EXHIBIT 99.1
Aptose Biosciences Inc.
Condensed Consolidated Interim Statements of Financial Position
(unaudited)
(amounts in 000's of Canadian Dollars) | as at | September 30, 2015 | December 31, 2014 | |||||
ASSETS | ||||||||
Current | ||||||||
Cash and cash equivalents (note 4(a)) | $ | 15,147 | $ | 14,365 | ||||
Investments (note 4(b)) | 8,205 | 16,180 | ||||||
Prepaid expenses and other assets | 588 | 855 | ||||||
Total Current Assets | 23,940 | 31,400 | ||||||
Non-current | ||||||||
Equipment | 400 | 200 | ||||||
Total Non-Current Assets | 400 | 200 | ||||||
Total Assets | $ | 24,340 | $ | 31,600 | ||||
LIABILITIES | ||||||||
Current | ||||||||
Accounts payable | $ | 136 | $ | 256 | ||||
Accrued liabilities | 1,566 | 1,662 | ||||||
Convertible promissory notes | - | 410 | ||||||
Total Current Liabilities | 1,702 | 2,328 | ||||||
SHAREHOLDERS' EQUITY | ||||||||
Share capital (note 6) | ||||||||
Common shares | 223,238 | 221,259 | ||||||
Equity portion of convertible promissory notes | - | 64 | ||||||
Stock options (note 7) | 5,754 | 4,078 | ||||||
Contributed surplus | 21,773 | 21,653 | ||||||
Warrants | 351 | 501 | ||||||
Deficit | (228,478 | ) | (218,283 | ) | ||||
Total Equity | 22,638 | 29,272 | ||||||
Total Liabilities and Equity | $ | 24,340 | $ | 31,600 |
See accompanying notes to the condensed consolidated interim financial statements (unaudited)
Commitments, contingencies and guarantees (Note 10)
1 |
Aptose Biosciences Inc.
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
(unaudited)
Three | Four | Nine | Ten | |||||||||||||
months ended | months ended | months ended | months ended | |||||||||||||
(amounts in 000's of Canadian Dollars except for per common share data) | Sept. 30, 2015 | Sept. 30, 2014 | Sept. 30, 2015 | Sept. 30, 2014 | ||||||||||||
REVENUE | $ | - | $ | - | $ | - | $ | - | ||||||||
EXPENSES | ||||||||||||||||
Research and development (note 9) | 1,722 | 1,311 | 3,914 | 2,920 | ||||||||||||
General and administrative (note 9) | 2,248 | 2,988 | 7,481 | 7,931 | ||||||||||||
Operating expenses | 3,970 | 4,299 | 11,395 | 10,851 | ||||||||||||
Finance expense (note 9) | 8 | 49 | 43 | 225 | ||||||||||||
Finance income (note 9) | (717 | ) | (161 | ) | (1,243 | ) | (235 | ) | ||||||||
Net financing income | (709 | ) | (112 | ) | (1,200 | ) | (10 | ) | ||||||||
Net loss and comprehensive loss for the period | 3,261 | 4,187 | 10,195 | 10,841 | ||||||||||||
Basic and diluted loss per common share | $ | 0.27 | $ | 0.36 | $ | 0.86 | $ | 1.58 | ||||||||
Weighted average number of common shares | ||||||||||||||||
outstanding used in the calculation of | ||||||||||||||||
basic and diluted loss per common share (000's) (note 6(d)) | 11,909 | 11,610 | 11,852 | 6,849 |
See accompanying notes to the condensed consolidated interim financial statements (unaudited)
2 |
Aptose Biosciences Inc.
Condensed Consolidated Interim Statement of Changes in Equity
(unaudited)
(amounts in 000's of Canadian Dollars) | Common Shares | Stock Options | Warrants | Contributed Surplus | Equity Portion of Convertible Promissory Notes | Deficit | Total | |||||||||||||||||||||
Balance, January 1, 2015 | $ | 221,259 | $ | 4,078 | $ | 501 | $ | 21,653 | $ | 64 | $ | (218,283 | ) | $ | 29,272 | |||||||||||||
Warrant and stock option exercises | 1,531 | (493 | ) | (150 | ) | - | - | - | 888 | |||||||||||||||||||
Common shares issued under the ATM (note 6(a)) | 10 | - | - | - | - | - | 10 | |||||||||||||||||||||
Stock-based compensation (note 7) | - | 2,235 | - | - | - | - | 2,235 | |||||||||||||||||||||
Promissory note conversion (note 6(e)) | 438 | - | - | 54 | (64 | ) | - | 428 | ||||||||||||||||||||
Expiry of vested stock options | - | (66 | ) | - | 66 | - | - | - | ||||||||||||||||||||
Net loss | - | - | - | - | - | (10,195 | ) | (10,195 | ) | |||||||||||||||||||
Balance, September 30, 2015 | $ | 223,238 | $ | 5,754 | $ | 351 | $ | 21,773 | $ | - | $ | (228,478 | ) | $ | 22,638 | |||||||||||||
Balance, December 1, 2013 | $ | 176,923 | $ | 1,983 | $ | 2,000 | $ | 21,280 | $ | 88 | $ | (203,858 | ) | $ | (1,584 | ) | ||||||||||||
Public equity offerings | 32,511 | - | 350 | - | - | - | 32,861 | |||||||||||||||||||||
Stock-based compensation (note 7) | - | 1,907 | - | - | - | - | 1,907 | |||||||||||||||||||||
Warrant and stock option exercises | 11,259 | (18 | ) | (1,648 | ) | - | - | - | 9,593 | |||||||||||||||||||
Expiry of warrants | - | - | (190 | ) | 190 | - | - | - | ||||||||||||||||||||
Cancellation/Expiry of stock options | - | (175 | ) | - | 175 | - | - | |||||||||||||||||||||
Net loss | - | - | - | - | - | (10,841 | ) | (10,841 | ) | |||||||||||||||||||
Balance, September 30, 2014 | $ | 220,693 | $ | 3,697 | $ | 512 | $ | 21,645 | $ | 88 | $ | (214,699 | ) | $ | 31,936 |
See accompanying notes to the condensed consolidated interim financial statements (unaudited)
3 |
Aptose Biosciences Inc.
Condensed Consolidated Interim Statements of Cash Flows
(unaudited)
Three | Four | Nine | Ten | |||||||||||||
months ended | months ended | months ended | months ended | |||||||||||||
(amounts in 000's of Canadian Dollars) | Sept. 30, 2015 | Sept. 30, 2014 | Sept. 30, 2015 | Sept. 30, 2014 | ||||||||||||
Cash flows from operating activities: | ||||||||||||||||
Net loss for the period | $ | (3,261 | ) | $ | (4,187 | ) | $ | (10,195 | ) | $ | (10,841 | ) | ||||
Items not involving cash and other adjustments: | ||||||||||||||||
Stock-based compensation | 651 | 1,084 | 2,235 | 1,907 | ||||||||||||
Depreciation of equipment | 29 | 8 | 64 | 21 | ||||||||||||
Finance income | (717 | ) | (161 | ) | (1,243 | ) | (235 | ) | ||||||||
Finance expense | 8 | 49 | 43 | 225 | ||||||||||||
Other | - | - | - | 1 | ||||||||||||
Change in non-cash operating working capital (note 8) | 723 | (719 | ) | 51 | (1,100 | ) | ||||||||||
Cash used in operating activities | (2,567 | ) | (3,926 | ) | (9,045 | ) | (10,022 | ) | ||||||||
Cash flows from financing activities: | ||||||||||||||||
Public equity offerings | 10 | - | 10 | 32,861 | ||||||||||||
Exercise of warrants and stock options | 40 | 6,600 | 888 | 9,593 | ||||||||||||
Repayment of promissory notes | - | - | - | (1,068 | ) | |||||||||||
Interest on promissory notes | (5 | ) | (20 | ) | (25 | ) | (94 | ) | ||||||||
Cash provided by financing activities | 45 | 6,580 | 873 | 41,292 | ||||||||||||
Cash flows from investing activities: | ||||||||||||||||
(Acquisitions) divestiture of short-term investments | (40 | ) | (5,089 | ) | 7,975 | (16,108 | ) | |||||||||
Purchase of fixed assets | (52 | ) | (134 | ) | (264 | ) | (153 | ) | ||||||||
Interest received | 56 | 161 | 232 | 235 | ||||||||||||
Cash (used in) provided by investing activities | (36 | ) | (5,062 | ) | 7,943 | (16,026 | ) | |||||||||
Foreign exchange gains (losses) on cash and cash equivalents | 661 | (12 | ) | 1,011 | (35 | ) | ||||||||||
(Decrease) increase in cash and cash equivalents during the period | (1,897 | ) | (2,420 | ) | 782 | 15,209 | ||||||||||
Cash and cash equivalents, beginning of period | 17,044 | 19,367 | 14,365 | 1,738 | ||||||||||||
Cash and cash equivalents, end of period | $ | 15,147 | $ | 16,947 | $ | 15,147 | $ | 16,947 |
See accompanying notes to the condensed consolidated interim financial statements (unaudited)
4 |
APTOSE BIOSCIENCES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
Three and nine months ended September 30, 2015 and four and ten months ended September 30, 2014
(Tabular amounts are in 000s)
1. | Reporting Entity |
Aptose Biosciences Inc. ("Aptose" or the "Company") is a clinical-stage biotechnology company committed to discovering and developing personalized therapies addressing unmet medical needs in oncology. Aptose is a publicly listed company incorporated under the laws of Canada. The Company's shares are listed on the Nasdaq Capital Markets and the Toronto Stock Exchange. The head office, principal address and records of the Company are located at 5955 Airport Road, Suite 228, Mississauga, Ontario, Canada, L4N 1R9.
Aptose changed its name from Lorus Therapeutics Inc. effective August 28, 2014.
Effective July 17, 2014 the Company changed its fiscal year end from May 31 to December 31. As a result of that change the current reporting fiscal period is for the three and nine months ended September 30, 2015 while the prior year comparative period is for the four and ten months ended September 30, 2014 and therefore are not directly comparable to the current period.
2. | Basis of presentation |
(a) Statement of Compliance
These unaudited condensed consolidated interim financial statements of the Company as at September 30, 2015 were prepared in accordance with International Financial Reporting Standards (“IFRS”) and International Accounting Standard (“IAS”) 34,Interim Financial Reportingas issued by the International Accounting Standards Board (“IASB”) and does not include all of the information required for full annual financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited annual consolidated financial statements and accompanying notes.
The unaudited condensed consolidated interim financial statements of the Company were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on November 9, 2015.
(b) Functional and presentation currency
The functional and presentation currency of the Company is the Canadian dollar (“$”).
(c) Significant accounting judgments, estimates and assumptions
The preparation of these unaudited condensed consolidated interim financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities at the date of the unaudited condensed consolidated interim financial statements and reported amounts of revenues and expenses during the reporting period. Actual outcomes could differ from these estimates. The unaudited condensed consolidated interim financial statements include estimates, which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the unaudited condensed consolidated interim financial statements, and may require accounting adjustments based on future occurrences. The estimates and underlying assumptions are reviewed on a regular basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.
The key assumptions concerning the future, and other key sources of estimation uncertainty as of the date of the statement of financial position that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next fiscal year arise in connection with the valuation of contingent liabilities and valuation of tax accounts. Significant estimates also take place in connection with the valuation of share-based compensation and share purchase warrants.
3. | Significant accounting policies |
The accompanying unaudited condensed consolidated interim financial statements are prepared in accordance with IFRS and follow the same accounting policies and methods of application as the audited consolidated financial statements of the Company for the seven months ended December 31, 2014. They do not include all of the information and disclosures required by IFRS for annual financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included in these unaudited condensed consolidated interim financial statements. Operating results for the three and nine month periods ended September 30, 2015 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2015. For further information, see the Company’s audited consolidated financial statements including notes thereto for the seven months ended December 31, 2014.
5 |
APTOSE BIOSCIENCES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
Three and nine months ended September 30, 2015 and four and ten months ended September 30, 2014
(Tabular amounts are in 000s)
Standards and Interpretations Adopted in Fiscal 2015
There were no new accounting standards adopted during the nine months ended September 30, 2015.
4. | Capital disclosures |
The Company’s objectives when managing capital are to:
· | Maintain its ability to continue as a going concern; |
· | Maintain a flexible capital structure which optimizes the cost of capital at acceptable risk; and |
· | Ensure sufficient cash resources to fund its research and development activities, to pursue partnership and collaboration opportunities and to maintain ongoing operations. |
The capital structure of the Company consists of cash and cash equivalents, investments and equity comprised of share capital, share purchase warrants, stock options, contributed surplus and deficit. The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issuances, acquiring or disposing of assets, adjusting the amount of cash balances or by undertaking other activities as deemed appropriate under the specific circumstances.
In December 2014, Aptose filed a short form base shelf prospectus (the “Base Shelf”) that qualifies for the distribution of up to US$100,000,000 of common shares, warrants, or units comprising any combination of common shares and warrants (“Securities”). The distribution of Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, or at prices related to such prevailing market prices to be negotiated with purchasers and as set forth in an accompanying prospectus supplement, including transactions that are deemed to be “at-the-market” distributions. The Base Shelf provides us with additional flexibility when managing our cash resources as, under certain circumstances, it shortens the time period required to close a financing and is expected to increase the number of potential investors that may be prepared to invest in our company. Funds received from a Prospectus Supplement will be used in line with our Board approved budget and multi-year plan. Our Base Shelf expires in December, 2017. The Base Shelf allowed us to enter into an “At-The-Market” Facility (“ATM”) equity distribution agreement (see Note 6). We intend to use this equity arrangement as an additional option to assist us in achieving our capital objectives. The ATM provides the Company with the opportunity to regularly raise capital on the Nasdaq National Market, at prevailing market prices, at it’s sole discretion providing the ability to better manage cash resources.
The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from the seven months ended December 31, 2014.
(a) | Cash and cash equivalents: |
Cash and cash equivalents consists of cash of $765 thousand (December 31, 2014 - $293 thousand) and funds in both Canadian and US dollars deposited into high interest savings accounts totaling $14.382 million (December 31, 2014 - $14.072 million). The current interest rate earned on these deposits is between 1.2% and 1.25% (December 31, 2014 – 1.2 and 1.25%).
(b) Investments:
As at September 30, 2015 and December 31, 2014, investments consist of guaranteed investment certificates with Canadian financial institutions having high credit ratings. Investments include six investments (December 31, 2014 – twelve investments) with maturity dates from April 22, 2016 to June 19, 2016 (December 31, 2014 – April 22, 2015 to June 19, 2016), bearing an interest rate from 1.80% to 2.10% (December 31, 2014 – 1.56% to 2.10%) per annum. Investments are recorded at the principle amount plus accrued interest.
6 |
APTOSE BIOSCIENCES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
Three and nine months ended September 30, 2015 and four and ten months ended September 30, 2014
(Tabular amounts are in 000s)
5. | Financial instruments |
(a) Financial instruments
The Company has classified its financial instruments as follows:
As at | As at | |||||||
September 30, 2015 | December 31, 2014 | |||||||
Financial assets | ||||||||
Cash and cash equivalents (consisting of deposits in high interest savings accounts), measured at amortized cost | $ | 15,147 | $ | 14,365 | ||||
Investments, consisting of guaranteed investment certificates, measured at amortized cost including accrued interest | 8,205 | 16,180 | ||||||
Financial liabilities | ||||||||
Accounts payable, measured at amortized cost | 136 | 256 | ||||||
Accrued liabilities, measured at amortized cost | 1,566 | 1,662 | ||||||
Convertible promissory notes, measured at amortized cost | - | 410 |
At September 30, 2015, there are no significant differences between the carrying values of these amounts and their estimated market values.
(b) Financial risk management
The Company has exposure to credit risk, liquidity risk and market risk. The Company's Board of Directors has the overall responsibility for the oversight of these risks and reviews the Company's policies on an ongoing basis to ensure that these risks are appropriately managed.
(i) Credit risk
Credit risk is the risk of financial loss to the Company if a customer, partner or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's cash and cash equivalents and investments. The carrying amount of the financial assets represents the maximum credit exposure.
The Company manages credit risk for its cash and cash equivalents and investments by maintaining minimum standards of R1-low or A-low investments and the Company invests only in highly rated Canadian corporations with debt securities that are traded on active markets and are capable of prompt liquidation.
(ii) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. To the extent that the Company does not believe it has sufficient liquidity to meet its current obligations, the Board considers securing additional funds through equity, debt or partnering transactions. The Company manages its liquidity risk by continuously monitoring forecasts and actual cash flows.
(iii) Market risk
Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and equity prices will affect the Company's income or the value of its financial instruments.
The Company is subject to interest rate risk on its cash and cash equivalents and investments. The Company does not believe that the results of operations or cash flows would be affected to any significant degree by a sudden change in market interest rates relative to interest rates on the investments, owing to the relative short-term nature of the investments. The Company does not have any interest bearing liabilities subject to interest rate fluctuations.
7 |
APTOSE BIOSCIENCES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
Three and nine months ended September 30, 2015 and four and ten months ended September 30, 2014
(Tabular amounts are in 000s)
Currency risk is the risk that future cash flows of a financial instrument will fluctuate because of changes inforeign exchange rates. We are exposed to currency risk from employee costs as well as the purchase of goods and services primarily in the United States and the cash balances held in foreign currencies. Fluctuations in the US dollar exchange rate could potentially have a significant impact on the Company’s results. Assuming all other variables remain constant, a 10% depreciation or appreciation of the Canadian dollar against the US dollar would result in an increase or decrease in loss for the year and comprehensive loss of $880 thousand (December 31, 2014- $58 thousand). Balances in foreign currencies at September 30, 2015 are as follows:
US$ balances at | US$ balances at | |||||||
September 30, 2015 | December 31, 2014 | |||||||
Cash and cash equivalents | $ | 7,196 | $ | 66 | ||||
Accounts payable and accrued liabilities | (583 | ) | (565 | ) | ||||
$ | 6,613 | $ | (499 | ) |
The Company does not have any forward exchange contracts to hedge this risk.
The Company does not invest in equity instruments of other corporations.
6. | Share capital |
The Company is authorized to issue an unlimited number of common shares.
Continuity of common shares and warrants
Common shares | Warrants | |||||||||||||||
Number | Amount | Number | Amount | |||||||||||||
(In thousands) | (In thousands) | |||||||||||||||
Balance, May 31, 2014 | 10,388 | $ | 212,938 | 1,630 | $ | 1,857 | ||||||||||
Warrant exercises | 1,231 | 7,814 | (1,231 | ) | (1,166 | ) | ||||||||||
Warrant expiry | - | - | (190 | ) | (190 | ) | ||||||||||
Option exercises | 36 | 345 | - | - | ||||||||||||
Promissory note conversion | 45 | 162 | - | - | ||||||||||||
Balance, December 31, 2014 | 11,700 | $ | 221,259 | 209 | $ | 501 | ||||||||||
Warrant exercises (b) | 8 | 33 | (8 | ) | (8 | ) | ||||||||||
Option exercises | 117 | 1,018 | - | - | ||||||||||||
Promissory note conversion | 42 | 150 | - | - | ||||||||||||
Balance, March 31, 2015 | 11,867 | $ | 222,460 | 201 | $ | 493 | ||||||||||
Warrant exercises (b) | 62 | 394 | (62 | ) | (132 | ) | ||||||||||
Option exercises | 3 | 36 | - | - | ||||||||||||
Balance, June 30, 2015 | 11,932 | $ | 222,890 | 139 | $ | 361 | ||||||||||
Warrant exercises (b) | 8 | 50 | (8 | ) | (10 | ) | ||||||||||
Promissory note conversion | 80 | 288 | - | - | ||||||||||||
Common shares under ATM (a) | 2 | 10 | - | - | ||||||||||||
Balance, September 30, 2015 | 12,022 | $ | 223,238 | 131 | $ | 351 |
(a) | At The Market Facility (“ATM”) |
On April 2, 2015, we entered into an ATM equity facility with Cowen and Company, LLC, acting as sole agent. Under the terms of this facility, we may, from time to time, sell shares of our common stock having an aggregate offering value of up to US$20 million through Cowen and Company, LLC on the Nasdaq National Market. We determine, at our sole discretion, the timing and number of shares to be sold under this ATM facility. During the nine months ended September 30, 2015 the Company issued 1,504 common shares under the ATM at a price of US$5.20 per share for gross proceeds of approximately Cdn $10 thousand.
(b) | Exercise of Warrants |
Warrants exercised during the nine months ended September 30, 2015: | ||||||||
(in thousands) | Number | Proceeds | ||||||
August 2011 warrants (i) | 13 | $ | 68 | |||||
June 2013 private placement warrants (ii) | 47 | 141 | ||||||
December 2013 broker warrants (iii) | 18 | 118 | ||||||
Total | 78 | $ | 327 |
In addition to the cash proceeds received, the original fair value related to these warrants of $150 thousand was transferred from warrants to share capital. This resulted in a total amount of $477 thousand credited to share capital.
8 |
APTOSE BIOSCIENCES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
Three and nine months ended September 30, 2015 and four and ten months ended September 30, 2014
(Tabular amounts are in 000s)
Summary of outstanding warrants: | ||||||||
(in thousands) | September 30, 2015 | December 31, 2014 | ||||||
August 2011 warrants (i) | 76 | 89 | ||||||
June 2013 private placement warrants (ii) | - | 47 | ||||||
December 2013 broker warrants (iii) | 55 | 73 | ||||||
Number of warrants outstanding, end of period | 131 | 209 |
(i) | August 2011 warrants are exercisable into common shares of Aptose at a price per share of $5.40 and expire in August 2016. |
(ii) | June 2013 private placement warrants were exercisable into common shares of Aptose at a price per share of $3.00 and expired in June 2015. All June 2013 private placement warrants had been exercised by the end of June 2015. |
(iii) | December 2013 broker warrants are exercisable into common shares of Aptose at a price per share of $6.60 and expire in December 2015. |
(b) Continuity of contributed surplus
Contributed surplus is comprised of the cumulative grant date fair value of expired share purchase warrants and expired stock options as well as the cumulative amount of previously expensed and unexercised equity settled share-based payment transactions.
Nine months ended | Ten months ended | |||||||
September 30, 2015 | September 30, 2014 | |||||||
Balance, beginning of period | $ | 21,653 | $ | 21,280 | ||||
Exercise of convertible promissory notes | 54 | ─ | ||||||
Expiry of warrants | – | 103 | ||||||
Cancellation of stock options | – | 190 | ||||||
Expiry of vested stock options | 66 | 72 | ||||||
Balance, end of period | $ | 21,773 | $ | 21,645 |
(c) Continuity of stock options
Nine months ended | Ten months ended | |||||||
September 30, 2015 | September 30, 2014 | |||||||
Balance, beginning of period | $ | 4,078 | $ | 1,983 | ||||
Stock based compensation | 2,235 | 1,907 | ||||||
Exercise of stock options | (493 | ) | (18 | ) | ||||
Cancellation of stock options | - | (103 | ) | |||||
Expiry of vested stock options | (66 | ) | (72 | ) | ||||
Balance, end of period | $ | 5,754 | $ | 3,697 |
(d) Loss per share
Loss per common share is calculated using the weighted average number of common shares outstanding for the three and four month periods ended September 30, 2015 and September 30, 2014 and the nine and ten month periods ending September, 2015 and September 30, 2014 calculated as follows:
Three months ended | Four months ended | Nine months ended | Ten months ended | |||||||||||||
Sept 30,2015 | Sept 30,2014 | Sept 30, 2015 | Sept 30,2014 | |||||||||||||
Issued common shares, beginning of period | 11,932 | 10,388 | 11,700 | 3,891 | ||||||||||||
Effect of April public offering | — | — | — | 2,825 | ||||||||||||
Effect of December public offering | — | — | — | 1,204 | ||||||||||||
Effect of warrant and option exercises | 4 | 1,222 | 145 | 833 | ||||||||||||
Effect of ATM issuances | 1 | — | — | — | ||||||||||||
Effect of promissory note conversions | 27 | — | 44 | — | ||||||||||||
11,964 | 11,610 | 11,889 | 8,753 |
9 |
APTOSE BIOSCIENCES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
Three and nine months ended September 30, 2015 and four and ten months ended September 30, 2014
(Tabular amounts are in 000s)
The effect of any potential exercise of our stock options and warrants outstanding during the year has been excluded from the calculation of diluted loss per common share as it would be anti-dilutive.
(e) Convertible promissory notes
During the nine months ended September 30, 2015, $437.5 thousand promissory notes due in September 2015 incurring interest at a rate of 10% were converted into 122 thousand common shares of the Company.
7. | Stock options |
(a) Stock options transactions for the period:
Nine months ended | Ten months ended | |||||||||||||||
September 30, 2015 | September 30, 2014 | |||||||||||||||
Number of Options | Weighted average exercise price | Number of Options | Weighted average exercise price | |||||||||||||
Outstanding, Beginning of period | 1,374 | $ | 5.95 | 417 | $ | 6.00 | ||||||||||
Granted | 478 | 6.92 | 1,039 | 5.93 | ||||||||||||
Exercised | (121 | ) | 4.66 | (6 | ) | 3.72 | ||||||||||
Expired | (4 | ) | 21.69 | (1 | ) | 32.17 | ||||||||||
Cancelled | - | - | (21 | ) | 6.00 | |||||||||||
Outstanding, end of period | 1,727 | $ | 6.28 | 1,428 | $ | 5.88 |
(b) Stock options outstanding at September 30, 2015:
Options outstanding | Options exercisable | |||||||||||||||||||
Range of exercise prices | Number of Options | Weighted average remaining contractual life (years) | Weighted average exercise price | Number of Options | Weighted average exercise price | |||||||||||||||
$2.16 - $3.48 | 121 | 6.8 | $ | 2.78 | 121 | $ | 2.78 | |||||||||||||
$3.49 - $5.70 | 643 | 8.6 | 5.59 | 343 | 5.60 | |||||||||||||||
$5.71 - $9.36 | 959 | 8.9 | 6.96 | 307 | 7.35 | |||||||||||||||
$9.37 - $118.80 | 4 | 2.5 | 60.00 | 4 | 60.00 | |||||||||||||||
1,727 | 8.7 | $ | 6.28 | 775 | $ | 6.13 |
(c) Fair value assumptions
The following assumptions were used in the Black-Scholes option-pricing model to determine the fair value of stock options granted during the following periods:
Nine months ended | Ten months ended | |||||||||||
September 30, 2015 | September 30, 2014 | |||||||||||
Exercise price | $ | 6.77-7.14 | $ 5.16-7.32 | |||||||||
Grant date share price | $ | 6.77-7.14 | $ 5.16-7.32 | |||||||||
Risk free interest rate | 0.75-1.5% | 1.5 | % | |||||||||
Expected dividend yield | — | — | ||||||||||
Expected volatility | 103-113% | 53-135% | ||||||||||
Expected life of options | 5 years | 5 years | ||||||||||
Weighted average fair value of options granted in the period | $ | 5.33 | $ | 4.94 |
10 |
APTOSE BIOSCIENCES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
Three and nine months ended September 30, 2015 and four and ten months ended September 30, 2014
(Tabular amounts are in 000s)
Stock options granted by the Company during the nine months ended September 30, 2015, consist of 128,000 options that vest 50%, 25% and 25% on each of the next three anniversaries and 350,000 options that vest 50% on the first anniversary and 16.67% on each of the next three anniversaries (total four year vesting).
Stock options granted by the Company during the ten months ended September 30, 2014 consisted of 897,381 options that vested 50% upon the first anniversary and 25% on each of the next two anniversaries, 70,834 options which vest monthly over thirty six months and 70,834 of options of which 33,334 vested immediately and the remaining 37,500 vests 50% upon the first anniversary and 25% on each of the next two anniversaries.
Refer to Note 9 for a breakdown of stock option expense by function.
The Company has reserved up to 2,080,050 common shares for issuance relating to outstanding options, rights and other entitlements under the stock based compensation plans of the Company as of September 30, 2015.
8. | Additional cash flow disclosures |
Net change in non-cash operating working capital is summarized as follows:
Three months ended | Four months ended | Nine months ended | Ten months ended | |||||||||||||
Sept. 30, 2015 | Sept. 30, 2014 | Sept. 30, 2015 | Sept. 30, 2014 | |||||||||||||
Prepaid expenses and other assets | $ | 271 | $ | (91 | ) | $ | 267 | $ | (91 | ) | ||||||
Accounts payable | (14 | ) | (210 | ) | (120 | ) | 249 | |||||||||
Accrued liabilities | 466 | (418 | ) | (96 | ) | (1,258 | ) | |||||||||
$ | 723 | $ | (719 | ) | $ | 51 | $ | (1,100 | ) |
9. | Other expenses |
Components of research and development expenses:
Three months ended | Four months ended | Nine months ended | Ten months ended | |||||||||||||
Sept. 30, 2015 | Sept. 30, 2014 | Sept. 30, 2015 | Sept. 30, 2014 | |||||||||||||
APTO-253 development costs | $ | 1,633 | $ | 1,272 | $ | 3,750 | $ | 2,475 | ||||||||
Severance costs | — | — | — | 326 | ||||||||||||
Stock-based compensation | 79 | 37 | 145 | 92 | ||||||||||||
Deferred share unit costs | — | — | — | 17 | ||||||||||||
Depreciation of equipment | 10 | 2 | 19 | 10 | ||||||||||||
$ | 1,722 | $ | 1,311 | $ | 3,914 | $ | 2,920 |
Components of general and administrative expenses:
Three months ended | Four months ended | Nine months ended | Ten months ended | |||||||||||||
Sept. 30,2015 | Sept. 30,2014 | Sept. 30, 2015 | Sept. 30,2014 | |||||||||||||
General and administrative excluding salaries | $ | 819 | $ | 1,099 | $ | 2,997 | $ | 2,947 | ||||||||
Salaries | 838 | 836 | 2,348 | 2,383 | ||||||||||||
Severance costs | — | — | — | 762 | ||||||||||||
Stock-based compensation | 572 | 1,047 | 2,091 | 1,814 | ||||||||||||
Deferred share unit costs | — | — | — | 14 | ||||||||||||
Depreciation of equipment | 19 | 6 | 45 | 11 | ||||||||||||
$ | 2,248 | $ | 2,988 | $ | 7,481 | $ | 7,931 |
11 |
APTOSE BIOSCIENCES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
Three and nine months ended September 30, 2015 and four and ten months ended September 30, 2014
(Tabular amounts are in 000s)
Components of finance income:
Three months ended | Four months ended | Nine months ended | Ten months ended | |||||||||||||
Sept. 30,2015 | Sept. 30,2014 | Sept. 30, 2015 | Sept. 30,2014 | |||||||||||||
Interest income | $ | 56 | $ | 161 | $ | 232 | $ | 235 | ||||||||
Foreign exchange gain on cash and cash equivalents | 661 | — | 1,011 | — | ||||||||||||
$ | 717 | $ | 161 | $ | 1,243 | $ | 235 |
Components of finance expense:
Three months ended | Four months ended | Nine months ended | Ten months ended | |||||||||||||
Sept. 30, 2015 | Sept. 30, 2014 | Sept. 30, 2015 | Sept. 30, 2014 | |||||||||||||
Interest expense | $ | 8 | $ | 37 | $ | 43 | $ | 190 | ||||||||
Foreign exchange loss | — | 12 | — | 35 | ||||||||||||
$ | 8 | $ | 49 | $ | 43 | $ | 225 |
10. Commitments, contingencies and guarantees.
(in thousands) | Less than 1 year | 1-3 years | 3-5 years | Total | ||||||||||||
Operating leases | $ | 553 | 890 | 376 | $ | 1,819 |
The Company has entered into various contracts with service providers with respect to the clinical development of APTO-253. These contracts will result in future payment commitments of up to approximately $3.7 million over the related service period. Of this amount, $419 thousand has been paid and $186 thousand has been accrued at September 30, 2015. The payments are based on services performed and amounts may be higher or lower based on actual services performed.
11. | Related Party Transactions |
In March 2015, the Company entered into an agreement with the Moores Cancer Center at the University of California San Diego (UCSD) to provide pharmacology lab services to the Company. Dr. Stephen Howell is the Acting Chief Medical Officer of Aptose and is also a Professor of Medicine at UCSD and will be overseeing the laboratory work. The research services will be provided from April 1, 2015 to March 31, 2016 for an annual fee of US$154,456 to be paid to UCSD in monthly installments.
This transaction is in the normal course of business and will be measured at the amount of consideration established and agreed to by the related parties.
12