SHARE CAPITAL | 5. SHARE CAPITAL Common stock Common stock: 180,000,000 authorized; $0.001 par value. As of September 30, 2021 and December 31, 2020, there were 11,839,304 and 11,275,788 shares of common stock issued outstanding Reverse Share Split During September 2021, the total number of shares of common stock authorized by the Company was reduced from 900,000,000 shares of common stock, par $0.001, to 180,000,000 shares of common stock, par $0.001, and the number of shares of common stock held by each stockholder of the Company were consolidated automatically into the number of shares of common stock equal to the number of issued and outstanding shares of common stock held by each such stockholder immediately prior to the reverse split divided by five five one No fractional shares were issued in connection with the reverse split and all fractional shares were rounded up to the next whole share. Additionally, all options, warrants and other convertible securities of the Company outstanding immediately prior to the reverse split were adjusted by dividing the number of shares of common stock into which the options, warrants and other convertible securities are exercisable or convertible by five five All shares of common stock, options, warrants and other convertible securities and the corresponding price per share amounts have been presented to reflect the reverse split in all periods presented within this Form 10-Q. Acquisition shares In connection with the acquisition of the Sentry Neuromonitoring, LLC (the “Seller”) assets, we issued to Seller or the Principals, as elected by Seller, shares of common stock of the Company with a value of $1,625,000, determined on the effective date, as quoted on the TSX Venture Exchange (237,226 shares of common stock). In addition, the Company placed into escrow 94,891 shares of the Company’s common stock with a value of $650,000. The common stock is subject to a 12-month Share issuance In June 2020, in connection with common stock purchase agreements, the Company issued 156,032 shares of common stock at a deemed value of $4.00 per share to certain employees, directors and third parties. Convertible debt During the nine months ended September 30, 2021, certain holders of the convertible debenture exercised their right to convert $60,000 of outstanding principal into shares of common stock, resulting in the issuance of 13,384 common stock. Stock options On December 10, 2020, our shareholders approved amendments to the Company’s stock option plan, which amended the plan previously approved on November 20, 2019 (the “Amended Stock Option Plan”). As of September 30, 2021, an aggregate of 1,183,930 shares of common stock (10% of the issued and outstanding shares of common stock) were available for issuance under the Amended Stock Option Plan. Of this amount, stock options in respect of 1,014,100 shares are outstanding as of September 30, 2021. Options under the Plan are granted from time to time at the discretion of the Board of Directors, with vesting periods and other terms as determined by the Board of Directors. A summary of the stock option activity is presented below: Options Outstanding Weighted Weighted Average Average Number of Exercise Remaining Aggregate Shares Subject Price Per Contractual Intrinsic Value to Options Share Life (in years) (in thousands) Balance at December 31, 2020 748,600 $ 5.25 4.00 Options granted 348,000 5.33 Options exercised (3,000) 6.40 Options canceled / expired (79,500) 5.96 Balance at September 30, 2021 1,014,100 5.16 3.62 $ 2,670 Vested and exercisable at September 30, 2021 636,008 4.93 3.39 $ 1,894 The following table summarizes information about stock options outstanding and exercisable under the Company’s Stock Option Plan at September 30, 2021: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Number of Contractual Exercise Price Number Exercise Price Outstanding Life (in years) Per Share Exercisable Per Share 200,000 3.90 $ 0.25 200,000 $ 0.25 12,000 1.07 $ 14.00 12,000 $ 14.00 15,000 6.30 $ 9.00 15,000 $ 9.00 85,000 2.00 $ 9.00 73,667 $ 9.00 146,800 2.30 $ 7.80 127,227 $ 7.80 81,300 3.01 $ 6.40 48,780 $ 6.40 40,000 3.91 $ 4.50 18,667 $ 4.50 93,000 4.20 $ 4.85 31,000 $ 4.85 311,000 4.34 $ 5.30 103,667 $ 5.30 30,000 4.54 $ 5.60 6,000 $ 5.60 1,014,100 3.62 $ 5.16 636,008 $ 4.93 The Company uses the Black-Scholes option pricing model to determine the estimated fair value of options. The fair value of each option grant is determined on the date of grant and the expense is recorded on a straight-line basis and is included as a component of general and administrative expense in the consolidated statements of operations. The assumptions used in the model include expected life, volatility, risk-free interest rate, dividend yield and forfeiture rate. The Company’s determination of these assumptions are outlined below. Expected life — Volatility — Risk-free interest rate — Dividend yield — Forfeiture rate — The following assumptions were used to value the awards granted during the nine months ended September 30, 2021: Nine Months Ended September 30, 2021 2020 Expected life (in years) 5.0 5.0 Risk-free interest rate 0.4 % 3.0 % Dividend yield — % — % Expected volatility 91 % 107 % Stock-based compensation expense for the three months ended September 30, 2021 and 2020 was $210 thousand and $88 thousand, respectively, and $818 thousand and $456 thousand for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, there was approximately $925 thousand of total unrecognized compensation cost related to 378,092 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of 2.2 years. Warrants As of September 30, 2021 and December 31, 2020, there were 3,940,006 and 3,665,006 warrants outstanding, respectively. Number of Warrants outstanding Balance at December 31, 2020 3,665,006 Debenture, warrants issued (Note 4) 275,000 Balance at September 30, 2021 3,940,006 |