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Warrants | 12 Months Ended
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Dec. 31, 2024
Warrants |
Warrants | 15.Warrants Public Warrants As at December 31, 2024, 15,000,000 Public Warrants were outstanding. Each whole Public Warrant entitles the holder to purchase one common share at a price of $11.50 per share beginning on October 9, 2021, subject to restrictions as described further. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants will expire on September 9, 2026 or earlier upon redemption or liquidation. Public Warrant holders do not have the rights or privileges of holders of common shares nor any voting rights until they exercise their warrants and receive common shares. The Company will not be obligated to deliver any common shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act of 1933, as amended (“Securities Act”) with respect to the common shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrants will be exercisable and the Company will not be obligated to issue a common share upon exercise of a Public Warrant unless the common share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Public Warrants. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the common share underlying such unit. The Company may call the Public Warrants for redemption:
| ● | in whole and not in part;
| ● | at a price of $0.01 per warrant;
| ● | upon a minimum of 30 days’ prior written notice of redemption; and
| ● | if, and only if, the closing price of the common shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-day trading period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
If the Company calls the Public Warrants for redemption in certain circumstances, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a cashless basis, by surrendering the Public Warrants for a number of common shares per warrant equal to the lesser of:
| ● | the quotient obtained by dividing (x) the product of the number of common shares underlying such warrant, multiplied by the excess of the average reported closing price of common shares for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders (“Fair Market Value”) over the warrant price by (y) the Fair Market Value, and
| ● | 0.365.
As at December 31, 2024, the value of outstanding Public Warrants of $19.5 million was recorded in additional paid in capital. Private Warrants As at December 31, 2024, 9,500,000 Private Warrants were outstanding. The Private Warrants (including the common shares issuable upon exercise of the Private Warrants) were not transferable, assignable or salable until October 9, 2021, except to permitted transferees. The Private Warrants are identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its permitted transferees:
| (i) | the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and
| (ii) | the Private Warrants are not redeemable by the Company.
The Private Warrants are subject to the Company’s redemption option at the price of $0.01 per warrant, if not held by the Sponsor or any of its permitted transferees, provided that the other conditions of such redemption are met, as described above. If holders of the Private Warrants elect to exercise the warrants on a cashless basis, the holder would pay the exercise price by surrendering their Private Warrants for a number of common shares equal to:
| ● | the quotient obtained by dividing (x) the product of the number of common shares underlying the warrants, multiplied by the excess of the average reported closing price of the common shares for the ten trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent (“fair market value”) over the exercise price of the warrants by (y) the fair market value.
If the Private Warrants are held by a holder other than the Sponsor or any of its permitted transferees, the Private Warrants are redeemable by the Company in all redemption scenarios applicable to the Public Warrants and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Private Warrants under ASC 815-40, in conjunction with the SEC Statement, and concluded that they do not meet the criteria to be classified in shareholders’ equity. Specifically, the terms of the warrants provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and, because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the warrant from being classified in equity and thus the warrants should be classified as a liability. The Private Warrants were valued using a Black-Scholes model, which resulted in a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Warrants was the expected volatility of the Company’s common shares. The expected volatility was estimated using a binomial model that assigned equal weight to the implied volatility of the Company’s Public Warrants, adjusted for the call feature triggered at prices above $18.00 over 20 trading days within any 30- day period, and the historical volatility of the common share price. As at December 31, 2024, the fair value of outstanding Private Warrants of approximately $0.9 million is recorded as warrants liability. The following table presents the changes in the fair value of warrants liability: ​
​ | ​ | ​ | ​
​ |  | Private
​ | ​ | Warrants
Warrants liability as at December 31, 2023 | ​ | $ | 1,969
Decrease in fair value of warrants liability | ​ |  | 1,057
Warrants liability as at December 31, 2024 | ​ | $ | 912
​ As at December 31, 2024, the fair value of the Private Warrants was estimated using the following assumptions: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | December 31, 2024 |  | December 31, 2023 | ​
Exercise price | ​ | $ | 11.50 | ​ | $ | 11.50 | ​
Share price | ​ | $ | 1.12 | ​ | $ | 1.10 | ​
Volatility | ​ |  | 108.97 | % | ​ | 105.34 | %
Term | ​ |  | 1.69 | years | ​ | 2.69 | years
Risk-free rate | ​ |  | 4.14 | % | ​ | 3.98 | %
Dividend yield | ​ |  | 0.0 | % | ​ | 0.0 | %
​ Class A Warrants Under the 2023 Registered Direct Offering (Note 13) which closed on August 14, 2023, the Company issued 3,980,770 Class A Warrants to purchase common shares at an exercise price of $3.00 per share. These Class A Warrants were valued on August 14, 2023, at a fair value of $0.80 per warrant, using a Monte Carlo valuation. The Class A Warrants contain a call provision under which if the Volume Weighted Average Price “VWAP” for 30 consecutive trading days exceeds $6.50, and the warrant holder does not possess material non-public information provided by the Company, the Company may call for cancellation of the unexercised warrants, offering $0.0001 per Warrant Share. If conditions for the call are met, the unexercised portion of these warrants will be cancelled ten trading days after the call notice is received. The Class A Warrants were not determined to be liabilities under ASC 480 as they were not required to be redeemed. The Company classified the Class A Warrants as equity (per ASC 815), as the warrants entailed physical settlement and were also considered to be indexed to the Company’s share, wherein, upon exercise, a fixed number of common shares would be issued on payment of a fixed exercise price. As at December 31, 2023, the Company recorded the total fair value of these Class A Warrants amounting to $3.2 million as additional paid in capital. On January 30, 2024, the Company received the final balance of the committed funding under the 2023 Registered Direct Offering (Note 13) and on January 31, 2024, issued 2,250,000 Class A Warrants to purchase common shares at an exercise price of $3.00 per share. The Class A Warrants issued on January 31, 2024 had the same terms as the Class A Warrants issued in 2023. The remaining 2,250,000 Class A Warrants were valued on January 31, 2024, using a Monte Carlo simulation, resulting in a fair value of $0.69 per warrant, with the total fair value of these warrants amounting to $1.6 million which was recorded as additional paid in capital. The fair value of the Class A Warrants issued on January 31, 2024 was estimated using the following assumptions: ​
​ | ​ | ​ | ​ | ​
​ |  | January 31, |
​ | ​ | 2024 | ​
Exercise price | ​ | $ | 3.00 | ​
Share price | ​ | $ | 1.31 | ​
Call price threshold | ​ | $ | 6.50 | ​
Volatility | ​ |  | 105.08 | %
Term (years) | ​ |  | 3.92 | ​
Risk-free rate | ​ |  | 3.89 | %
Dividend yield | ​ |  | 0.0 | %
​ The 2023 Purchase Agreement stipulates a down round feature wherein if between August 14, 2023, and December 31, 2024, the Company, or its subsidiaries issue, sell, or grant options or rights to purchase common shares or equivalents at a price lower than either i) $2.00 or ii) the exercise price in effect, the exercise price of the outstanding Class A Warrants will automatically reset to the lower of these two amounts. On reset of the exercise price, the number of shares issuable will not change. On November 14, 2024, the Company entered into the 2024 Purchase Agreement (Note 13), pursuant to which the Company agreed to sell and issue one common share and the accompanying Class B Warrant to purchase one half of a common share at a price of $1.00. As the issuance under the 2024 Purchase Agreement was less than $2.00 per common share, the down round feature of the Class A Warrants was triggered on November 14, 2024 (the “Trigger date”) and the exercise price was reset from $3.00 per share to $2.00 per share. In accordance with ASC 260, Earnings per Share, on the Trigger date, the Company measured the difference between the fair values of the Class A Warrants using an exercise price of $3.00 per share and an exercise price of $2.00 per share. The fair values of the Class A Warrants on November 14, 2024, with an exercise price of $2.00 per share and an exercise price of $3.00 per share were $0.50 per warrant and $0.41 per warrant, respectively, and were estimated using Monte Carlo simulations based on the following assumptions: ​
​ | ​ | ​ | ​ | ​
​ |  | November 14, |
​ | ​ | 2024 |
Share price | ​ | $ | 0.96 | ​
Call price threshold | ​ | $ | 6.50 | ​
Volatility | ​ |  | 106.81 | %
Term (years) | ​ |  | 3.13 | ​
Risk-free rate | ​ |  | 4.21 | %
Dividend yield | ​ |  | 0.0 | %
​ The difference in the above-mentioned fair values was $0.09 per warrant, or $0.6 million in aggregate. In accordance with ASC 260, the difference in the fair values was considered to be a deemed dividend and was recorded as additional paid in capital on November 14, 2024. As at December 31, 2024, 6,230,770 Class A Warrants were outstanding. Class B Warrants As a part of the 2024 Registered Direct Offering (Note 13), the Company issued 7,450,000 Class B Warrants for the purchase of common shares at an exercise price of $2.00 per share. The Class B Warrants expire on November 14, 2029. The valuation of these Class B Warrants was determined using a Monte Carlo simulation. The Class B Warrants were valued on November 14, 2024 at a fair value of $0.60 per warrant. The fair value of the Class B Warrants was estimated using the following assumptions: ​
​ | ​ | ​ | ​ | ​
​ |  | November 14, |
​ | ​ | 2024 |
Exercise price | ​ | $ | 2.00 | ​
Share price | ​ | $ | 0.96 | ​
Call price threshold | ​ | $ | 5.00 | ​
Volatility | ​ |  | 109.38 | %
Term (years) | ​ |  | 5.00 | ​
Risk-free rate | ​ |  | 4.23 | %
Dividend yield | ​ |  | 0.0 | %
​ The Class B Warrants contain a call provision under which if the Volume Weighted Average Price “VWAP” for 30 consecutive trading days exceeds $5.00, and the warrant holder does not possess material non-public information provided by the Company, the Company may call for cancellation the unexercised warrants, offering $0.0001 per Warrant Share. If conditions for the call are met, the unexercised portion of these warrants will be cancelled ten trading days after the call notice is received. As the Class B Warrants had the same features as the above-mentioned Class A Warrants, the Company classified the Class B Warrants as equity (per ASC 815) and on November 14, 2024, recorded the fair value of the Class B Warrants amounting to $4.5 million as additional paid in capital. There were no exercises or redemptions of the Public Warrants, Private Warrants, Class A Warrants and Class B Warrants during the year ended December 31, 2024. As on December 31, 2024, 7,450,000 Class B Warrants were outstanding. On February 6, 2025, the Company received the final balance of committed funding and issued the remaining 2,500,000 Class B Warrants.

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