Share Capital | 10. Share capital: (a) Financing: In May 2018, the Company entered into an at-the-market equity offering sales agreement with Stifel Nicolaus & Company, Incorporated (“Stifel”) to sell common shares of the Company having aggregate gross proceeds of up to $30,000, from time to time, through an “at-the-market” equity offering program under which Stifel would act as sales agent. The Company sold 3,440,000 common shares under the sales agreement for proceeds of approximately $29,200, net of commissions paid, but excluding estimated transaction expenses. In July 2018, the Company entered into an at-the-market equity offering sales agreement with Jefferies LLC (“Jefferies”) and Stifel, to sell common shares of the Company having aggregate gross proceeds of up to $50,000, from time to time, through an “at-the-market” equity offering program under which Jefferies and Stifel would act as sales agent. The Company sold 1,600,000 common shares under the sales agreement for proceeds of approximately $14,820, net of commissions paid, but excluding estimated transaction expenses. In connection with the Company’s entry into the July 2018 sales agreement with Jefferies and Stifel, the May 2018 sales agreement was mutually terminated by the Company and Stifel. In September 2018, the Company entered into an underwriting agreement with Jefferies and Stifel, relating to an underwritten public offering of 4,500,000 common shares sold by the Company at a public offering price of $14.00 per common share. The Company received net proceeds of $59,220, net of underwriting discounts and commissions, but before offering expenses. In connection with the Company’s entry into the September 2018 underwriting agreement with Jefferies and Stifel, the July 2018 sales agreement was mutually terminated by the Company, Jefferies and Stifel. (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, 2018, a total of 153,209 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 900,000, effective January 1, 2019, 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, 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 Granted 706,600 6.73 5.19 Exercised (1) (251,163 ) 4.57 3.53 1,028 Forfeited, cancelled or expired (123,436 ) 13.61 10.50 Outstanding, December 31, 2018 2,671,906 9.49 6.96 3,483 Exercisable, December 31, 2018 1,566,435 10.70 7.84 2,198 (1) During the year ended December 31, 2018, 49,502 (2017 – 63,425) stock options were exercised for the same number of common shares in exchange for cash. In the same period, the Company issued 106,474 (2017 – 4,405) common shares for the cashless exercise of 201,661 (2017 – 7,581) stock options. The following table summarizes the stock options outstanding and exercisable at December 31, 2018: 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. $ $1.96 - $2.74 529,675 2.34 3.42 2.51 529,675 3.42 2.51 $2.75 - $4.70 237,188 8.84 4.80 3.52 59,589 4.41 3.23 $4.71 - $5.35 508,050 9.19 6.48 4.75 — — — $5.36 - $7.59 391,469 7.61 9.49 6.96 209,664 9.95 7.30 $7.60 - $8.35 269,354 6.13 10.69 7.84 232,869 10.70 7.84 $8.36 - $8.98 365,052 8.17 11.47 8.41 184,322 11.48 8.42 $8.99 - $18.70 371,118 6.39 22.43 16.45 350,316 22.81 16.72 2,671,906 6.73 9.49 6.96 1,566,435 10.70 7.84 At December 31, 2018, there were 1,566,435 options exercisable with a weighted average remaining contractual life of 5.25 years. A summary of the Company’s non-vested stock option activity and related information for the year ended December 31, 2018 is as follows: Number of Options Weighted Average Grant Date Fair CAD $ USD $ Non-vested, January 1, 2018 900,604 7.12 5.66 Granted 706,600 4.84 3.74 Vested (437,771 ) 8.47 6.54 Forfeited or cancelled (63,962 ) 6.70 5.17 Non-vested, December 31, 2018 1,105,471 5.61 4.11 The aggregate fair value of options vested during the year ended December 31, 2018 was $2,861 (2017 – $2,047 ). 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 lacked 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 2018 2017 Average risk-free interest rate 2.79 % 2.35 % Expected volatility 75 % 80 % Average expected term (in years) 7.38 7.37 Expected dividend yield 0.00 % 0.00 % Weighted average fair value of options granted $ 3.74 $ 5.02 Stock-based compensation expense is classified in the consolidated statements of operations and comprehensive income (loss) as follows: Years ended December 31, 2018 2017 Research and development $ 988 $ 985 General and administrative 1,772 1,251 $ 2,760 $ 2,236 As of December 31, 2018, the unrecognized stock-based compensation cost related to the non-vested stock options was $3,919, which is expected to be recognized over a weighted-average period of 2.41 years. (d) Exchange agreement with certain funds affiliated with BVF Partners L.P. (collectively, “BVF”): In March 2018, the Company and BVF entered into an exchange agreement pursuant to which the Company issued to BVF 2,868,000 Series 1 Preferred Shares in exchange for 2,868,000 common shares which were subsequently cancelled by the Company. The Company filed articles of amendment creating an unlimited number of Series 1 Preferred Shares. The Series 1 Preferred Shares are convertible into common shares on a one-for-one basis subject to the holder, together with its affiliates, beneficially owning no more than 9.99% of the total number of common shares issued and outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”). The holder may reset the Beneficial Ownership Limitation to a higher or lower number, not to exceed 19.99% of the total number of common shares issued and outstanding immediately after giving effect to such conversion, upon providing written notice to the Company which will be effective 61 days after delivery of such notice. Each Series 1 Preferred Share is also convertible into one common share at any time at the Company’s option without payment of additional consideration, provided that prior to any such conversion, the holder, together with its affiliates, beneficially owns less than 5.00% of the total number of common shares issued and outstanding and such conversion will not result in the holder, together with its affiliates, beneficially holding more than 5.00% of the total number of common shares issued and outstanding immediately after giving effect to such conversion. In the event of a change of control, holders of Series 1 Preferred Shares shall be issued one common share for each outstanding Series 1 Preferred Share held immediately prior to the change of control (without regard to the Beneficial Ownership Limitation), and following such conversion, will be entitled to receive the same kind and amount of securities, cash or property that a holder of common shares is entitled to receive in connection with such change of control. The Series 1 Preferred Shares rank equally to the common shares in the event of liquidation, dissolution or winding up or other distribution of the assets of the Company among its shareholders and the holders of the Series 1 Preferred Shares are entitled to vote together with the common shares on an as-converted basis and as a single class, subject in the case of each holder of the Series 1 Preferred Shares to the Beneficial Ownership Limitation. Any Series 1 Preferred Shares that are ineligible to be converted into common shares due to the Beneficial Ownership Limitation, measured as of a given record date that applies for a shareholder meeting or ability to act by written consent, shall be deemed to be non-voting securities of the Company. Holders of Series 1 Preferred Shares are entitled to receive dividends (without regard to the Beneficial Ownership Limitation) on the same basis as the holders of common shares. The Company may not redeem the Series 1 Preferred Shares. The Company recorded the issuance of Series 1 Preferred Shares and corresponding cancellation of common shares at $7.61 per share, the estimated weighted average cost at which BVF acquired the common shares. The Series 1 Preferred Shares are recorded wholly as equity under ASC 480, with no bifurcation of conversion feature from the host contract, given that the Series 1 Preferred Shares cannot be cash settled and have no redemption features. During the year ended December 31, 2018, BVF converted 1,852,000 Series 1 Preferred Shares in exchange for an equal number of common shares of the Company. |