| Share Capital and Public Offerings | Note 8 Share Capital and Public Offerings: Common Shares: As of June 30, 2023, the Company had 35,671,780 registered and issued
common shares. On December 13, 2022,
the Company closed a private placement offering with funds affiliated with BVF Partners L.P. (“ BVF”), providing for the issuance
of (i) 5,747,126 common shares at a purchase price of $0.87 per share and (ii) pre-funded warrants to purchase 5,747,127 common shares
at $0.87 minus $0.02 (CHF 0.02) per pre-funded warrant. The Company engaged Laidlaw
& Company (UK) Ltd. (“Laidlaw”) to serve as the placement agent for the Company in connection with the above-described
offering. The Company agreed to pay Laidlaw a cash placement fee of $700,000 and warrants to purchase common shares equal to 5% of the
common shares sold in the offering. In addition, the Company
and BVF agreed that until the 30 th Pursuant to the purchase
agreement, the Company agreed to grant BVF the right to participate in future offerings of the Company’s securities for a period
from the first closing (the “First Closing”) until the earlier of (i) the 30-month anniversary of the initial closing date
or (ii) until such time that BVF retains beneficial ownership of less than 9.9% of the issued and outstanding Common Shares. on the same
terms, conditions and price provided for in the subsequent financing or the right to purchase a comparable security with a beneficial
ownership limitation. In addition, the Company agreed to grant BVF the right to nominate one member to the Company’s Board of Directors
and shall continue to recommend to its shareholders to elect such member for a period from the First Closing until such time that BVF
retains beneficial ownership of less than 9.9% of the issued and outstanding common shares. On October 7, 2022, the
Company closed on a securities purchase agreement for the issuance in a private placement offering of (i) 5,194,802 common shares at a
purchase price of $0.77 per share, and (ii) warrants to purchase up to an aggregate of 2,597,401 common shares at an exercise of $0.70
per share. The Company’s Chairman of the Board of Directors, Ronald Hafner, purchased 324,675 common shares in the offering and
the Company’s Chief Medical Officer, George Apostol, purchased 1,298,701 common shares in the offering. The Company engaged Laidlaw
to serve as the placement agent for the Company in connection with the above-described offering. The Company paid Laidlaw a cash placement
fee of $140,000 for the securities sold in the offering. At the closing of the
October 2022 offering, the Company’s existing convertible short-term notes, with an aggregate principal balance of $1,530,000 plus
all accrued interest, that were issued in August 2022, were automatically converted into 2,516,429 common shares and the holders received
warrants to purchase up to 1,258,215 common shares with an exercise price of $0.70, that are exercisable six months after their issuance
and will expire five years following the date that the warrants are initially exercisable, and are otherwise substantially similar to
the form of the common warrants. On April 25, 2022, the
Company closed a registered direct offering with healthcare focused institutional investors alongside participation from Mr. Hafner, for
the purchase and sale of (i) 3,015,384 common shares, at a purchase price of $1.04 per share, and (ii) pre-funded warrants to purchase
up to 1,184,616 common shares at a purchase price of $1.04 minus CHF 0.02 per pre-funded warrant. Mr. Ronald Hafner, purchased 95,984
of the 3,015,384 common shares in the offering. In a concurrent
private placement, the Company issued the investors, who also participated in the registered direct offering, warrants to purchase up
to 3,150,000 common shares. The warrants have an exercise price of $1.04 per common share, are exercisable six months following the date
of issuance and expire 5 years following the initial exercise date. Pursuant to the terms of the securities purchase agreement, dated
April 13, 2022, between the Company and the investors, the Company agreed to register and create the common shares issuable upon the exercise
of the warrants issued as part of the concurrent private placement. The common shares will first need to be created based on Swiss law
upon the exercise of the respective warrants by the investors. Under the Sales Agreement,
common shares will be offered and sold pursuant to the Company's shelf registration statement on Form F-3 (File No. 333-262489),
declared effective by the Securities and Exchange Commission on February 11, 2023. In addition, under the Sales Agreement, sales of common
shares may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under
the Securities Act of 1933, as amended. On
March 5, 2022, the Company entered into a sales agreement (the “Sales Agreement”) with Virtu Americas LLC (“Virtu”),
as sales agent , The Company has no obligation
to sell any of the common shares under the Sales Agreement and may at any time suspend the offering of its common shares upon notice and
subject to other conditions. Warrants: On December 13, 2022,
concurrent with the offering with BVF, the Company issued Laidlaw warrants to purchase up to 574,712 common shares. The warrants have
an exercise price of $2.03 per common share and expire 5 years following the initial exercise date. The warrants were evaluated under
ASC Topic 480, “Distinguishing Liabilities from Equity” and ASC Topic 815, “Derivatives and Hedging”, and the
Company determined that equity classification was appropriate. The relative fair value of the warrants issued of $272,892 was allocated
from the total net proceeds of the offering. On October 7, 2022, in
a concurrent private placement, the Company issued investors who participated in the offering warrants to purchase up to an aggregate
of 2,597,400 common shares at an exercise of $0.70 per share. The warrants will be exercisable six months after their issuance and will
expire five years following the date that the warrants are initially exercisable. The warrants were evaluated under ASC Topic 480, “Distinguishing
Liabilities from Equity” and ASC Topic 815, “Derivatives and Hedging,” and the Company determined that equity classification
was appropriate. The relative fair value of the warrants issued of $806,510 was allocated from the total net proceeds of the offering. On August 19, 2022, concurrent
with the issuance of short-term convertible notes payable, the Company issued the noteholders warrants to purchase up to an aggregate
of 307,844 common shares at an exercise price of $0.50 per share. The warrants are exercisable immediately and will have a term of 2 years.
The warrants were evaluated under ASC Topic 480, “Distinguishing Liabilities from Equity” and ASC Topic 815, “Derivatives
and Hedging”, and the Company determined that equity classification was appropriate. The relative fair value of the warrants issued
of $67,008 was accounted for as debt discount. On October 7, 2022, upon conversion of the notes payable, the Company issued the noteholders
additional warrants to purchase up to an aggregate of 1,258,214 common shares at an exercise price of $0.70 per share. The warrants are
exercisable six months after their issuance and expire five years following the date that the warrants are initially exercisable. The
warrants were evaluated under ASC Topic 480, “Distinguishing Liabilities from Equity” and ASC Topic 815, “Derivatives
and Hedging”, and the Company determined that equity classification was appropriate. The fair value of the warrants issued of $534,966
was included in the loss on conversion of convertible notes payable. On April 25, 2022, in
a concurrent private placement, the Company issued investors, who also participated in the April 2022 registered direct offering, warrants
to purchase up to 3,150,000 common shares. The warrants have an exercise price of $1.04 per common share, are exercisable six months following
the date of issuance and expire 5 years following the initial exercise date. The warrants were evaluated under ASC Topic 480, “Distinguishing
Liabilities from Equity” and ASC Topic 815, “Derivatives and Hedging”, and the Company determined that equity classification
was appropriate. The relative fair value of the warrants issued of $1,477,835 was allocated from the total net proceeds of the common
share issuance on a relative basis to the common shares and warrants. The following table summarizes
the common share warrant activity for the six months ended June 30, 2023:
Balance at January 1, 2023 19,045,043
Issuances -
Exercises -
Balance at June 30, 2023 19,045,043 The intrinsic value of
exercisable but unexercised in-the-money common share warrants at June 30, 2023 was $8,123,773. Treasury Shares: In the first half of
2023, through a capital increase of CHF 64,857 divided into 3,242,887 shares, the Company issued treasury shares from its authorized capital
for the same amount Option Plan On December 14, 2021, the Board of Directors adopted
the Share Option Plan Regulation 2021 (the “Option Plan”). The purpose of the Option Plan is to retain, attract and motivate
management, employees, directors and consultants by providing them with options to purchase our common shares. The Board of Directors
allocated fifteen percent (15%) of the Company’s fully diluted shares to awards that may be made pursuant to the Option Plan. The exercise prices, vesting and other restrictions
of the awards to be granted under the Option Plan are determined by the Board of Directors, except that no stock option may be issued
with an exercise price less than the fair market value of the common shares at the date of the grant or have a term in excess of ten years.
Options granted under the Option Plan are exercisable in whole or in part at any time subsequent to vesting. The following table summarizes total stock option
activity for the year ended June 30, 2023:
Number of Weighted
Balance at December 31, 2022 1,333,123 -
Granted - -
Exercised - -
Expired/cancelled (245,809 ) -
Balance at June 30, 2023 1,087,314 $ 1.29
Options vested and exercisable 384,300
Options expected to vest 703,014 The weighted average
remaining contractual life of each of the options outstanding, options vested and exercisable and options expected to vest at June 30,
2023 was 9.5 years. The following table summarizes unvested stock
option activity for the year ended December 31, 2022:
Non-Vested Weighted
Balance at December 31, 2021 - -
Granted 1,333,123 -
Vested (50,000 ) $ 0.22
Forfeited -
Balance at December 31, 2022 1,283,123 $ 0.25 The aggregate intrinsic
value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s
common shares for those stock options that had exercise prices lower than the fair value of the Company’s common shares. The share
price as of June 30, 2023, was $1.10 and the aggregate intrinsic value for options outstanding and expected to vest each year was $49,113.
The intrinsic value of exercisable options was nil Stock-based
compensation expense for the six months ended June 30, 2023, was $60,516. |
