Quarterly report [Sections 13 or 15(d)]

SHARE-BASED COMPENSATION

v3.25.1
SHARE-BASED COMPENSATION
3 Months Ended
Mar. 31, 2025
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 March 31, 2025 and December 31, 2024, the Company had 2,971,979 and 2,963,385 options, respectively, available for grant under the 2015 Option Plan. 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 three months ended March 31, 2025. 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 January 1, 2024

 

898,262

$

7.58

 

6.5

$

Expired

 

(79,769)

 

9.16

 

 

Outstanding as of December 31, 2024

 

818,493

7.36

 

6.6

Outstanding as of March 31, 2025

 

818,493

 

7.24

 

6.5

Vested and exercisable as of March 31, 2025

 

779,095

$

7.43

 

6.5

$

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 three months ended March 31, 2025

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 March 31, 2025 and had a fair value of $113,100.

A summary of share-based compensation liability activity, measured using level 3 fair value inputs, for the period ended March 31, 2025 is as follows:

    

March 31, 

2025

Fair value at December 31, 2024

$

199,263

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

(86,163)

Fair value at March 31, 2025

$

113,100

A summary of share-based compensation liability activity, measured using level 3 fair value inputs, for the year ended December 31, 2024 is as follows:

    

December 31, 

2024

Fair value at December 31, 2023

$

422,002

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

(222,739)

Fair value at December 31, 2024

$

199,263

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 March 31, 2025 and December 31, 2024:

Period Ended

March 31, 

December 31,

    

2025

    

2024

Weighted average fair value of C$ Options

C$

0.15

C$

0.26

Expected volatility

 

97.0

%  

99.7

%

Risk-free interest rate

 

4.07

%  

4.40

%

Expected dividend yield

 

%  

%

Expected term (years)

 

6.5

 

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 Company began making share option grants denominated in US$ following the Company’s change in functional currency in July 2023. The following table summarizes the US$ share options outstanding under the 2015 Option Plan for the three months ended March 31, 2025. 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 January 1, 2024

 

69,000

$

1.87

 

$

Granted

 

2,686,960

 

1.11

 

 

Outstanding as of December 31, 2024

 

2,755,960

1.13

 

Forfeited

 

(8,594)

 

1.87

 

 

Outstanding as of March 31, 2025

 

2,747,366

 

1.13

 

9.5

Vested and exercisable as of March 31, 2025

 

723,570

$

1.17

 

9.3

$

During the three months ended March 31, 2025, the Company did not grant any US$ share options and there were no US$ share options exercised.

DSU Plan

The Company has a Deferred Share Unit plan (“DSU Plan”) for senior officers. Under the DSU Plan, rights to the Company’s Common Shares may be awarded on a deferred payment basis up to a maximum of 16,666 common share units. Each common share unit will fully vest upon cessation of employment with the Company and then can be redeemed for one common share of the Company by the unitholder. The Company has 1,061 units outstanding as of March 31, 2025.

Share-based Payment Expense

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

March 31, 

    

2025

    

2024

Research and development

$

37,674

$

3,812

General and administrative

 

207,621

 

59,772

Total share-based compensation

$

245,295

$

63,584

As of March 31, 2025, there was $15,856 of unrecognized share-based compensation liability related to C$ options outstanding but unvested, which is expected to be recognized over weighted-average remaining service period of 1.0 years. There was $1,335,092 of unrecognized share-based compensation expense related to US$ options outstanding but unvested, which is expected to be recognized over the remaining service period of 2.5 years.

The Company is presently proposing a new equity incentive plan (“2025 Option Plan”) for shareholder vote at its June 2025 Annual Meeting of Shareholders. If approved by the shareholders, the new 2025 Option Plan would replace the 2015 Option Plan, which would be terminated. All options outstanding under the 2015 Option Plan would be incorporated into the 2025 Option Plan.