Annual report pursuant to Section 13 and 15(d)

Note 13 - Stock-based Compensation

v3.24.1
Note 13 - Stock-based Compensation
12 Months Ended
Dec. 31, 2023
Notes To Financial Statements [Abstract]  
Stock-based compensation
13.
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 Corporation currently maintains its existing Share Option Plan and 2015 Stock Incentive Plan (2015 SIP). Effective June 1, 2021 no further grants will be made under the Share Option Plan or 2015 SIP, though existing grants under the Share Option Plan will 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) 691,400, 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 10 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, which is administered by the Board of Directors, allows eligible employees of the Company with an opportunity to purchase Common Shares through accumulated payroll deductions up to a maximum 15% of eligible compensation. The ESPP will be 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 which will be made available for sale under the ESPP will be 113,333 Common Shares.

The first six-month offering period began on February 1, 2022 and ended on August 1, 2022. The second six-month period began on August 1, 2022 and ended on February 1, 2023. The third six-month period began on February 2, 2023, and ended on August 1, 2023. There were 5,891 and 724 Common Shares issued under the ESPP in the years ended December 31, 2023 and 2022, respectively.

Stock option transactions for the year ended December 31, 2023 and December 31, 2022, are summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options

 

 

Weighted average
exercise price

 

 

Weighted
average
remaining
contractual
life (years)

 

 

Aggregate
Intrinsic
Value

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

Outstanding, December 31, 2021

 

 

1,007

 

 

$

69.15

 

 

 

 

 

 

 

Granted

 

 

420

 

 

 

17.85

 

 

 

 

 

 

 

Exercised

 

 

(1

)

 

 

16.20

 

 

 

 

 

 

 

Forfeited

 

 

(326

)

 

 

57.60

 

 

 

 

 

 

 

Outstanding, December 31, 2022

 

 

1,100

 

 

$

52.20

 

 

 

 

 

 

 

Granted

 

 

217

 

 

 

9.87

 

 

 

 

 

 

 

Exercised

 

 

0

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(133

)

 

 

50.87

 

 

 

 

 

 

 

Outstanding, December 31, 2023

 

 

1,184

 

 

$

44.78

 

 

 

6.9

 

 

$

 

Exercisable, December 31, 2023

 

 

714

 

 

$

59.00

 

 

 

5.9

 

 

$

 

Vested and expected to vest, December 31, 2023

 

 

1,099

 

 

$

46.46

 

 

 

6.8

 

 

$

 

 

Aggregate intrinsic value represents the excess of the value of the closing stock price on the previous trading day of the respective balance sheet dates over the exercise price of the stock options. Total intrinsic value of options exercised was nil for 2023 (2022 – $3 thousand).

As of December 31, 2023, there was $1.2 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 1.7 years.

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 resultant weighted average fair values:

 

 

Year ended December 31, 2023

 

 

Year ended December 31, 2022

 

Risk-free interest rate

 

 

3.42

%

 

 

2.17

%

Expected dividend yield

 

 

 

 

 

 

Expected volatility

 

 

80.3

%

 

 

82.7

%

Expected life of options (years)

 

 

5

 

 

 

5

 

Grant date fair value

 

$

6.53

 

 

$

11.85

 

 

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:

 

 

 

Year ended December 31, 2023

 

 

Year ended December 31, 2022

 

 

 

Options

 

 

Options

 

 

(in thousands)

 

 

(in thousands)

 

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

 

 

48

 

 

 

28

 

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

 

 

169

 

 

 

352

 

Earlier of performance criteria or 4 years

 

 

 

 

 

40

 

Total stock options granted in the year

 

 

217

 

 

 

420

 

 

During the year ended December 31, 2022, the option agreements of one Company officer were modified as part of a separation and release agreement. Vested options of 56,737, with exercise prices ranging from $20.1 to $103.65, were allowed to continue to be exercisable for an additional 12-month period, and also 31,810 options that would have expired unvested, were allowed to continue to vest for a 12-month period. As there was no service requirement, during the year ended December 31, 2022, the company recorded $67 thousand in additional compensation related to these modifications.

 

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 stock unit ("RSU") is automatically redeemed for one Common Share of the Company upon vesting. During the year ended December 31, 2023, the Company granted 38,000 RSUs with immediate vesting and an exercise price of $9.90 (the "2023 RSU Grant"). On February 6, 2023, all of these RSUs were redeemed for 38,000 Common Shares. The following table presents the vesting and redemption of the RSUs granted in the year ended December 31, 2023. No RSUs were granted in the year ended December 31, 2022.

 

Year ended
December 31, 2023

Year ended
December 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

38

9.90

-

-

Vested and redeemed

(38

)

(9.90

)

-

-

Outstanding, ending of period

-

$

-

-

$

-

(b)
Share-based payment expense

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

 

 

Year ended December 31, 2023

 

 

Year ended December 31, 2022

 

Research and development

 

$

1,373

 

 

$

2,218

 

General and administrative

 

 

2,280

 

 

 

2,989

 

Total

 

$

3,653

 

 

$

5,207