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Common Shares | 12 Months Ended
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Dec. 31, 2019
Common Shares |
Common Shares | 6. Common Shares Share Issuances During the years ended December 31, 2019 and 2018 we issued 429,963 and 856,154 Common Shares, respectively, in connection with the vesting of restricted share units (“RSUs”) and/or stock option exercises. Warrants Outstanding warrants are summarized in the following table:
|  |  |  | Weighted |  | Weighted |  |  |  |
|  |  |  | average |  | average |  |  |  |
|  | Warrants |  | exercise price |  | remaining life |  |  |  |
|  | outstanding |  | per share |  | (yrs.) |  | Intrinsic value |
As of December 31, 2017 |  | 6,514,625 |  | $ | 1.92 |  | 1.6 |  | $ | — |
As of December 31, 2018 |  | 6,514,625 |  | $ | 1.92 |  | 0.6 |  | $ | — |
Expired |  | (6,514,625) |  | $ | 1.92 |  |  |  | $ | — |
As of December 31, 2019 |  | — |  | $ | — |  | — |  | $ | — |
Stock-Based Compensation Under the Company’s stock option plan (the “Plan”), we may grant options to purchase Common Shares in the capital of the Company (“Common Shares”) to our directors, officers, employees and consultants. The maximum number of Common Shares that may be reserved for issuance under the Plan, together with all other stock-based compensation arrangements, which include RSUs currently outstanding under the Company’s long term equity incentive plan (“LTIP”) and deferred share units (“DSUs”) issuable pursuant to the Company’s deferred share unit plan (“DSU Plan”), is a variable number equal to 10% of the issued and outstanding Common Shares on a non-diluted basis at any one time. Any shares issued under these plans are newly issued shares. In 2018, the Company issued phantom units to be settled in cash. Options, RSUs, DSUs, and phantom units are granted from time to time at the discretion of the Board of Directors of the Company (the “Board”), with vesting periods and other terms as determined by the Board. Stock-based compensation expense for the years ended December 31, 2019 and 2018 is as follows:
|  |  |  | Year Ended December 31,
|  |  | 2019 |  | 2018 |  |
Stock options |  |  | $ | 194 |  | $ | 320 |  |
Restricted share units |  |  |  | 362 |  |  | 662 |  |
Deferred share units |  |  |  | 209 |  |  | — |  |
|  |  | $ | 765 |  | $ | 982 |  |
Phantom units |  |  | $ | 84 |  | $ | 23 |  |
As of December 31, 2019, unrecognized compensation expense for stock options, RSUs, and phantom units were $54, $357, and $79, respectively, which is expected to be recognized over weighted average periods of 0.6, 1.2, and 1.0 years, respectively. Stock Options A summary of stock option activity under the Plan as of December 31, 2019 and 2018 and changes during the period then ended is set forth in the following table:
|  |  |  |  |  | Weighted average |  |  |
|  |  |  | Weighted average |  | remaining |  | Aggregate |
|  | Number of |  | exercise price |  | contractual term |  | intrinsic |
|  | options |  | per option |  | (years) |  | value |
Outstanding - December 31, 2017 |  | 1,144,500 |  |  | 0.42 |  | 1.15 |  | $ | 346 |
Granted |  | 1,142,000 |  |  | 0.71 |  |  |  |  |  |
Exercised |  | (218,600) |  |  | 0.39 |  |  |  |  | 36 |
Cancelled/Forfeited |  | (748,751) |  |  | 0.36 |  |  |  |  | — |
Outstanding - December 31, 2018 |  | 1,319,149 |  | $ | 0.71 |  | 3.84 |  | $ | 1 |
Granted |  | 350,000 |  |  | 0.73 |  |  |  |  |  |
Exercised |  | (163,667) |  |  | 0.54 |  |  |  |  | 33 |
Cancelled/Forfeited |  | (16,667) |  |  | 0.75 |  |  |  |  | — |
Expired |  | (51,815) |  |  | 0.70 |  |  |  |  | 2 |
Outstanding - December 31, 2019 |  | 1,437,000 |  | $ | 0.73 |  | 3.49 |  | $ | 35 |
Exercisable - December 31, 2019 |  | 922,996 |  | $ | 0.74 |  | 3.38 |  | $ | 25 |
A summary of our unvested stock options as of December 31, 2019 and 2018 and changes during the period then ended is set forth in the following table:
|  |  |  |  |  |  | Weighted |
|  |  |  | Weighted |  | average |
|  |  |  | average |  | remaining |
|  |  |  | grant-date |  | amortization |
|  | Number of |  | fair value |  | period |
|  | options |  | per option |  | (years) |
Unvested - December 31, 2017 |  | 246,250 |  |  | 0.22 |  | 0.99 |
Granted |  | 1,142,000 |  |  | 0.45 |  |  |
Cancelled/Forfeited |  | (246,250) |  |  | 0.22 |  |  |
Vested |  | (382,331) |  |  | 0.45 |  |  |
Unvested - December 31, 2018 |  | 759,669 |  | $ | 0.45 |  | 1.14 |
Granted |  | 350,000 |  |  | 0.30 |  |  |
Cancelled/Forfeited |  | (35,000) |  |  | 0.43 |  |  |
Vested |  | (560,665) |  |  | 0.41 |  |  |
Unvested - December 31, 2019 |  | 514,004 |  | $ | 0.40 |  | 0.61 |
The fair value of stock options granted during the years ended December 31, 2019 and 2018 to employees, directors and consultants was estimated at the grant date using the Black-Scholes option pricing model using the following weighted-average assumptions:
|  | 2019 |  | 2018 |
Expected volatility |  | 61.1 | % |  | 76.2 | % |
Risk-free interest rate |  | 2.0 | % |  | 2.7 | % |
Expected life (years) |  | 2.8 |  |  | 5.0 |  |
Dividend yield |  | 0 | % |  | 0 | % |
Forfeiture assumption |  | 0 | % |  | 0 | % |
Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Expected price volatility is based on the historical volatility of our Common Shares. Changes in the subjective input assumptions can materially affect the fair value estimate. The expected term of the options granted represents the period of time that the options granted are expected to be outstanding using the simplified approach. The risk-free rate for the periods within the contractual term of the option is based on the U.S. Treasury yield curve in effect at the date of grant. Option Amendment In July 2018, the Company amended certain 2013 stock option agreements, expiring December 30, 2018 subject to the potential for a temporary extension under the terms of the Plan, for seven executives and directors (the “Option Amendment”). The amendment provided each grantee the opportunity to receive a cash buyout of certain vested, unexercised 2013 options in lieu of exercising the option to purchase shares. This cash buyout was based on the intrinsic value of each option at the time of the buyout as determined by the Company’s Compensation Committee prior to the buyout. As a result of this modification, the Company accounted for these options as awards classified as liabilities. The options were previously accounted for as awards classified as equity. The Company recognized no additional compensation expense in the year ended December 31, 2018. In December 2018, all options under the Option Amendment were settled with cash buyouts totaling $61 and the related options were cancelled. Restricted Share Units The following table summarizes the RSU activity under the LTIP as of December 31, 2019 and 2018 and changes during the years then ended:
|  |  |  | Weighted average |
|  | Number |  | grant-date fair |
|  | of RSUs |  | value per RSU |
Unvested - December 31, 2017 |  | 1,567,907 |  | $ | 0.85 |
Granted |  | 319,000 |  |  | 0.75 |
Cancelled/forfeited |  | (246,683) |  |  | 0.90 |
Vested, net of shares withheld |  | (637,554) |  |  | 0.88 |
Unvested - December 31, 2018 |  | 1,002,670 |  | $ | 0.78 |
Granted |  | 1,412,500 |  |  | 0.49 |
Cancelled/forfeited |  | (657,573) |  |  | 0.76 |
Vested, net of shares withheld |  | (266,296) |  |  | 0.84 |
Unvested - December 31, 2019 |  | 1,491,301 |  | $ | 0.51 |
During the years ended December 31, 2019 and 2018, the Company withheld shares equivalent to the value of employee withholding tax obligations which resulted from RSUs vesting in the period. Shares withheld are considered cancelled/forfeited. Under the LTIP, a portion of the RSU awards vest on a fixed future date provided the recipient continues to be affiliated with Vista on that date. Other RSU awards vest subject to certain performance and market criteria, including the accomplishment of certain corporate objectives and the Company’s share price performance. Of the unvested RSUs, approximately 32% could vest based on a fixed future date, approximately 25% and 43% could vest on performance and market criteria respectively. The minimum vesting period for RSUs is one year. In May 2019, the Company’s shareholders approved an amendment to the LTIP such that non-employee directors are excluded from future grants under the LTIP. Deferred Share Units In May 2019, the Company’s shareholders approved the DSU Plan. The DSU Plan provides for granting of DSUs to non-employee directors. DSUs vest immediately, however the Company will issue one Common Share for each DSU only after the non-employee director has ceased to be a director of the Company. At the time the DSU Plan was approved, the Board granted 366,000 DSUs and the Company recognized $209 in DSU expense. The following table summarizes the DSU activity under the DSU Plan as of December 31, 2019 and changes during the year then ended:
|  |  |  | Weighted average |
|  | Number of |  | grant-date fair |
|  | DSUs |  | value per DSU |
Outstanding - December 31, 2018 |  | — |  | — |
Granted |  | 366,000 |  | 0.57 |
Outstanding - December 31, 2019 |  | 366,000 |  | 0.57 |
Phantom Units During the year ended December 31, 2018, the Company granted a total of 265,000 phantom units to certain employees. The value of each unit is equal to the Company’s share price on the vesting date and is payable in cash. The phantom units vest on fixed future dates provided the recipient continues to be affiliated with Vista on those dates. Unrecognized compensation expense on these units is based on the Company’s stock price at year end. The Company accounts for these units as awards classified as liabilities with $26 and $23 included in current liabilities as of December 31, 2019 and 2018, respectively. The Company recognized $84 and $23 of compensation expense for these units in the years ended December 31, 2019 and 2018, respectively. The Company paid $81 for phantom units which vested during the year ended December 31, 2019. A summary of unvested phantom units as of December 31, 2019 is set forth in the following table:
|  |  |  | Weighted average |
|  |  |  | remaining |
|  | Number of |  | vesting term |
|  | phantom units |  | (years) |
Unvested - December 31, 2017 |  | — |  |  |
Granted |  | 265,000 |  |  |
Unvested - December 31, 2018 |  | 265,000 |  | 1.50 |
Cancelled/forfeited |  | (32,667) |  |  |
Vested |  | (88,333) |  |  |
Unvested - December 31, 2019 |  | 144,000 |  | 1.00 |
Weighted Average Common Shares
|  | At December 31, |
|  | 2019 |  | 2018 |
Basic Common Shares |  | 100,533,448 |  | 99,738,461 |
Effect of dilutive stock-based awards |  | — |  | — |
Diluted Common Shares |  | 100,533,448 |  | 99,738,461 |
Stock options to purchase 1,437,000 Common Shares, unvested RSUs representing 1,491,301 Common Shares, and vested DSUs representing 366,000 unissued Common Shares were outstanding at December 31, 2019 but were not included in the computation of diluted weighted average Common Shares outstanding because their effect would have been anti-dilutive. Stock options to purchase 1,319,149 Common Shares, unvested RSUs representing 1,002,670 Common Shares, and 6,514,625 warrants to purchase Common Shares were outstanding at December 31, 2018 but were not included in the computation of diluted weighted average Common Shares outstanding because their effect would have been anti-dilutive. During November 2017, the Company entered into an at-the-market offering agreement (the “ATM Agreement”) with H. C. Wainwright & Co., LLC (“Wainwright”), under which the Company may, but is not obligated to, issue and sell Common Shares through Wainwright as sales manager in an at-the-market offering under a prospectus supplement to a base shelf prospectus for aggregate sales proceeds of up to $10,000 (the “ATM Program”). The ATM Agreement will remain in full force and effect until the earlier of August 31, 2020, or the date that the ATM Agreement is terminated in accordance with the terms therein. Offers or sales of Common Shares under the ATM Program will be made only in the United States and no offers or sales of Common Shares under the Agreement will be made in Canada. The Common Shares will be distributed at the market prices prevailing at the time of sale. As a result, prices of the Common Shares sold under the ATM Program may vary during any period of distribution. At December 31, 2019 and December 31, 2018 no offers or sales had been made under the ATM Program.

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