SHARE CAPITAL | 6. SHARE CAPITAL Common stock Common stock: 180,000,000 authorized; $0.001 par value. As of September 30, 2022, and December 31, 2021, there were 18,512,605 and 12,918,866 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. 2022 Equity Financing In August 2022, the Company completed an underwritten public offering with gross proceeds to the Company of approximately $6.2 million, before deducting underwriting discounts and other estimated expenses payable by the Company. Under the offering 5,576,087 common shares were issued at a price to the public of $1.12 per share. The Company is utilizing the net proceeds from this offering for general corporate purposes, including, but not limited to, repayment of indebtedness and increasing working capital expenditures. In addition, the Company granted the underwriter a 45-day Stock options In November 2021, the Company adopted and approved the 2021 Stock Incentive Plan and the 2021 Employee Stock Purchase Plan. The intent of the Company and the Board is that while the Amended 2020 Stock Option Plan and the 2020 Equity Incentive Plan will continue in existence in relation to the options and awards previously granted, the Board will not grant future options or awards thereunder. Instead, only the 2021 Stock Incentive Plan will be used for the grant of options and awards to eligible participants. As of September 30, 2022, an aggregate of 1,870,000 shares of common stock were available for issuance under the 2021 Stock Option Plan. As of September 30, 2022, no transactions have occurred under the 2021 Employee Stock Purchase Plan. 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, 2021 1,204,233 $ 5.56 3.6 Options granted 130,000 $ 5.16 Options exercised (800) $ 5.04 Options canceled / expired (103,633) $ 5.45 Balance at September 30, 2022 1,229,800 $ 4.98 3.0 $ 78 Vested and exercisable at September 30, 2022 882,542 $ 5.14 2.3 $ 78 The following table summarizes information about stock options outstanding and exercisable under the Company’s Stock Option Plan at September 30, 2022: 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 2.9 $ 0.25 200,000 $ 0.25 12,000 0.1 $ 14.00 12,000 $ 14.00 15,000 5.3 $ 9.00 15,000 $ 9.00 85,000 1.0 $ 9.00 85,000 $ 9.00 145,800 1.3 $ 7.80 145,800 $ 7.80 73,900 2.0 $ 6.40 64,047 $ 6.40 83,000 3.2 $ 4.85 49,800 $ 4.85 278,100 3.3 $ 5.30 166,860 $ 5.30 30,000 3.5 $ 5.60 14,000 $ 5.60 177,000 4.0 $ 7.65 86,702 $ 7.65 130,000 4.4 $ 5.16 43,333 $ 5.16 1,229,800 3.0 $ 4.98 882,542 $ 5.14 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 is 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, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Expected life (in years) 5.0 5.0 Risk-free interest rate 1.7 % 0.4 % Dividend yield — % — % Expected volatility 132 % 91 % Stock-based compensation (benefit) expense for the three months ended September 30, 2022 and 2021 was $(108) thousand and $210 thousand, respectively. The stock-based compensation benefit for the three months ended September 30, 2022 was related to the reversal of expense due to stock option forfeitures and cancellations. Stock-based compensation expense for the nine months ended September 30, 2022 and 2021 was $464 thousand and $818 thousand, respectively. As of September 30, 2022, there was approximately $1.0 million of total unrecognized compensation cost related to 347,258 unvested stock options that is expected to be recognized over a weighted-average remaining vesting period of 3.2 years. Derivative Liability Stock options granted to consultants that have an exercise price that is stated in a different currency than the Company’s functional currency are treated as a liability and are revalued at the end of each reporting period for the term of the vesting period. Any change in the fair value of the stock option after the initial recognition is recorded as a component of other income, net in the consolidated statements of operations. These stock options expired, unexercised during October 2022. There were no stock options granted to consultants during the nine months ended September 30, 2022 and 2021 that required recurring fair value adjustments. Changes in the Company’s stock option liability for the nine months ended September 30, 2022, was as follows (stated in thousands): Balance at December 31, 2021 $ 25 Gain on revaluation 25 Balance at September 30, 2022 $ — The assumptions used for the Black-Scholes Option Pricing Model to revalue the stock options granted to consultants as of September 30, 2022 and December 31, 2021 were as follows: As of September 30, As of December 31, 2022 2021 Risk free rate of return 2.8 % 0.4 % Expected life 0.1 years 1.8 years Expected volatility 99 % 186 % Expected dividend per share nil nil Warrants As of September 30, 2022, and December 31, 2021, there were 3,940,006 warrants outstanding. The following table summarizes warrants issued by transaction type: Number of Warrants outstanding Convertible debt, warrants issued (Note 5) 380,874 Debenture, warrants issued (Note 5) 275,000 July 2020 private placement, warrants issued (1) 12,592 December 2020 equity financing warrants issued (1) 3,271,540 Total warrant outstanding 3,940,006 (1) For a complete discussion of the warrants issued during July and December 2020, see Note 11 to the consolidated financial statement for the year ended December 31, 2021 as filed on Form 10-K on March 14, 2022. |