Shareholders' Equity | 12. Shareholders’ Equity Common Shares As of December 31, 2020 and 2021, the Company’s articles of the corporation, as amended and restated, authorized the Company to issue unlimited voting common shares, each with no par value per share. The voting, dividend, and liquidation rights of the holders of the Company’s common shares are subject to and qualified by the rights, powers and preferences of the holders of the Series A preferred shares set forth below. As of each balance sheet date, common shares consisted of the following: December 31, 2020 December 31, 2021 Shares authorized Shares issued and outstanding Shares authorized Shares issued and outstanding Common shares Unlimited 269,497,768 Unlimited 283,257,104 Each voting common share entitles the holder to one vote on all matters submitted to a vote of the Company’s shareholders. Common shareholders are entitled to receive dividends, if any, as may be declared by the board of directors, subject to the preferential dividend rights of the preferred shares. Through December 31, 2021, no cash dividends had been declared or paid by the Company. Series A1 Preferred shares On August 3, 2018, the Company entered into an investment agreement with DCVC Bio, L.P. for gross proceeds of CAD $10.0 million ($7.7 million) in exchange for 2,105,264 shares. Total proceeds received net of financing costs were $7.6 million. The Series A1 preferred shares are voting and are convertible, at any time and from time to time at the option of its holder, into fully paid and non-assessable common shares at a 1:10 Conversion of preferred shares to common shares is mandatory in the event of a Qualified Initial Public Offering with proceeds of at least $70.0 million. The holders of the Series A1 preferred shares are entitled to vote, together with the holders of common shares, as a single class, on all matters submitted to the shareholders for a vote and are entitled to the number of votes equal to the number of common shares into which the Series A1 preferred shares could convert on the record date for determination of shareholders entitled to vote. The holders of the Series A1 preferred shares are entitled to receive noncumulative dividends, as and if declared by the board of directors (the “Preferred Dividend”). The Company may not pay any dividends on common shares of the Company unless the holders of Preferred Shares then outstanding first receive, or simultaneously receive, the Preferred Dividend on each outstanding Series A1 preferred share and a dividend on each outstanding Series A1 preferred share in an amount at least equal to the product of the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into common shares. To the date of conversion , no cash dividends had been declared or paid by the Company. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, the holders of Series A1 Preferred Shares then outstanding are entitled to a 1x non-participating liquidation preference. Due to the various rights and privileges within the existing Series A1 Preferred and Common shareholder agreements, the Company concluded triggering a deemed liquidation event is within the control of the Company, and therefore the Series A1 Preferred Shares are classified as permanent equity. Series A2 preferred shares On March 23, 2020, the Company entered into an investment agreement with certain shareholders for gross proceeds of $75.0 million in exchange for 6,017,784 shares. Total proceeds received net of financing costs were $74.7 million. The Series A2 preferred shares are voting and are convertible, at any time and from time to time at the option of its holder, into fully paid and non-assessable common shares at a 1:10 Conversion of preferred shares to common shares is mandatory in the event of a Qualified Initial Public Offering with proceeds of at least $70.0 million. The holders of the Series A2 preferred shares are entitled to vote, together with the holders of common shares, as a single class, on all matters submitted to the shareholders for a vote and are entitled to the number of votes equal to the number of common shares into which the Series A2 preferred shares could convert on the record date for determination of shareholders entitled to vote. The holders of the Series A2 preferred shares are entitled to receive noncumulative dividends, as and if declared by the board of directors (the “Preferred Dividend”). The Company may not pay any dividends on common shares of the Company unless the holders of Preferred Shares then outstanding first receive, or simultaneously receive, the Preferred Dividend on each outstanding Series A2 preferred share and a dividend on each outstanding Series A2 preferred share in an amount at least equal to the product of the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into common shares. To the date of conversion, no cash dividends had been declared or paid by the Company. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, the holders of Series A2 Preferred Shares then outstanding are entitled to a 1x non-participating liquidation preference. In addition, holders of the Series A2 Preferred Shares are eligible to demand redemption of their shares in the event of certain deemed liquidation events, as defined the agreement. Due to the various rights and privileges within the existing Series A2 Preferred and Common shareholder agreements, the Company concluded triggering a deemed liquidation event is within the control of the Company, and therefore the Series A2 Preferred Shares are classified as permanent equity. Immediately prior to the completion of our IPO, all Series A1 and A2 Preferred shares converted to an equal number of common shares. Stock-based compensation Sixth Amended and Restated Stock Option Plan: We maintain the AbCellera Biologics Inc. Sixth Amended and Restated Stock Option Plan, our Pre-IPO Plan, which was most recently approved by our board of directors on November 18, 2020. The Pre-IPO Plan allows for the grant of options (and for U.S. participants, either incentive stock options and/or nonstatutory stock options) to employees, directors, and consultants, subject in each case to compliance with applicable tax laws. Our 2020 Plan became effective on the date immediately prior to the date on which our initial S-1 registration statement was declared effective by the SEC on December 10, 2020. As a result, we do not expect to grant any additional awards under the Pre-IPO Plan following that date. Any awards granted under the Pre-IPO Plan will remain subject to the terms of our Pre-IPO Plan and applicable award agreements. Options were granted under the Company’s Pre-IPO Plan in Canadian dollars and were converted to U.S dollars for administrative convenience in 2021. In March 2021, substantially all employee option holders whose awards were liability-classified elected to convert the currency of their option exercise price from Canadian dollars to U.S. dollars for administrative convenience. As a result of the modification, $ 5.7 million was reclassified from liability to equity. 2020 Share Option and Incentive Plan: Our 2020 Share option and Incentive Plan, or 2020 Plan, was approved by our board of directors on November 18, 2020 and approved by our shareholders on December 1, 2020, and became effective on the date immediately prior to the date on which our initial S-1 registration statement was declared effective by the SEC on December 10, 2020. The 2020 Plan replaced our Pre-IPO Plan, as our board of directors will not make additional awards under the Pre-IPO Plan following our IPO. The shares we issue under the 2020 Plan will be authorized but unissued shares or shares that we reacquire. The common shares underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of shares, expire or are otherwise terminated (other than by exercise) under the 2020 Plan and the Pre-IPO Plan will be added back to the common shares available for issuance under the 2020 Plan. The maximum aggregate number of common shares that may be issued as incentive share options may not exceed the Initial Limit cumulatively increased on January 1, 2022, and on each January 1 thereafter by the lesser of (i) the Annual Increase for such year or (ii) 21,280,000 common shares. As of December 31, 2021, the number of shares available for issuance under the 2020 Plan was 15,154,407, which includes awards granted and outstanding under the Pre-IPO Plan that are forfeited after December 10, 2020. Restricted Share Units During the year ended December 31, 2021, the Company granted Restricted Share Units (RSUs) to certain employees that vest over a period of four years, in the amount of one-quarter each year on the anniversary of the grant date. RSUs are equity-settled on each vesting date, subject to the grantee’s continued employment with the Company on the vesting date. The fair value of RSUs granted was calculated by using the Company’s closing stock price on the grant date. The following table summarizes the Company’s stock options granted under the Pre-IPO Plan: Number of Shares Weighted- Average Exercise Price 1 Weighted- Average Contractual Term (years) Outstanding as of December 31, 2020 53,204,810 $ 0.71 7.67 Granted - - Exercised (13,759,336 ) 0.29 Forfeited (239,167 ) 0.54 Outstanding as of December 31, 2021 39,206,307 $ 0.86 7.02 Options exercisable as of December 31, 2021 19,063,249 $ 0.54 6.04 1 Pre-IPO plan options historically granted in CAD. In 2021, all Pre-IPO employee option holders converted the currency of their option exercise price from Canadian dollars to U.S. dollars for administrative convenience. The following table summarizes the Company’s stock options granted under the 2020 Plan: Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Outstanding as of December 31, 2020 1,260,840 $ 20.00 9.95 Granted 4,063,703 18.98 Exercised - - Forfeited (40,196 ) 23.12 Outstanding as of December 31, 2021 5,284,347 $ 19.19 9.56 Options exercisable as of December 31, 2021 302,510 $ 20.00 8.94 The weighted average grant date fair value per share of options granted during 2019, 2020, and 2021 was $0.26, $3.95 and $12.31, respectively. The intrinsic value of options exercised during 2019, 2020, and 2021 was $nil, $6.8 million and $295.6 million, respectively. As of December 31, 2021, there was $100.3 million of unrecognized compensation cost related to unvested stock options granted under the Plans, which is expected to be recognized over a weighted average period of 1.84 years. The following table summarizes the Company’s RSUs granted under the 2020 Plan: Number of Shares Weighted- Average Grant Date Fair Value Outstanding as of December 31, 2020 - $ - Granted 1,093,517 23.65 Vested and settled - - Forfeited (13,104 ) 26.15 Outstanding as of December 31, 2021 1,080,413 $ 23.62 As of December 31, 2021, there was $22.0 million of unamortized RSU expense that will be recognized over a weighted average period of 3.65 years. Stock-based compensation expense was classified in the consolidated statements of income (loss) and comprehensive income (loss) as follows: Year ended December 31, 2019 2020 2021 Research and development expenses $ 606 $ 5,365 $ 15,663 Sales and marketing expenses 85 1,691 2,120 General and administrative expenses 199 1,341 12,863 $ 890 $ 8,397 $ 30,646 The fair value of each option award is determined on the date of grant using the Black-Scholes option pricing model. The weighted-average valuation assumptions for stock options granted in the period are as follows: Year ended December 31, 2019 2020 2021 Average risk-free interest rate 1 1.60 % 0.64 % 1.23 % Expected volatility 2 100 % 79 % 72 % Average expected term (years) 3 6.25 6.11 6.21 Expected dividend yield 4 0.00 % 0.00 % 0.00 % Weighted average fair value of options granted 5 $ 0.34 $ 5.60 $ 12.31 The weighted-average valuation assumptions for liability classified stock options outstanding at December 31, 2021 are as follows: Year ended December 31, 2019 2020 2021 Average risk-free interest rate 1 - 0.46 % - Expected volatility 2 - 75 % - Average expected term (years) 3 - 6.25 - Expected dividend yield 4 - 0.00 % - Weighted average fair value of options granted 5 - $ 37.44 - (1) This rate is from federal government marketable bonds for each option grant during the year, having a term that most closely resembles the expected life of the option. (2) Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. As the Company does not yet have sufficient history of its own volatility, the Company has identified several public entities of similar complexity and stage of development and calculates historical volatility using the volatility of these companies. (3) This is the period of time that the options granted are expected to remain unexercised. Options granted have a maximum term of ten years. The Company uses the simplified method to calculate the average expected term, which represents the average of the vesting period and the contractual term. (4) No dividends have been paid by the Company yet. (5) The Company granted stock options at exercise prices not less than the fair value of its common shares as determined by the Board, with input from management. Management estimated the fair value of its common shares based on a number of objective and subjective factors, including internal valuations, external market considerations affecting the biotechnology industry and the historic prices at which the Company sold common shares. At December 31, 2020, there were 1,012,000 liability classified options outstanding, of which $4.3 million was included in other liabilities. At December 31, 2021 there were no liability classified options outstanding. |