SHAREHOLDERS' EQUITY | 11. SHAREHOLDERS’ EQUITY Authorized Unlimited common shares, without par value. Unlimited preferred shares, without par value. February 2021 Financing On February 22, 2021, the Company completed an underwritten public offering for aggregate gross proceeds of $149,999,985 (the “ February 2021 Financing 30-day July 2020 Financing On July 31, 2020, the Company completed an underwritten public offering for aggregate gross proceeds of US$48,990,000 (the “ July 2020 Financing 30-day August 2019 Financing On August 27, 2019, the Company closed a public offering of equity securities of the Company in Canada and a concurrent private placement of equity securities in the United States (the “ August 2019 Financing Realm Acquisition On July 31, 2019, the Company issued 6,718,150 shares in relation to the Realm Acquisition (Note 4). Nomination Rights In connection with a January 2016 private placement of 227,273 Units, a Unit consisting of one common share, one 7-year one 2-year Clarus Equity incentive plans Restricted share units plan The Company has adopted a Restricted Share Unit Plan (“RSU Plan”) consistent with the policies and rules of the TSX-V and Nasdaq. Pursuant to the RSU Plan, RSUs may be granted with vesting criteria and periods are approved by the Board of Directors at its discretion. The RSUs issued under the RSU Plan may be accounted for as either equity-settled or cash-settled share-based payments. At September 30, 2021, there are no RSUs outstanding. As at September 30, 2021 the Stock Option Plan and RSU Plan have a combined maximum of 7,342,788 common shares which may be reserved for issuance. Employee Share Purchase Plan The Company has adopted an Employee Share Purchase Plan (“ESPP”) under which qualifying employees may be granted purchase rights (“Purchase Rights”) to the Company’s common shares at not less of 85% of the market price at the lesser of the date the Purchase Right is granted or exercisable. The Company currently holds offerings consisting of six-month periods commencing on January 1 and July 1 and ending on June 30 and December 31 of each calendar year. As at September 30, 2021, the ESPP has a maximum of 252,418 (2020 –268,381) common shares reserved for issuance. Eligible employees are able to contribute up to 15% of their gross base earnings for purchases under the ESPP through regular payroll deductions. Purchase of shares under the ESPP are limited for each employee at $25,000 worth of the Company’s common shares (determined using the lesser of (i) the market price of a common share on the first day of an applicable purchase period and (ii) the market price of a common share on the purchase date) for each calendar year in which a purchase right is outstanding. During the year ended September 30, 2021, the Company issued a total of 15,963 (2020 –16,506; 2019 - nil) common shares upon the exercise of Purchase Rights. The Company recognizes compensation expense for purchase rights on a straight-line basis over the service period. For the year ended September 30, 2021 2020 2019 Research and development expense $ 32,299 $ 24,984 $ — General and administrative 36,132 46,033 — $ 68,431 $ 71,017 $ — The Company measures the purchase rights based on their estimated grant date fair value using the Black-Scholes option pricing model and the estimated number of shares that can be purchased. The following weighted average assumptions were used for the valuation of purchase rights: 2021 2020 2019 Risk-free interest rate 0.19 % 1.44 % — Expected life of share purchase rights 6 months 6 months — Expected annualized volatility 61.54 % 90.34 % — Dividend — — — Stock options The Company has adopted a Stock Option Plan consistent with the policies and rules of the TSX-V and Nasdaq. Pursuant to the Stock Option Plan, options may be granted with expiry terms of up to 10 years, and vesting criteria and periods are approved by the Board of Directors at its discretion. The options issued under the Stock Option Plan are accounted for as equity-settled share-based payments. Stock option transactions are summarized as follows: Weighted Number Average of Options Exercise Price* Balance, September 30, 2018 900,459 $ 4.59 Options granted 255,000 3.77 Options expired/forfeited (32,998) (4.10) Balance, September 30, 2019 1,122,461 $ 4.59 Options granted 4,218,000 3.31 Options exercised (416) (2.20) Options expired/forfeited (30,461) (28.46) Balance, September 30, 2020 5,309,584 $ 3.42 Options granted 1,889,646 9.87 Options exercised (323,610) (3.68) Options expired/forfeited (72,390) (4.46) Balance outstanding, September 30, 2021 6,803,230 $ 5.20 Balance exercisable, September 30, 2021 2,799,226 $ 3.49 * Options exercisable in Canadian dollars as at September 30, 2021 are translated at current rates to reflect the current weighted average exercise price in US dollars for all outstanding options. At September 30, 2021, options were outstanding enabling holders to acquire common shares as follows: Weighted average remaining Exercise price Number of options contractual life (years) $ 2.20 4,584 7.70 $ 3.23 3,794,603 8.02 $ 3.59 26,667 8.05 $ 3.81 185,816 7.36 $ 4.00 539,518 6.22 $ 4.67 183,511 8.09 $ 7.00 1,508,146 9.20 $ 13.96 190,000 9.29 $ 29.63 100,000 9.58 $ 31.62 75,000 9.67 C$ 4.90 163,154 5.81 C$ 5.06 32,231 7.36 6,803,230 8.15 Share-based compensation During the year ended September 30, 2021, the Company granted a total of 1,889,646 (2020 – 4,218,000, 2019 - 255,000) stock options with a weighted average fair value of $8.04 per option (2020 – $2.98, 2019 - $3.00). The Company recognized share-based payments expense for options granted and vesting, net of recoveries on cancellations of unvested options, during the years ended September 30, 2021, 2020 and 2019 with allocations to its functional expense as follows: For the year ended September 30, 2021 2020 2019 Research and development expense $ 3,611,083 $ 1,853,388 $ 304,786 General and administrative 5,796,599 5,598,202 841,921 $ 9,407,682 $ 7,451,590 $ 1,146,707 The following weighted average assumptions were used for the Black-Scholes option-pricing model valuation of stock options granted: 2021 2020 2019 Risk-free interest rate 0.44 % 1.55 % 2.55 % Expected life of options 10.00 years 10.00 years 10.00 years Expected annualized volatility 78.16 % 77.00 % 79.33 % Dividend — — — Warrants Warrant transactions are summarized as follows: Weighted Number Average of Warrants Exercise Price Balance, September 30, 2018 2,663,937 $ 6.13 Warrants granted 11,919,404 0.0001 Warrants exercised (2,188,999) (0.002) Warrants expired (1,250) (31.17) Balance, September 30, 2019 12,393,092 $ 1.31 Warrants exercised (3,120,115) (0.08) Balance, September 30, 2020 9,272,977 $ 1.73 Warrants exercised (6,038,227) (0.06) Balance outstanding and exercisable, September 30, 2021 3,234,750 $ 4.84 * Warrants exercisable in Canadian dollars as at September 30, 2021 are translated at current rates to reflect the current weighted average exercise price in US dollars for all outstanding warrants. At September 30, 2021, warrants were outstanding enabling holders to acquire common shares as follows: Number of Warrants Exercise Price Expiry Date 227,273 (1) US$ 66.00 January 14, 2023 7,477 US$ 42.80 November 18, 2023 80,000 US$ 4.00 January 9, 2023 2,920,000 US$ 0.0001 August 23, 2024 3,234,750 (1) Detailed terms of the 2016 Warrants are included in Note 10. |