Quarterly report pursuant to Section 13 or 15(d)

Note 11 - Stock-based Compensation

v3.23.1
Note 11 - Stock-based Compensation
3 Months Ended
Mar. 31, 2023
Notes to Financial Statements  
Stock-based compensation
11.
Stock‑based compensation:
a.
Stock option plan and employee stock purchase plan

Effective June 1, 2021, the Company adopted a new stock incentive plan (“New Incentive Plan”) and an employee stock purchase plan (“ESPP”).

The New Incentive Plan authorizes the Board of Directors to administer the New Incentive Plan to provide equity-based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units and dividend equivalents.

The Company currently maintains its existing Share Option Plan and 2015 Stock Incentive Plan (“2015 SIP”). Since June 1, 2021, no further grants have been made under the Share Option Plan or 2015 SIP, though existing grants under the Share Option Plan remain in effect in accordance with their terms.

The aggregate number of our common shares, no par value, that may be issued under all awards under the New Incentive Plan is (i) 9,343,242, plus (ii) any of our common shares subject to any outstanding award under our prior plans that, after June 1, 2021, are not purchased or are forfeited or reacquired by us, or otherwise not delivered to the participant due to termination, cancellation or cash settlement of such award subject to the share counting provisions of the New Incentive Plan.

Under both the Share Option Plan and the New Incentive Plan, the exercise price of each option equals the closing trading price of the Company’s stock on the day prior to the grant if the grant is made during the trading day or the closing trading price on the day of grant if the grant is issued after markets have closed. Vesting is provided for at the discretion of the Board of Directors and the expiration of options is to be no greater than ten years from the date of grant.

The Company uses the fair value-based method of accounting for employee awards granted under both plans. The Company calculates the fair value of each stock option grant using the Black-Scholes option pricing model at the grant date. The stock-based compensation cost of the options is recognized as stock-based compensation expense over the relevant vesting period of the stock options using an estimate of the number of options that will eventually vest.

The ESPP allows eligible employees of the Company to purchase Common Shares through accumulated payroll deductions up to a maximum 15% of eligible compensation. The ESPP was implemented by consecutive offering periods with a new offering period commencing on the first trading day on or after February 1 and August 1 each year, or on such other date as the Board of Directors will determine and continuing thereafter until terminated in accordance with the Plan. Unless the Board of Directors provides otherwise, the purchase price will be equal to eighty-five percent (85%) of the fair market value of a Common Share on the offering date or the exercise date, whichever is lower. The maximum number of Common Shares available for sale under the ESPP is 1,700,000 Common Shares. The first six-month offering period began on February 1, 2022, and ended on August 1, 2022. There were 10,858 Common Shares issued under the ESPP as of December 31, 2022. The second six-month period began on August 1, 2022, and ended on February 1, 2023. There were 21,576 Common Shares issued under the ESPP during the three months ended March 31, 2023 (three months ended March 31, 2022 - nil).

Stock option transactions for the three months ended March 31, 2023, and March 31, 2022, are summarized as follows:

 

 

 

 

 

 

Three months ended
March 31, 2023

 

 

 

 

 

 

Options (in thousands)

 

 

Weighted average
exercise price

 

 

Weighted average remaining contractual life
(years)

 

Outstanding, beginning of period

 

 

16,503

 

 

$

3.48

 

 

 

 

Granted

 

 

3,220

 

 

0.56

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(884

)

 

 

1.20

 

 

 

 

Outstanding, end of the period

 

 

18,839

 

 

$

3.11

 

 

 

7.01

 

Exercisable, end of the period

 

 

11,002

 

 

 

4.17

 

 

 

5.54

 

Vested and expected to vest, end of period

 

 

17,426

 

 

$

3.22

 

 

 

6.84

 

 

 

 

 

 

 

 

Three months ended
March 31, 2022

 

 

 

 

 

 

Options (in thousands)

 

 

Weighted average
exercise price

 

 

Weighted average remaining
contractual
life (years)

 

Outstanding, beginning of period

 

 

15,112

 

 

$

4.61

 

 

 

 

Granted

 

 

3,870

 

 

1.34

 

 

 

 

Exercised

 

 

(14

)

 

1.08

 

 

 

 

Forfeited

 

 

(349

)

 

4.77

 

 

 

 

Outstanding, end of the period

 

 

18,619

 

 

 

3.97

 

 

 

7.0

 

Exercisable, end of the period

 

 

10,736

 

 

 

4.68

 

 

 

5.5

 

Vested and expected to vest, end of period

 

 

17,344

 

 

$

4.03

 

 

 

6.9

 

 

As of March 31, 2023, there was $2.83 million of total unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over an estimated weighted-average period of 1.62 years. As of March 31, 2023, total compensation cost not yet recognized related to grants under the ESPP was approximately $5 thousand, which is expected to be recognized over four months.

The following table presents the weighted average assumptions that were used in the Black‑Scholes option pricing model to determine the fair value of stock options granted during the period, and the resulting weighted-average fair values:

 

 

 

Three months ended
March 31, 2023

 

 

Three months ended
March 31, 2022

 

Risk-free interest rate

 

 

3.41

%

 

 

1.70

%

Expected dividend yield

 

 

 

 

 

 

Expected volatility

 

 

80.3

%

 

 

83.3

%

Expected life of options

 

5 years

 

 

5 years

 

Grant date fair value

 

$

0.44

 

 

$

0.89

 

 

The Company uses historical data to estimate the expected dividend yield and expected volatility of its Common Shares in determining the fair value of stock options. The expected life of the options represents the estimated length of time the options are expected to remain outstanding.

The following table presents the vesting terms of options granted in the period:

 

 

 

Three months ended
March 31, 2023

 

 

Three months ended
March 31, 2022

 

 

 

Number of options
(in thousands)

 

 

Number of options
(in thousands)

 

3-year vesting (50%-25%-25%)

 

 

725

 

 

 

425

 

4-year vesting (50%-16 2/3%-16 2/3%-16 2/3%)

 

 

2,495

 

 

 

3,445

 

Total stock options granted in the period

 

 

3,220

 

 

 

3,870

 

 

The Company has a stock incentive plan (SIP) pursuant to which the Board may grant stock-based awards comprised of restricted stock units or dividend equivalents to employees, officers, consultants, independent contractors, advisors and non-employee directors of the Company. Each restricted unit is automatically redeemed for one common share of the Company upon vesting. During the three-month period ended March 31, 2023, the Company granted 570,000 restricted stock units ("RSUs") with immediate vesting and an exercise price of $0.66. On February 6, 2023, all of these RSUs were redeemed for 570,000 Common Shares. No RSUs were granted in the three months ended March 31, 2022. The following table presents the vesting and redemption of the RSUs granted in the three months ended March 31, 2023.

 

 

Three months ended
March 31, 2023

 

Three months ended
March 31, 2022

 

 

Number of options
(in thousands)

 

Weighted average grant date fair value

 

Number of options
(in thousands)

 

Weighted average grant date fair value

 

Outstanding, beginning of period

 

 

$

 

 

 

$

 

Granted

 

570

 

 

0.66

 

 

 

 

 

Vested and redeemed

 

(570

)

 

0.66

 

 

 

 

 

Outstanding, ending of period

 

 

$

 

 

 

$

 

 

b.
Share-based payment expense

The Company recorded share-based payment expense related to stock options and RSUs as follows:

 

 

 

Three months ended
March 31,

 

 

 

2023

 

 

2022

 

Research and development

 

$

652

 

 

$

946

 

General and administrative

 

 

1,222

 

 

 

1,568

 

 

 

$

1,874

 

 

$

2,514