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Common Stock and Warrants | 12 Months Ended
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Dec. 31, 2018
Equity [Abstract] |
Common Stock and Warrants |
3. | COMMON STOCK AND WARRANTS
On June 28, 2018, at the Company’s 2018 Annual Meeting of Shareholders, the Company’s shareholders approved the Company’s reincorporation from the state of Wyoming to the state of Delaware. On July 20, 2018, the Company completed its reincorporation from Wyoming to the state of Delaware. As a result, following the Company’s reincorporation, the Company’s authorized capital stock pursuant to its Delaware charter consists of 150,000,000 authorized shares of common stock, at a par value per share of $0.001 and 10,000,000 authorized shares of preferred stock at a par value per share of $0.001. Holders of common stock are entitled to vote at any meeting of the Company’s stockholders on the basis of one vote per share of common stock owned as of the record date of such meeting. Each share of common stock entitles the holder to receive dividends, if any, as declared by the directors. No dividends have been declared since inception of the Company through December 31, 2018. In the event of a liquidation, dissolution or winding-up of the Company, other distribution of assets of the Company among its stockholders for the purposes of winding-up its affairs or upon a reduction of capital, the stockholders shall, share equally, share for share, in the remaining assets and property of the Company. On April 18, 2016, the Company closed its short form prospectus offering in Canada and a concurrent U.S. private placement (the “April 2016 Offering”) of units (the “Units”) with gross proceeds to the Company of $7.2 million through the issuance of Units at a price of CAD$5.00 per Unit. Each Unit consists of one share of common stock in the capital of the Company (a “Common Share’) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each warrant entitles the holder thereof to acquire one additional Common Share at an exercise price of CAD$7.50 on or before April 18, 2019. Mackie Research Capital Corporation (the “Agent”) acted as agent and sole bookrunner in connection with the April 2016 Offering. The Company paid the Agent a cash commission of $0.3 million and has granted to the Agent compensation options exercisable to purchase 87,210 Units at an exercise price of CAD$5.00 per Unit for a period of 24 months from the closing of the April 2016 Offering. The Company incurred other cash issuance costs of $1.1 million related to this offering. As of December 31, 2018, all remaining outstanding compensation options had been cancelled due to their expiration. On May 2, 2016, the Company closed the sale of the additional units issued pursuant to the exercise of the over-allotment option granted to the Agent in connection with the April 2016 Offering. The April 2016 Offering was made pursuant to a short form prospectus filed with the securities regulatory authorities in each of the provinces of Canada, except Québec. Pursuant to the exercise of the over-allotment option, the Company issued an additional 218,025 units at a price of CAD$5.00 per unit for additional gross proceeds to the Company of $0.9 million, bringing the total aggregate gross proceeds to the Company under the Offering to $8.1 million. Each over-allotment unit consisted of one share of common stock in the capital of the Company and one-half of one Common Share purchase warrant. Each over-allotment warrant entitles the holder thereof to acquire one additional over-allotment Common Share at an exercise price of CAD$7.50 on or before April 18, 2019. In connection with the closing of the over-allotment option, the Company paid the Agent a cash commission of $0.1 million and granted to the Agent compensation options exercisable to purchase 13,081 over-allotment units at an exercise price of CAD$5.00 per unit for a period of 24 months from the over-allotment closing. As of December 31, 2018, all remaining outstanding compensation options had been cancelled due to their expiration. For the year ended December 31, 2018, the Company recorded a $0.1 million gain in change in fair value of derivative financial instruments due to the expiration of both the April 18, 2016 and May 2, 2016 compensations options. The proceeds from the April 2016 Offering were allocated on a relative fair value basis between the common stock and the warrants issued. The warrants issued in connection with the April 2016 Offering were classified within equity in the Company’s consolidated balance sheets. These warrants were recorded in additional paid-in capital in the Company’s consolidated balance sheets at their fair value. As discussed in Note 1, due to the change in the Company’s functional currency, as of April 1, 2018, these warrants were reclassified to liabilities as derivative financial instruments on the Company’s consolidated balance sheet as they are now priced in a currency other than the Company’s functional currency. This resulted in the Company recording a $4.7 million increase in derivative financial instruments and a $1.4 million reduction in additional paid-in capital on its consolidated balance sheet and a $3.3 million loss related to the change in fair value of derivative financial instruments on its consolidated statement of operations and comprehensive loss. The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants granted in the April 2016 Offering using the Black-Scholes option pricing model as of the grant date and as of April 1, 2018 and December 31, 2018:
|  | December 31, 2018 |  |  | April 1, 2018 |  |  | Grant Date |
Stock price |  | CAD$12.80 |  |  | CAD$12.87 |  |  | CAD$5.45 |
Exercise price |  | CAD$7.50 |  |  | CAD$7.50 |  |  | CAD$7.50 |
Warrant term |  | 0.30 years |  |  | 1.05 years |  |  | 3.0 years |
Expected volatility |  |  | 83.56 | % |  |  | 71.13 | % |  |  | 83.83 | %
Risk-free interest rate |  |  | 1.64 | % |  |  | 1.60 | % |  |  | 0.60 | %
Dividend rate |  |  | 0.00 | % |  |  | 0.00 | % |  |  | 0.00 | %
On February 16, 2017, the Company completed an underwritten registered public offering and issued an aggregate of 1,311,000 shares of common stock for gross proceeds of $9.2 million. The Company incurred cash issuance costs of $1.2 million in connection with this offering. In June 2017, the Company completed a non-brokered private placement of 800,000 shares of common stock for gross proceeds of $5.4 million. The Company incurred approximately $9 thousand in share issuance cost related to the private placement. In December 2017, the Company completed a three-tranche non-brokered private placement (the “December 2017 financing”) for an aggregate of 646,016 units for gross proceeds of approximately $6.3 million. Each unit consisted of one share of common stock and one share purchase warrant, and was sold at a price of $9.80 per unit. Each warrant entitles the holder to acquire one additional share of common stock and is exercisable over a period of 36 months following the respective closing of the December 2017 financing at an exercise price of $12.25 per warrant share. The first tranche, which closed on December 22, 2017, was for 270,915 units for which the Company received gross proceeds of approximately $2.6 million. The second tranche, which closed on December 28, 2017, was for 171,020 units for which the Company received approximately $1.7 million, while the third tranche, which closed on December 29, 2017, was for 204,081 units for which the Company received $2.0 million. The Company paid $0.1 million in share issuance costs related to the December 2017 financing. As a result of the change in the Company’s functional currency, these warrants have been reclassified from liabilities as derivative financial instruments to additional paid-in capital in the Company’s consolidated balance sheet. As of April 1, 2018, $2.5 million, was reclassified from derivative financial instruments to additional paid-in capital, representing the fair value of warrants having USD$ exercise prices. There was no impact to the Company’s consolidated statement of operations and comprehensive loss as a result of this reclassification as the fair value of these warrants on April 1, 2018, was the same as of March 31, 2018, the most recent date that the fair value of these warrants was re-measured. The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants granted in the December 2017 financing using the Black-Scholes option pricing model as of the grant dates and on April 1, 2018.
|  | April 1, 2018 |  |  | December 29, 2017 |  |  | December 28, 2017 |  |  | December 22, 2017 |
Stock price |  | $ | 10.11 |  |  | $ | 12.32 |  |  | $ | 12.45 |  |  | $ | 10.60 |
Exercise price |  | $ | 12.25 |  |  | $ | 12.25 |  |  | $ | 12.25 |  |  | $ | 12.25 |
Warrant term |  | 2.7 years |  |  | 3.0 years |  |  | 3.0 years |  |  | 3.0 years |
Expected volatility |  |  | 65.40 | % |  |  | 60.24 | % |  |  | 60.24 | % |  |  | 60.24 | %
Risk-free interest rate |  |  | 2.39 | % |  |  | 1.98 | % |  |  | 2.00 | % |  |  | 2.01 | %
Dividend rate |  |  | 0.00 | % |  |  | 0.00 | % |  |  | 0.00 | % |  |  | 0.00 | %
On April 13, 2018, the Company issued 2,141,900 shares of its common stock and warrants to purchase 2,141,900 shares of the Company’s common stock in an underwritten public offering at a price of $7.47 per share and accompanying warrant. Gross proceeds from the offering were approximately $16.0 million. On April 24, 2018, the Company closed on the sale of an additional 321,285 shares of its common stock and warrants pursuant to the exercise of the over-allotment option (collectively the “April 2018 offering”) granted to the underwriters in connection with the offering at a price of $7.47 per share and accompanying warrants. Gross proceeds from the exercise of the over-allotment option was $2.4 million. BTIG, LLC and Echelon Wealth Partners acted as joint book-running managers for the April 2018 Offering. The Company paid approximately $1.1 million in underwriting discounts and commissions and incurred offering expenses of approximately $1.0 million in connection with the April 2018 Offering, resulting in net proceeds of $16.3 million from the April 2018 offering. The underwriting discounts and commissions and offering expenses were allocated between share issuance costs and expenses based on the relative fair values of common stock and warrants issued in connection with the April 2018 Offering, resulting in the recording of approximately $0.8 million of expenses in the Company’s consolidated statement of operations and comprehensive loss. The fair value of these warrants at issuance was approximately $7.4 million. Each warrant issued in connection with the April 2018 offering entitles the holder to acquire one additional share of common stock at an exercise price of CAD$12.25 per share on or before April 10, 2021. Pursuant to the guidance of ASC 815 Derivatives and Hedging, the Company has determined that warrants issued in connection with the April 2018 offering should be accounted for as liabilities as the ability to maintain an effective registration is outside of the Company’s control and that it may be required to settle the exercise of the warrants in cash and because, as a result of the change in the Company’s functional currency (see Note 2), the exercise prices of these warrants are in a currency other than the Company’s functional currency. Consequently, the Company determined the fair value of each warrant issuance using the Black-Scholes option-pricing model, with the remainder of the proceeds allocated to the common shares. As of December 31, 2018, 70,900 warrants had been exercised for gross proceeds of CAD$0.9 million. The following table summarizes the weighted average assumptions used in estimating the fair value of the warrants granted in the April 2018 Offering using the Black-Scholes option pricing model as of the date of the initial closing of the offering and the date of the closing of the over-allotment option, as well as of December 31, 2018.
|  | December 31, 2018 |  |  | April 24, 2018 |  |  | April 13, 2018 |
Stock price |  | CAD $12.80 |  |  | CAD $10.76 |  |  | CAD $9.85 |
Exercise price |  | CAD $12.25 |  |  | CAD $12.25 |  |  | CAD $12.25 |
Warrant term |  | 2.28 years |  |  | 3.0 years |  |  | 3.0 years |
Expected volatility |  |  | 71.99 | % |  |  | 64.49 | % |  |  | 64.20 | %
Risk-free interest rate |  |  | 1.86 | % |  |  | 2.02 | % |  |  | 1.99 | %
Dividend rate |  |  | 0.00 | % |  |  | 0.00 | % |  |  | 0.00 | %
On November 19, 2018, the Company issued 2,121,212 shares of its common stock in an underwritten public offering at a price of $8.25 per share. Gross proceeds from the offering were $17.5 million. On November 2018, the Company closed on the sale of an additional 318,182 shares of its common stock pursuant to the exercise of the over-allotment option (collectively the “November 2018 offering”) granted to the underwriters in connection with the offering at a price of $8.25 per share. Gross proceeds from the exercise of the over-allotment option was $2.6 million. BTIG LLC and Oppenheimer & Co acted as joint book-running managers for the November 2018 offering. The Company paid approximately $1.2 million in underwriting discounts and commissions and incurred offering expenses of approximately $0.7 million, of which $0.1 million was accrued as of December 31, 2018, resulting in net proceeds of $18.3 million. The following table summarizes the activities of warrants that the Company accounts for as liabilities and records as derivative financial instruments for the years ended December 31, 2018 and 2017 (amounts in thousands):
|  | Year Ended December 31, |
|  | 2018 |  |  | 2017 |
Fair value of warrants at beginning of year |  | $ | 6,941 |  |  | $ | 2,857 |
Issuance of warrants |  |  | 7,372 |  |  |  | 3,016 |
Exercise of warrants |  |  | (3,012 | ) |  |  | (1,200 | )
Fair value of previously classified equity warrants |  |  | 5,049 |  |  |  | — |
Fair value of previously classified liability warrants reclassified to additional paid-in capital |  |  | (2,478 | ) |  |  | — |
Foreign exchange gains |  |  | (872 | ) |  |  | — |
Change in fair value of warrants during the year |  |  | 769 |  |  |  | 2,268 |
Fair value of warrants at end of year |  | $ | 13,769 |  |  | $ | 6,941 |
These warrants, which are classified as derivative financial instruments in the Company’s consolidated balance sheets are required to be re-measured at each reporting period, with the change in fair value recorded as a gain or loss in the change of fair value of derivative financial instruments, included in other income (expense) in the Company’s consolidated statements of operations and comprehensive loss. The fair value of the warrants will continue to be classified as a liability until such time as they are exercised, expire or there is an amendment to the respective agreements that renders these financial instruments to be no longer classified as such. The fair value of all warrants classified as derivative financial instruments outstanding as of December 31, 2018 and 2017 were estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:
|  | As of December 31, |
|  | 2018 |  |  | 2017 |
Stock price |  | CAD$12.80 |  |  | CAD$12.32 |
Exercise price |  | CAD$10.89 |  |  | CAD$10.25 |
Warrant term |  | 1.71 years |  |  | 1.91 years |
Expected volatility |  |  | 75.31 | % |  |  | 62.20 | %
Risk-free interest rate |  |  | 1.80 | % |  |  | 1.83 | %
Dividend rate |  |  | 0.00 | % |  |  | 0.00 | %
The following is a summary of warrant activity during the years ended December 31, 2018 and 2017:
|  | Number of Warrants (by currency denomination of exercise price) |  |  | Weighted-Average Exercise Price |
|  | CAD$ |  |  | USD$ |  |  | CAD$ |  |  | USD$ |
Outstanding as of December 31, 2016 |  |  | 1,111,530 |  |  |  | 905,721 |  |  | $ | 7.30 |  |  | $ | 8.10 |
Granted |  |  | 25,063 |  |  |  | 646,016 |  |  |  | 7.50 |  |  |  | 12.25 |
Exercised |  |  | (125,088 | ) |  |  | (208,333 | ) |  |  | 6.50 |  |  |  | 7.20 |
Outstanding as of December 31, 2017 |  |  | 1,011,505 |  |  |  | 1,343,404 |  |  |  | 7.38 |  |  |  | 10.25 |
Granted |  |  | 2,476,843 |  |  |  | — |  |  |  | 12.22 |  |  |  | — |
Expired |  |  | (22,699 | ) |  |  | (136,528 | ) |  |  | 5.00 |  |  |  | 15.00 |
Exercised |  |  | (112,665 | ) |  |  | (555,556 | ) |  |  | 9.88 |  |  |  | 6.75 |
Outstanding and exercisable as of December 31, 2018 |  |  | 3,352,984 |  |  |  | 651,320 |  |  | $ | 10.89 |  |  | $ | 12.24 |
The following table summarizes the Company’s warrants outstanding and exercisable as of December 31, 2018:
Number of Warrants Outstanding |  |  | Exercise Price |  | Expiration Date
| 3,795 |  |  | US$10.75 |  | June 26, 2020
| 1,509 |  |  | US$10.75 |  | July 17, 2020
| 960,699 |  |  | CAD$7.50 |  | April 18, 2019
| 270,915 |  |  | US$12.25 |  | December 22, 2020
| 171,020 |  |  | US$12.25 |  | December 28, 2020
| 204,081 |  |  | US$12.25 |  | December 29, 2020
| 2,392,285 |  |  | CAD$12.25 |  | April 21, 2021
| 4,004,304 |  |  |  |  |

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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