Share Capital and Other Components of Equity | 12. SHARE CAPITAL AND OTHER COMPONENTS OF EQUITY a) Authorized • An unlimited • An unlimited b) Issued Capital transactions which took place during the year ended December 31, 2022 are as follows: i) On April 20, 2022, the Company announced that it had closed an overnight marketed public offering (the “Offering”). Pursuant to the Offering, Eupraxia issued 7,150,550 units at a price of CDN$2.05 per unit and 181,000 warrants at a price of CDN$0.30 per warrant for aggregate gross proceeds of $11,768,459 ($9,309,707 related to the value of the and related to the value of the Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one common share at an exercise price of CDN$3.00 per common share for a period of 48 months, expiring on April 20, 2026. As consideration for the services rendered by the Underwriters in connection with the Offering, the Company paid the Underwriters a cash commission of $823,792 ($660,605 for the and for the for the and for the for the and for the ii) During the year ended December 31, 2022, 200,000 common shares were issued on the exercise of warrants for gross proceeds of $306,770. The weighted average share price during the period in which these warrants were exercised was CDN$4.18. On exercise, $44,893 was transferred from additional paid-in Capital transactions which took place during the year ended December 31, 2023, are as follows: iii) During the year ended December 31, 2023, 2,385,484 common shares were issued on the exercise of warrants for gross proceeds of $5,241,811. The weighted average share price during the period in which these warrants were exercised was CDN$7.15. On exercise, $733,177 was transferred from additional paid-in iv) During the year ended December 31, 2023, 20,600 common shares were issued on the exercise of options for gross proceeds of $30,059. The weighted average share price during the period in which these options were exercised was CDN$2.00. On exercise, $18,776 was transferred from additional paid-in v) On August 18, 2023, the Company closed a non-brokered common shares as finder’s fees which were valued at $511,681. c) Options Under the Amended Stock Option Plan (the “Amended Plan”), approved by the Board of Directors on October 27, 2021, and ratified by Shareholders on December 3, 2021, the Board of Directors may grant stock options to directors, officers, employees and consultants of the Company up to an aggregate of % of the Company’s then issued and outstanding common shares. Options granted under the Amended Plan have lives of up to from the date of grant. The vesting schedule of all granted options is determined at the discretion of the Board. Unless otherwise determined by the Board, in its sole discretion, all grants of options will vest over a period, with the first twenty-five percent ( %) of the Options vesting on the date of grant, and the remaining o ptions thirty-six-month period in three equal instalments on an annual basis. The following table summarizes the Company’s option transactions: Number of options Weighted average Outstanding, December 31, 2021 2,134,250 $ 7.83 Granted 1,172,200 3.16 Outstanding, December 31, 2022 3,306,450 6.18 Exercised (20,600 ) 2.00 Cancelled (24,800 ) 3.73 Granted 257,200 6.91 Outstanding, December 31, 2023 3,518,250 $ 6.27 Grant Date Options Options Exercise Price (CDN$) Expiry Date Remaining Contractual Sep 27, 2015 186,250 186,250 $ 8.00 (3) Mar 31, 2025 1.25 Nov 2, 2015 95,000 95,000 $ 8.00 (3) Nov 2, 2025 1.85 Mar 5, 2018 452,250 452,250 $ 8.00 (3) Mar 5, 2028 4.18 Mar 9, 2021 756,950 567,713 $ 8.00 Mar 9, 2031 7.20 Mar 9, 2021 326,800 326,800 $ 8.00 Mar 9, 2031 7.20 May 3, 2021 257,000 192,750 $ 8.00 May 3, 2031 7.35 Dec 9, 2021 60,000 57,500 $ 2.02 Dec 9, 2031 7.95 Mar 31, 2022 392,500 186,750 $ 1.90 Mar 31, 2032 8.26 Dec 9, 2022 734,300 407,983 $ 3.85 Dec 9, 2032 8.95 May 18, 2023 180,000 45,000 $ 6.84 May 18, 2033 9.39 May 30, 2023 17,200 4,300 $ 6.75 May 30, 2033 9.42 Sep 27, 2023 60,000 15,000 $ 7.16 Sep 27, 2033 9.75 3,518,250 2,537,296 $ 6.27 7.02 The share-based compensation expense was determined based on the fai December 31, December 31, Options granted during the year ended 2023 2022 Expected dividend yield 0.00 % 0.00 % Expected forfeiture rate 0.00 % 0.00 % Weighted average annual volatility 79.60 % 78.66 % Weighted average risk-free interest rate 3.54 % 2.80 % Weighted average expected option life 5.75 years 5.70 years Weighted average share price (CDN$) $ 6.91 $ 3.16 Weighted average exercise price (CDN$) $ 6.91 $ 3.16 Weighted average fair value of options granted (CDN$) $ 4.78 $ 2.17 Share-based payments for the year ended December 31, 2023, was $1,412,257 (2022 - $1,433,812) (See Note 13 14 As of December 31, 2023, the unrecognized stock-based compensation expense related to the non-vested d) Warrants The following table summarizes the Company’s warrant transactions: Number of warrants Weighted average exercise price (CDN$) Outstanding December 31, 2021 4,161,898 $ 8.81 Issued 7,832,088 2.94 Expired (289,172 ) 8.00 Exercised (200,000 ) 2.05 Outstanding December 31, 2022 11,504,814 $ 4.95 Exercised (2,385,484 ) 2.90 Outstanding December 31, 2023 9,119,330 $ 5.49 As at December 31, 2023, the following warrants were out standing: Expiry date Exercise price Remaining Warrants 120 days after holder to be a Director/ Officer or consultant $ 0.7572 N/A 243,421 120 days after former spouse ceases to be a Director/ Officer or consultant 0.7572 N/A 137,500 120 days after holder ceases to be a Director/ Officer or consultant (1) 0.4984 N/A 315,500 January 4, 2024 5.5993 0.01 239,080 January 4, 2024 7.1991 0.01 39,846 January 8, 2024 5.5993 0.02 31,877 March 9, 2026 11.20 2.19 2,826,274 April 20, 2026 3.00 2.30 5,196,550 April 20, 2026 2.05 2.30 50,054 April 29, 2026 11.20 2.33 39,228 $ 5.49 9,119,330 (1) Represents unit purchase to acquire 315,500 0.75 e) Class B Non-Voting On January 31, 2021, the Company entered into a contribution agreement with the Chief Scientific Officer of the Company, and certain of the Company’s subsidiaries (the “Contribution Agreement”). Pursuant to the Contribution Agreement, the Company acquired AMDM Holdings Inc., a corporation wholly-owned by the Chief Scientific Officer, which held 5% of the equity interest in the Company’s subsidiary, Eupraxia USA. In exchange, the Company issued to the Chief Scientific Officer 225 non-voting Each Class B Share is exchangeable into common shares of the Company based on an exchange rate of 2,500 common shares for each Class B Share, subject to adjustments upon the occurrence of certain events, for a total of 562,500 common shares. The Class B Shares are exchangeable by the Chief Scientific Officer at her election, provided that the Company may force the exchange of the Class B Shares into common shares of the Company at any time on or after January 31, 2031, or on or after January 31, 2026, if the Company is listed on a stock exchange and is a reporting issuer in Canada at such time. The Company may also force the exchange of the Class B Shares into common shares if there is a change of control transaction involving the Company, a change in law which makes the exchange necessary or desirable or if there are a de minimis |