Share Capital | 9. Share capital: (a) Financing: On September 13, 2016, the Company completed an underwritten public offering of 3,450,000 of its common shares at a public offering price of $7.50 per common share. The Company received approximately $24.3 million of proceeds, net of underwriting discounts and commissions but before offering expenses. (b) Authorized share capital: The Company’s authorized share capital consists of an unlimited number of common and preferred shares without par value. (c) Stock-based compensation: On June 25, 2014, the shareholders of the Company approved the 2014 Equity Incentive Plan (the “2014 Plan”) which permits the grant of stock-based compensation awards to directors, officers, employees and consultants of the Company. The Company’s pre-existing stock option plan (the “Amended and Restated Stock Option Plan”) was limited to the granting of stock options as equity incentive awards whereas the 2014 Plan also allows for the issuance of restricted shares, restricted share units, share appreciation rights and performance shares. The 2014 Plan replaced the Amended and Restated Stock Option Plan. No further options will be granted under the Company’s Amended and Restated Stock Option Plan. The Amended and Restated Stock Option Plan provided for the grant of options for the purchase of common shares to directors, officers, employees and consultants prior to the Company’s initial public offering (“IPO”). The options granted under the Amended and Restated Stock Option Plan vest on a graduated basis over a four-year period or less and each option’s maximum term is ten years. The Amended and Restated Stock Option Plan will continue to govern the options granted thereunder. Under the 2014 Plan, options granted generally vest on a graduated basis over a The exercise price of the options is determined by the Board but must at least be equal to the fair market value of the common shares on the date of grant. Options may be exercised over a maximum term of As of December 31, 2017, a total of 30,847 stock options remain to be granted under the 2014 Plan. The number of common shares available for issuance under the 2014 Plan was increased by 700,000 in January 2018 as approved by the Board in accordance with the terms of the 2014 Plan Summary of stock option activity is as follows: Number of Weighted Average Exercise Price Aggregate Options CAD $ U.S. $ Intrinsic Outstanding, January 1, 2015 1,484,218 4.88 4.20 15,551 Granted 529,288 18.73 14.67 Exercised (270,254 ) 4.66 3.65 2,426 Forfeited, cancelled or expired (21,780 ) 11.21 8.78 Outstanding, December 31, 2015 1,721,472 9.62 6.95 1,880 Granted 323,794 9.79 7.39 Exercised (121,292 ) 3.67 2.77 568 Forfeited, cancelled or expired (13,151 ) 14.98 11.31 Outstanding, December 31, 2016 1,910,823 9.84 7.32 4,464 Granted 620,950 8.69 6.69 Exercised (1) (71,006 ) 3.72 2.86 108 Forfeited, cancelled or expired (120,862 ) 9.06 6.98 Outstanding, December 31, 2017 2,339,905 9.32 7.41 159 Exercisable, December 31, 2017 1,439,301 8.91 7.08 159 (1) During the year ended December 31, 2017, 63,425 (2016 – 47,413) stock options were exercised for the same number of common shares in exchange for cash. In the same period, the Company issued 4,405 (2016 – 47,841) common shares for the cashless exercise of 7,581 (2016 – 73,879) stock options. The following table summarizes the stock options outstanding and exercisable at December 31, 2017: Options Outstanding Options Exercisable Range of Exercise Prices Number of Options Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number of Options Exercisable Weighted Exercise Price U.S. $ (years) CAD $ U.S. $ CAD $ U.S. $ $2.12 - $2.95 227,725 5.05 2.67 2.13 226,675 2.67 2.12 $2.96 - $3.04 514,021 2.22 3.74 2.97 514,021 3.74 2.97 $3.05 - $7.44 273,400 9.36 5.25 4.18 30,515 8.73 6.94 $7.45 - $7.73 310,825 8.09 9.52 7.57 158,605 9.53 7.58 $7.74 - $8.49 458,936 8.83 10.46 8.32 52,106 9.84 7.82 $8.50 - $17.70 226,608 6.44 12.11 9.63 210,494 11.81 9.39 $17.71 - $21.82 328,390 7.21 22.34 17.77 246,885 22.34 17.77 2,339,905 6.51 9.32 7.41 1,439,301 8.91 7.08 At December 31, 2017, there were 1,439,301 options exercisable with a weighted average remaining contractual life as at December 31, 2017 of 5.04 years. A summary of the Company’s non-vested stock option activity and related information for the year ended December 31, 2017 is as follows: Number of Options Weighted Average Grant Date Fair CAD $ USD $ Non-vested, January 1, 2017 618,811 9.58 7.13 Granted 620,950 6.51 5.02 Vested (274,580 ) 9.68 7.45 Forfeited and cancelled (64,577 ) 7.46 5.74 Non-vested, December 31, 2017 900,604 7.12 5.66 The aggregate fair value of options vested during the year ended December 31, 2017 was $2,047 (2016 – $3,220, 2015 – $999). The fair value of stock options at the date of grant is estimated using the Black-Scholes option-pricing model which requires multiple subjective inputs. The risk-free interest rate of the options is based on the U.S. Treasury yield curve in effect at the date of grant for a term similar to the expected term of the option. Prior to the Company’s IPO in November 2014, the Company’s shares did not have a readily available market; therefore, the Company lacks company-specific historical and implied volatility information. Consequently, the expected volatility of stock options was estimated based on a combination of the Company’s available historical volatility information and historical volatility analysis of peers that were similar to the Company with respect to industry, stage of life cycle, size, and financial leverage. Expected life assumptions are based on the Company’s historical data. The dividend yield is based on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends. Forfeitures are recognized as they occur. The weighted-average option pricing assumptions are as follows: Years ended December 31 2017 2016 2015 Average risk-free interest rate 2.35 % 1.58 % 1.75 % Expected volatility 80 % 75 % 75 % Average expected term (in years) 7.37 6.22 6.23 Expected dividend yield 0.00 % 0.00 % 0.00 % Weighted average fair value of options granted $ 5.02 $ 4.94 $ 9.83 Stock-based compensation expense is classified in the consolidated statements of operations and comprehensive income (loss) as follows: Years ended December 31, 2017 2016 2015 Research and development $ 985 $ 874 $ 624 General and administrative 1,251 1,287 3,105 $ 2,236 $ 2,161 $ 3,729 As of December 31, 2017, the unrecognized stock-based compensation cost related to the non-vested stock options was $4,251, which is expected to be recognized over a weighted-average period of 2.37 years. |