initial grant of RSUs was in August 2023. There were no RSUs granted in the comparative period. The following is a summary of changes in the status of RSUs from October 1, 2023 through March 31, 2024: Number of RSU (#) Weighted Average Grant Date Fair Value Six Months Ended March 31, 2024 Balance - September 30, 2023 33,045 $ 5.60 Granted 8,651 4.77 Balance - March 31, 2024 41,696 $ 5.43 The following table summarizes information about the RSUs under the 2019 Plan outstanding and exercisable at March 31, 2024: Number of RSU (#) Expiry Date Fully-vested RSUs 33,045 August 2033 8,651 January 2034 - March 2034 All RSUs that were granted 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. |