Annual report pursuant to Section 13 and 15(d)

SHARE CAPITAL

v3.22.1
SHARE CAPITAL
12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
SHARE CAPITAL

 

12. SHARE CAPITAL

 

  a) Authorized Share Capital

 

On March 1, 2019, the Company changed its share structure with a Directors’ resolution to replace Class – A voting shares with Common voting Shares, and to eliminate Class-B non-voting shares (where nil were issued), and created a new series of Preferred shares with no par value and unlimited number of shares. Holders of Preferred shares shall be entitled to receive distribution ahead of holders of Common shares. In addition, Preferred shareholders are also entitled to a fixed premium (if specifically provided in the special rights and restrictions attached to a specific series of Preferred shares), prior to any distributions to holders of Common shares in the event of dissolution, liquidation or winding-up of the Company.

 

  b) Issued Share Capital

 

The Company had the following common share transactions during the year ended December 31, 2020:

 

  On May 2, 2020, the Company declared and issued 86,739 common shares at $3.37 (CAD $4.75) (412,008 common shares at $0.71 (CAD $1.00) before the Reverse Split) as stock dividend to holders of Series A Preferred shares issued on May 2, 2019.
     
  On May 10, 2020, the Company declared and issued 48,791 common shares at $3.42 (CAD $4.75) (231,758 common shares at $0.72 (CAD $1.00) before the Reverse Split) as stock dividend to holders of Series A Preferred shares issued on May 10, 2019.
     
  On November 2, 2020, the Company declared and issued 86,739 common shares at $3.56 (CAD $4.75) (412,008 common shares at $0.75 (CAD $1.00) before the Reverse Split) as stock dividend to holders of Series A Preferred shares issued on May 2, 2019.
     
  On November 10, 2020, the Company declared and issued 48,791 common shares at $3.66 (CAD $4.75) (231,758 common shares at $0.77 (CAD $1.00) before the Reverse Split) as stock dividend to holders of Series A Preferred shares issued on May 10, 2019.
     
  During the year ended December 31, 2020, 365,113 (1,734,285 before the Reverse Split) warrants were exercised at a price of CAD $2.38 (CAD $0.50 before the Reverse Split).
     
  At various times during the year ended December 31, 2020, the Company issued 100,237 common shares (476,126 before the Reverse Split) to various consultants for services rendered.

 

The Company had the following common share transactions during the year ended December 31, 2021:

 

  On March 29, 2021, the Company issued 30,000 common shares with a fair value of $179,700 against consulting services from a third party.
     
  On May 10, 2021, the Company declared, and on May 11, 2021 issued, 86,739 common shares as stock dividend to holders of Series A Preferred shares issued on May 2, 2019.
     
  On May 10, 2021, the Company declared, and on May 11, 2021 issued, 48,791 common shares as stock dividend to holders of Series A Preferred shares issued on May 10, 2019.
     
  On May 27, 2021, the Company issued to consultants a total of 7,237 common shares.
     
  On May 27, 2021, the Company issued 820,029 common shares as a result of 1,113,701 stock options exercised on a cashless basis at various exercise prices.

 

 

  On May 28, 2021, the Company’s officers opted to receive a total of 98,356 common shares as bonus compensation for services rendered and accrued for in 2019 and 2020.
     
  On June 24, 2021, the Company issued to a consultant working with the senior secured debentures holders, a total of 10,000 common shares on their behalf, for the term extension of the Bridge Loan (see Note 6).
     
  On July 12, 2021, the Company completed its IPO whereby it sold a total of 3,127,998 units, each consisting of one common share and one Series A warrant to purchase one common share, at a public offering price of $5.00 for gross proceeds of $15,639,990. The Company received net proceeds from the IPO of $14,388,791, after deducting underwriting discounts and commissions of 1,251,199.
     
  On July 12, 2021, with the closing of the IPO, 2,258,826 common shares were issued upon the conversion of all of its issued and outstanding Series A Preferred Shares.
     
  On July 13, 2021, the Company declared and issued, 53,474 common shares as final stock dividend to the holders of Series A Preferred shares.
     
  On July 13, 2021, the Company issued to consultants a total of 15,000 common shares.
     
  On July 15, 2021, the Company issued 39,800 common shares as a result of exercise of 39,800 Series A warrants on cash basis at an exercise price of $6 per warrant.
     
  On July 28, 2021, 93,938 common stock purchase warrants were issued to the purchaser of the senior secured debentures, with a term of three years and a strike price per share of $3.99.
     
  On September 01, 2021, the Company issued to Directors 19,992 common shares as settlement of accrued directors’ fee.
     
  On October 1, 2021, the company issued 36,379 common share as part of compensation to Company’s officers and executives.
     
  On October 1, 2021, the Company issued to a consultant 3,188 common shares against services.
     
  On October 27, 2021, the Company issued 36,275 common shares as a result of cashless exercise of 93,938 common stock purchase warrants related to the senior secured debentures.
     
  On November 27, 2021, the Company issued 7,018 common shares on as a result of exercise of 7,018 stock options at an exercise price of $1.30 (CAD $1.66).
     
  On December 31, 2021, the Company issued 35,979 common share as part of compensation to Company’s officers.

 

  c) Stock Options

 

The Company has adopted a stock option plan (the “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.

 

On May 28, 2019, at the Company’s annual general meeting, shareholders approved an amendment to the Stock Option Plan to increase the number of authorized shares subject to the stock option plan to 15% of the issued and outstanding shares of the Company (including any unconverted Series A Preferred Shares).

 

For the year ended December 31, 2021, the Company recorded aggregate share-based compensation expense of $796,141 (December 31, 2020 - $571,210) for all stock options on a straight-line basis over the vesting period.

 

 

As of December 31, 2021, 717,019 (December 31, 2020 - 1,450,918) Stock Options were outstanding at a weighted average exercise price of $5.63 (CAD 7.14) [December 31, 2020 - $2.01 (CAD 2.56)], of which 280,938 (December 31, 2020 - 1,161,726) were exercisable.

 

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

 

As of December 31, 2021, there was $634,626 (December 31, 2020 - $275,150) of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the stock option plan; that cost is expected to be recognized over a period of 3 years (December 31, 2020 – 2 years).

 

The following summarizes stock option activity during the years ended December 31, 2021 and 2020:

 

    Number of Options*     Weighted Average Exercise Price*     Weighted Average Remaining Life (years)  
                   
Balance at December 31, 2019     1,106,711     $ 1.35       4.98  
Granted     387,760     $ 3.73       5.46  
Forfeited     (25,132 )   $ 1.31       -  
Cancelled     (18,421 )   $ 1.31       -  
Balance at December 31, 2020     1,450,918     $ 2.01       4.38  
Granted     509,788     $ 7.00       4.47  
Exercised     (1,120,719 )     3.23       -  
Forfeited     (28,947 )   $ 4.75       -  
Cancelled     (94,021 )   $ 6.70       -  
Balance at December 31, 2021     717,019     $ 5.84       4.48  

 

* reflects the 1:4.75 reverse stock split effected on November 29, 2020.

 

The Company’s outstanding and exercisable stock options at December 31, 2021 were:

 

    Outstanding Options*     Exercisable Options*  
Expiry Date   Number     Weighted Average Remaining Life (years)     Weighted Average Exercise Price     Weighted Average Exercise Price     Number     Weighted Average Exercise Price  
                      CAD $       $               $  
January 31, 2026     921       4.09       4.75       3.75       921       3.75  
June 30, 2026     255,594       4.50       4.75       3.75       211,993       3.75  
May 31, 2026     355,775       4.42       8.87       7.00       59,296       7.00  
July 15, 2026     55,445       4.54       8.87       7.00       4,620       7.00  
September 30, 2026     49,284       4.75       8.87       7.00       4,108       7.00  
Total Share Options     717,019       4.48       7.40       5.84       280,938       4.53  

 

* reflects the 1:4.75 reverse stock split effected on November 29, 2020.

 

 

Stock-based compensation expense recognized is based on options expected to vest, the fair value of each employee option grant during the years ended December 31, 2021 and 2020 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

 

    December 31, 2021     December 31, 2020  
Expected volatility     80.00 %     79.60 %
Expected term (in years)     3.31       3.44  
Risk-free interest rate     0.92 %     0.45 %
Fair value of options   $ 2.59     $ 1.90  

 

  d) Warrants

 

The Company’s outstanding warrants as of December 31, 2021 were:

 

    Number of warrants*     Weighted average exercise price*     Weighted average exercise price*     Expiry Date
              CAD       $      
                             
Outstanding, December 31, 2019     3,398,996       7.70       6.05      
Exercised during quarter 4, 2020     (365,112 )     2.38       1.87     December 21, 2021**
Expired during quarter 4, 2020     (63,157 )     2.38       1.87     October 15, 2021**
Expired during quarter 4, 2020     (163,610 )     2.38       1.87     December 21, 2021**
Expired during quarter 4, 2020     (33,684 )     1.66       1.30     December 31, 2021**
Expired during quarter 4, 2020     (210,526 )     2.38       1.87     January 16, 2022**
Expired during quarter 4, 2020     (16,842 )     1.66       1.30     January 21, 2022**
Outstanding, December 31, 2020     2,546,065       9.50       7.46      
Granted during quarter 3, 2021     3,263,997       7.48       6.00     July 12, 2024
Granted during quarter 3, 2021     93,938       4.98       3.99     July 28, 2024
Exercised during quarter 3, 2021     (39,800 )     7.48       6.00     July 12, 2024
Exercised during quarter 4, 2021     (93,938 )     4.98       3.99     July 28, 2024
Outstanding, December 31, 2021     5,770,262       7.49       5.91      

 

* reflects the 1:4.75 reverse stock split effected on November 29, 2020.
** pursuant to the terms of the warrants, the warrants were accelerated to expire on October 10, 2020 due to

occurrence of an acceleration event. Accordingly, any unexercised warrants were terminated.