Quarterly report pursuant to Section 13 or 15(d)

SHARE-BASED COMPENSATION

v3.24.3
SHARE-BASED COMPENSATION
9 Months Ended
Sep. 30, 2024
SHARE-BASED COMPENSATION  
SHARE-BASED COMPENSATION

8.

SHARE-BASED COMPENSATION

2015 Stock Option Plan

The Company maintains the 2015 Stock Option Plan (“2015 Option Plan”), originally referred to as the 2007 Option Plan. In June 2015, the 2015 Option Plan was amended from a fixed option plan to a rolling share option plan pursuant to which the Company is authorized to grant options of up to 20% of its issued and outstanding Common Shares. Share options granted vest at various rates and have a term not exceeding ten years. As of September 30, 2024 and December 31, 2023, the Company had 5,450,345 and 471,843 options available for grant under the 2015 Option Plan, respectively. Share options under the 2015 Option Plan are granted in either US$ or C$. Upon the change in the Company’s functional currency, effective July 1, 2023, C$ share options previously classified as equity were reclassified as liabilities. All grants following the Company’s change in functional currency are in US$.

Canadian Dollar Share Options

The following table summarizes the C$ share options outstanding under the 2015 Option Plan for the nine months ended September 30, 2024. All amounts are denominated in C$, except year and share amounts:

    

    

    

Weighted

    

 

 

Weighted

 

Average

 

 

 

Average

 

Remaining

 

Number of

 

Exercise

 

Contractual

Aggregate

Share

 

Price Per

 

Term

Intrinsic

Options

Share

 

(years)

Value

Outstanding as of December 31, 2023

 

898,262

$

7.58

 

6.5

$

Expired

 

(79,769)

 

9.16

 

 

Outstanding as of September 30, 2024

 

818,493

 

7.43

 

6.6

Vested and exercisable as of September 30, 2024

 

757,541

$

7.37

 

6.6

$

The aggregate intrinsic value of options outstanding and vested and exercisable is calculated as the difference between the exercise price of the underlying options, and the fair value of the Company’s Common Shares when the exercise price is below fair value.  There were no C$ options exercised or granted during the nine months ended September 30, 2024.

Upon the change in the Company’s functional currency effective July 1, 2023 C$ share options previously classified as equity were reclassified as liabilities. The C$ options were re-measured as of December 31, 2023 and had a fair value of $422,002. The C$ options were re-measured as of September 30, 2024 and had a fair value of $340,090, resulting in a decrease to the fair value of the liability and an increase to additional paid-in-capital of $81,912.

A summary of share-based compensation liability activity for the nine-month period ended September 30, 2024 is as follows:

    

September 30, 

2024

Balance at December 31, 2023

$

422,002

Increase in additional paid-in-capital due to decrease in fair value of share-based compensation liability

(81,912)

Balance at September 30, 2024

$

340,090

A summary of share-based compensation liability activity for the year ended December 31, 2023 is as follows:

    

December 31, 

2023

Balance at December 31, 2022

$

Share-based compensation liability of C$ options at reclassification on change in functional currency

1,768,515

Reduction in share-based compensation expense due to decrease in fair value of share-based compensation liability

(332,603)

Increase in additional paid-in-capital due to decrease in fair value of share-based compensation liability

(1,013,910)

Balance at December 31, 2023

$

422,002

The following table summarizes the weighted average of significant assumptions used to calculate the fair value of C$ share options outstanding and exercisable as of September 30, 2024 and December 31, 2023:

Nine Months Ended

September 30, 

    

2024

    

Weighted average fair value of C$ Options

C$

0.45

Expected volatility

 

101.2

%  

Risk-free interest rate

 

3.66

%  

Expected dividend yield

 

%  

Expected term (years)

 

6.6

 

Expected volatility is based on historical volatility of the Company’s Common Shares over the expected life of the option, as the Company’s options are not readily tradable.

US Dollar Share Options

The following table summarizes the US$ share options outstanding under the 2015 Option Plan for the nine months ended September 30, 2024. All amounts are denominated in US$, except year and share amounts:

    

    

    

Weighted

    

 

 

Weighted

 

Average

 

 

 

Average

 

Remaining

 

Number of

 

Exercise

 

Contractual

Aggregate

Share

 

Price Per

 

Term

Intrinsic

Options

Share

 

(years)

Value

Outstanding as of December 31, 2023

 

69,000

$

1.87

 

$

Granted

 

200,000

 

1.17

 

  

 

16,000

Outstanding as of September 30, 2024

 

269,000

 

1.35

 

9.2

16,000

Vested and exercisable as of September 30, 2024

 

200,000

$

1.17

 

9.3

$

16,000

During the nine months ended September 30, 2024, the Company granted US$ share options with a grant date fair value of $182,820. During the nine months ended September 30, 2024 there were no US$ share options exercised.

The fair value of the US$ share options granted was estimated using Black Scholes with the following assumptions:

Nine Months Ended

September 30, 2024

Weighted average fair value of US$ Options

$

0.91

Expected volatility

98.6

%

Risk-free interest rate

3.90

%

Expected dividend yield

%

Expected term (years)

5.8

 

Share-based Compensation

The following table summarizes total share-based compensation included in the Company’s accompanying unaudited condensed consolidated statements of operations and comprehensive loss:

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2024

    

2023

    

2024

    

2023

Research and development

$

3,853

$

39,109

$

11,478

$

78,018

General and administrative

 

117,183

 

95,082

 

191,141

 

188,683

Total share-based compensation

$

121,036

$

134,191

$

202,619

$

266,701

As of September 30, 2024, there was $53,112 of unrecognized share-based compensation liability related to C$ options outstanding but unvested, which is expected to be recognized over weighted-average remaining service period of 1.3 years. There was $81,149 of unrecognized share-based compensation expense related to US$ options outstanding but unvested, which is expected to be recognized over the remaining service period of 3.1 years.