Annual report [Section 13 and 15(d), not S-K Item 405]

SHARE CAPITAL

v3.25.1
SHARE CAPITAL
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
SHARE CAPITAL

16. SHARE CAPITAL

 

  a) Authorized Share Capital

 

The Company is authorized to issue unlimited preferred shares with no par value and unlimited common shares with no par value.

 

  b) Issued Share Capital

 

On June 17, 2024 the Company’s Board of Directors authorized a share repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $1 million of its outstanding common shares, for a period of six months, subject to contractual requirements. As at December 31, 2024, no shares have been repurchased under the Repurchase Program.

 

During the year ended December 31, 2024, the Company issued share for cash under its at-the-market agreement (the “ATM”). In total, 536,863 share were issued for $2,973,470, less share issuance costs of $197,509.

 

On October 15, 2024, the Company entered into a private placement agreement issuing 160,000 common shares for proceeds of $800,000.

 

During the year ended December 31, 2023, the Company issued shares for cash under its ATM. In total 1,247 shares were issued for $1,092,915 less share issuance costs of $153,220.

 

On June 20, 2023 the Company entered in to a private placement agreement issuing 200 units of one common share and one whole Private Placement Warrant at a strike price of $2,500 with an expiry date of June 20, 2025 for total consideration of $250,000. The fair value of the Private Placement Warrants at initial recognition was $45,120.

 

As at December 31, 2024, the Company owed $44,214 worth of stock-based compensation to a former officer of the Company. The balance issuable was classified as an Obligation to issue shares.

 

The Company had the following common share transactions during the year ended December 31, 2024:

 

    # of shares     Amount  
Shares issued for cash, net of share issuance costs     376,863     $ 1,975,616  
Shares issued in private placement     160,000       800,000  
Common shares issued for conversion of convertible debt     894,991       11,469,407  
Shares issued on conversion of vested prefunded warrants     64       530,429  
Shares issued for compensation     8,545       115,639  
Common shares issued to consultants     1,423       27,624  
Common shares issued as part of a Business Combination     50,000       295,000  
Fractional shares rounded down from 2024 reverse split     (5 )     -  
Total common shares issued     1,491,881     $ 15,213,716  

 

The Company had the following common share transactions during the year ended December 31, 2023:

 

    # of shares     Amount  
Shares issued for cash, net of share issuance costs     1,249     $ 939,695  
Shares issued in private placement     200       204,880  
Common shares issued for conversion of convertible debt     45,670       9,292,871  
Shares issued on conversion of vested prefunded warrants     1,413       11,576,224  
Shares issued for compensation     540       348,199  
Common shares issued to consultants     5,811       324,311  
Fractional shares issued due to roundup from 2023 reverse split     373       -  
Total common shares issued     55,256     $ 22,686,180  

 

  c) Stock Options

 

The Company has adopted a stock option plan (the “Option Plan”) for its directors, officers, employees and consultants to acquire common shares of the Company. The terms and conditions of the stock options are determined by the Board of Directors.

 

For the year ended December 31, 2024, the Company recorded aggregate share-based compensation expense of $22,780 (December 31, 2023 - $317,933) for all stock options on a straight-line basis over the vesting period.

 

 

As of December 31, 2024, 545 (December 31, 2023 – 761 ) options were outstanding at a weighted average exercise price of $4,236 (December 31, 2023 - $4,175), of which 545 (December 31, 2023 – 263) were exercisable.

 

The amounts recognized as share-based payments and stock options are included in share-based compensation in the Statement of Loss and Comprehensive Loss.

 

As of December 31, 2024, there was $24,967 (December 31, 2023 - $116,646) of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted.

 

The following summarizes stock option activity during the years ended December 31, 2024 and 2023:

 

    Number of
Options		     Weighted
Average
Exercise Price		     Weighted
Average
Remaining Life
(years)		  
                   
Balance at December 31, 2022     273     $ 16,509.89       4.24  
Granted     579     $ 450.00       4.70  
Forfeited     (38 )   $ 13,366.42       -  
Cancelled     (51 )   $ 22,423.92       -  
Balance at December 31, 2023     761     $ 4,174.78       4.37  
Granted     -     $ -       -  
Forfeited     (90 )   $ 1,722.14       -  
Cancelled     (126 )   $ 4,976.98       -  
Balance at December 31, 2024     545     $ 4,236.16       3.38  

 

The Company’s outstanding and exercisable stock options at December 31, 2024 were:

 

    Outstanding Options     Exercisable Options  
Expiry Date   Number     Weighted Average Remaining Life (years)     Weighted Average Exercise Price     Number     Weighted Average Exercise Price  
                $           $  
June 30, 2026     13       1.50       16,505.66       13       16,505.66  
May 31, 2026     23       1.41       35,000.00       23       35,000.00  
July 15, 2026     11       1.54       35,000.00       11       35,000.00  
September 30, 2026     10       1.75       35,000.00       10       35,000.00  
November 18, 2027     63       2.88       5,700.00       63       5,700.00  
September 12, 2028     425       3.70       450.00       425       450.00  
Total Share Options     545       3.38       4,236.16       545       4,236.16  

 

 

The following table summarizes the Company’s weighted average assumptions used in the valuation of options granted during the year ended December 31, 2024 and December 31, 2023:

 

    December 31,
2024		     December 31,
2023		  
Expected volatility            - %     77.46 %
Expected term (in years)     -       2.82  
Risk-free interest rate     - %     3.97 %
Fair value of options   $ -     $ 2.31  

 

  d) Warrants

 

The Company’s outstanding warrants as of December 31, 2024 were:

 

    Number of
warrants		     Weighted average
exercise price		     Expiry Date
          $      
Outstanding, December 31, 2022     1,976       24,531.44      
Granted January 17, 2023     532       10.00 ab   July 17, 2026
Granted June 20, 2023     200       2,500.00     June 20, 2025
Granted October 18, 2023     6,202       10.00 ab   April 18, 2027
Granted November 30, 2023     19,861       10.00 ab   May 30, 2027
Outstanding, December 31, 2023     28,771       2,314.07      
Granted February 21, 2024     33,411       10.00 ab   August 21, 2027
Granted April 11, 2024     21,933       10.00 ab   October 11, 2027
Granted May 22, 2024     54,145       11.00 ab   November 22, 2027
Expired July 16, 2024     (645 )     30,000.00      
Outstanding, December 31, 2024     137,615       351.57      

 

(a) The issuance of the Seventh Tranche Debenture on May 22, 2024 triggered the down round provision, adjusting the exercise prices of the Debenture Warrants to $10.00 (Note 12).
   
(b) Subsequent to December 31, 2024, On January 16, 2025, institutional investors purchased $7,700,000 of convertible debt and warrants were issued with an exercise price of $2.62 per share. The issuance of the additional tranche triggered the round down provision, adjusting the exercise price of the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Debentures and First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Warrants to $2.62.

 

  e) Loss per Common Share

 

Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the periods presented. Diluted net loss per share is computed by giving effect to all potential weighted average dilutive common stock. For diluted net loss per share, the dilutive effect of outstanding awards is reflected by application of the treasury stock method and convertible securities by application of the if-converted method, as applicable.

 

The following table sets forth the computation of basic and diluted net loss per share:

 

    December 31,
2024		     December 31,
2023		  
Basic net loss per share:                
Numerator                
Net loss   $ (16,274,815 )   $ (11,733,210 )
Denominator                
Basic weighted-average common share outstanding     713,627       11,605  
Basic net loss per share   $ (22.81 )   $ (1,011.05 )
                 
Diluted net loss per share:                
Numerator                
Net loss   $ (16,274,815 )   $ (11,733,210 )
Assumed net loss attributable upon redemption of convertible
debentures		   $ (2,388,890 )     -  
Change in fair value of convertible debenture derivatives   $ (493,501 )     -  
Loss on conversion and extinguishment of convertible debentures   $ 4,433,164       -  
Interest expense, amortization of debt discount and issuance costs
of convertible debentures		   $ 2,978,722       -  
Diluted net loss   $ (11,745,320 )     -  
Denominator                
Number of shares used in basic net loss per share computation     713,627       11,605  
Weight-average effect of potentially dilutive securities:             -  
Convertible debentures     (306,316 )     -  
Diluted weighted-average common share outstanding     407,311       11,605  
Diluted net loss per share   $ (28.84 )   $ (1,011.05 )

 

Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows (in common equivalent shares):

 

    December 31,
2024		     December 31,
2023		  
Warrants     137,615       28,771  
Options     545       761  
Prefunded warrants     -       -  
Convertible debentures     -       134,448  
Total anti-dilutive weighted average shares     138,160       163,980