SHARE CAPITAL AND RESERVES | 9. SHARE CAPITAL AND RESERVES On September 7, 2022, the Company effected a one-for-25 reverse stock split of its issued and outstanding common shares. Accordingly, all common share, stock option, per common share and warrant amounts for all periods presented in the consolidated financial statements and notes thereto have been adjusted retrospectively to reflect this reverse stock split. a) Authorized As of June 30, 2023, the Company’s authorized share structure consisted of: (i) an unlimited number of common shares without par value; and (ii) an unlimited number of preferred shares without par value. No preferred shares were issued and outstanding as of June 30, 2023 and 2022. The Company may issue preferred shares and may, at the time of issuance, determine the rights, preference and limitations pertaining to these shares. Holders of preferred shares may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding up of the Company before any payment is made to the holders of common shares. b) Common Shares During the year ended June 30, 2023, the Company completed the following: September 2022 Private Placement Offering: Transaction Description Number Issue Price Total Shares Issued 90,000 $ 8.680 $ 781,200 Pre-funded Warrants Issued 601,245 $ 8.6799 5,218,746 Gross Proceeds $ 5,999,946 Allocated to Additional Paid-in Capital (5,589,570 ) $ 410,376 Share Issuance Costs $ (77,242 ) On September 13, 2022, the Company closed a private placement of its common shares and issued an aggregate of 90,000 common shares and 601,245 pre-funded warrants, for gross proceeds of $5,999,946. The pre-funded warrants were determined to be common stock equivalents. Each common share and each pre-funded warrant were sold in the offering with an investment option to purchase a common share. Transaction costs were allocated proportionally between common shares and investment options with $77,242 allocated to common shares and the balance of $1,052,101 allocated to additional paid-in capital and recorded as a component of shareholders’ equity in the consolidated balance sheet. As of June 30, 2023, there were no pre-funded warrants outstanding. November 2022 Private Placement Offering: Transaction Description Number Issue Price Total Shares Issued 150,000 $ 3.300 $ 495,000 Pre-funded Warrants Issued 1,668,185 $ 3.2999 5,504,844 Gross Proceeds $ 5,999,844 Allocated to Additional Paid-in Capital (5,736,472 ) $ 263,372 Share Issuance Costs $ (38,713 ) On November 21, 2022, the Company closed a private placement of its common shares and issued an aggregate of 150,000 common shares and 1,668,185 pre-funded warrants, for gross proceeds of $5,999,844. The pre-funded warrants were determined to be common stock equivalents. Each common share and each pre-funded warrant were sold in the offering with an investment option to purchase a common share. Transaction costs were allocated proportionally between common shares and investment options with $38,713 allocated to common shares and the balance of $831,292 allocated to additional paid-in capital and recorded as a component of shareholders’ equity in the consolidated balance sheet. As of June 30, 2023, there were no pre-funded warrants outstanding. During the year ended June 30, 2022, the Company completed the following: July 2021 Private Placement Offering: Transaction Description Number Issue Price Total Shares Issued 35,600 $ 74.325 $ 2,645,970 Pre-funded Warrants Issued 125,853 $ 74.3226 9,353,716 Gross Proceeds $ 11,999,686 Allocated to Additional Paid-in Capital (10,540,635 ) $ 1,459,051 Share Issuance Costs $ (247,336 ) On July 2, 2021, the Company closed a private placement of its common shares and issued an aggregate of 35,600 common shares and 125,853 pre-funded warrants, for gross proceeds of $11,999,686. The pre-funded warrants were determined to be common stock equivalents. Each common share and each pre-funded warrant were sold in the offering with a warrant to purchase a common share. Transaction costs were allocated proportionally between common shares and warrants with $247,336 allocated to common shares and the balance of $1,786,831 allocated to additional paid-in capital and recorded as a component of shareholders’ equity in the consolidated balance sheet. The 125,853 pre-funded warrants were fully exercised for 125,853 common shares during the year ended June 30, 2022, resulting in a $4,283,654 reclassification from additional paid-in capital to common shares. June 2022 Registered Direct and Private Placement Offerings: Transaction Description Number Issue Price Total Shares Issued 65,002 $ 21.450 $ 1,394,286 Pre-funded Warrants Issued 168,099 $ 21.4474 3,605,294 Gross Proceeds $ 4,999,580 Allocated to Additional Paid-in Capital (4,245,508 ) $ 754,072 Share Issuance Costs $ (127,884 ) On April 22, 2022, the Company issued 10,759 common shares under an at-the-market offering (“ATM”) for proceeds of $146,533, net of issuance costs. On June 6, 2022, the Company closed a registered direct offering and concurrent private placement of its common shares. In the registered direct offering, the Company issued an aggregate of 65,002 common shares and 98,169 pre-funded warrants, for gross proceeds of $3,500,002. In the concurrent private placement, the Company issued an aggregate of 69,930 pre-funded warrants for gross proceeds of $1,499,999. The pre-funded warrants were determined to be common stock equivalents. Each common stock and each pre-funded warrant were sold in the offerings with a preferred investment option to purchase a common share. Transaction costs were allocated proportionally between common shares and warrants with $127,884 allocated to common shares and the balance of $719,964 allocated to additional paid-in capital and recorded as a component of shareholders’ equity in the consolidated balance sheet. During the year ended June 30, 2022, in accordance with the BayMedica Agreement, the Company issued 82,000 common shares to BayMedica’s historical equity and convertible debt holders (See Note 7). In addition, the Company issued 78,312 common shares for consulting services. As part of the Company’s financing in the year ended June 30, 2023 and 2022, the units included pre-funded warrants of 2,269,430 and 293,952 respectively. These warrants contained an exercise price of $.0001 and were exercised in the year issued. c) Share Purchase Warrants On July 2, 2021, 161,453 warrants were issued with an exercise price of $71.20 per share, were immediately exercisable upon issuance, and expire 5 years following the date of issuance. The pre-funded and common warrants did not meet the criteria to be classified as a liability award and therefore were treated as an equity award and recorded as a component of shareholders’ equity in the consolidated balance sheet. On June 6, 2022, the Company amended the warrants to re-price them to $18.50 per share with an expiry date of June 6, 2029. Accordingly, the Company has calculated the incremental fair value from the modification to be $1,194,752 and is recognized as a warrant modification expense in the statement of operations. The following is a summary of changes in share purchase warrants from July 1, 2021 to June 30, 2023: Number Weighted Share Price Aggregate Balance as at July 1, 2021 98,920 $ 75,47 $ - Granted 161,453 18.50 - Exercised (15,606 ) 11.25 125,611 Balance as at June 30, 2022 244,767 41.99 - Granted - - - Expired / Cancelled (191,345 ) 18.04 - Exercised - - - Balance as at June 30, 2023 53,422 $ 92.91 $ - The intrinsic value of warrants as of June 30, 2023 and 2022 was $ Nil d) Agents’ Warrants On July 2, 2021, 12,109 warrants were issued for services with an exercise price of $92.9075 per share, were immediately exercisable upon issuance, and expire 5 years following the date of issuance. The agents’ warrants did not meet the criteria to be classified as a liability award and therefore were treated as an equity award and recorded as a component of shareholders’ equity in the consolidated balance sheet. The following is a summary of changes in agents’ warrants from July 1, 2021 to June 30, 2023: Number Weighted Share Price Aggregate Balance as at July 1, 2021 - $ - $ - Granted 12,109 92.91 - Exercised - - - Balance as at June 30, 2022 12,109 92.91 - Granted - - - Expired / Cancelled - - - Exercised - - - Balance as at June 30, 2023 12,109 $ 92.91 $ - e) Preferred Investment Options On September 13, 2022, the Company closed a private placement of its common shares and 1,382,490 preferred investment options were issued with an exercise price of $8.44 per share, were immediately exercisable upon issuance, and expire 7 years following the date of issuance. The fair value of preferred investment options was calculated using the Black-Scholes option pricing model and was determined to be $10.91 per option. Assumptions used included a weighted average risk-free interest rate of 3.12%, expected term of 7 years, weighted average volatility factor of 114.42% and a weighted average dividend yield of 0%. The allocated value of the investment options was recorded in additional paid-in capital. On November 21, 2022, these preferred investment options were surrendered to the Company for cancellation. On November 21, 2022, the Company closed a private placement of its common shares and 3,272,733 preferred investment options were issued with an exercise price of $3.044 per share, were immediately exercisable upon issuance, and expire 7 years following the date of issuance. The fair value of preferred investment options was calculated using the Black-Scholes option pricing model and was determined to be $2.278 per option. Assumptions used included a weighted average risk-free interest rate of 2.92%, expected term of 7 years, weighted average volatility factor of 116.52% and a weighted average dividend yield of 0%. The allocated value of these investment options was recorded in additional paid-in capital. On June 6, 2022, 233,100 preferred investment options were issued with an exercise price of $19.75 per share, were immediately exercisable upon issuance, and expire 6.5 years following the date of issuance. The following is a summary of changes in preferred investment options from July 1, 2021 to June 30, 2023: Number Weighted Share Price Aggregate Balance as at July 1, 2021 - $ - $ - Granted 233,100 19.75 - Exercised - - - Balance as at June 30, 2022 233,100 19.75 - Granted 4,655,223 4.65 - Expired / Cancelled (1,615,590 ) 9.89 - Exercised - - - Balance as at June 30, 2023 3,272,733 $ 3.04 $ - f) Agents’ Investment Options On September 13, 2022, the Company closed a private placement of its common shares and 44,931 preferred investment options were issued for services with an exercise price of $10.85 per share, were immediately exercisable upon issuance, and expire approximately 7 years following the date of issuance. The fair value of agents’ investment options was calculated using the Black-Scholes option pricing model and was determined to be $10.06 per option. Assumptions used included a weighted average risk-free interest rate of 3.24%, expected term of 5 years, weighted average volatility factor of 116.88% and a weighted average dividend yield of 0%. The allocated value of these agents’ investment options was recorded in additional paid-in capital. On November 21, 2022, the Company closed a private placement of its common shares and 118,182 preferred investment options were issued for services with an exercise price of $4.125 per share, were immediately exercisable upon issuance, and expire approximately 7 years following the date of issuance. The fair value of agents’ investment options was calculated using the Black-Scholes option pricing model and was determined to be $2.03 per option. Assumptions used included a weighted average risk-free interest rate of 3.18%, expected term of 5 years, weighted average volatility factor of 117.97% and a weighted average dividend yield of 0%. The allocated value of these agents’ investment options was recorded in additional paid-in capital. On June 6, 2022, 15,152 preferred investment options were issued for services with an exercise price of $26.8125 per share, were exercisable 4 months upon issuance, and expire 5 years following the date of issuance. The following is a summary of changes in Agents’ Investment Options from July 1, 2021 to June 30, 2023: Number Weighted Share Price Aggregate Balance as at July 1, 2021 - $ - $ - Granted 15,152 26.81 - Exercised - - - Balance as at June 30, 2022 15,152 26.81 - Granted 163,113 5.98 - Expired / Cancelled - - Exercised - - - Balance as at June 30, 2023 178,265 $ 7.75 $ - |