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Common Shares

3 Months Ended

Mar. 31, 2021

Common Shares

6. Common Shares

Equity Financing

Vista previously 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 of the Company (“Common Shares”) through Wainwright for aggregate sales proceeds of up to $10,000 (the “ATM Program”). No securities will be offered in Canada under the ATM Agreement. The ATM Agreement was amended in June 2020 to remain in force until terminated by either party. During the three months ended March 31, 2021 the Company sold 405,800 Common Shares under the ATM Program for net proceeds of $434, of which $15 was settled in April 2021. No offers or sales were made under the ATM Program during the three months ended March 31, 2020. Each sale under the ATM Agreement was made pursuant to an “at the market offering” as defined in Rule 415 under the United States Securities Act of 1933, as amended.

Stock-Based Compensation

The Company’s stock-based compensation plans include: restricted share units (“RSUs”) issuable pursuant to the Company’s long-term equity incentive plan (“LTIP”), deferred share units (“DSUs”) issuable pursuant to the Company’s deferred share unit plan (“DSU Plan”) and stock options (“Stock Options”) issuable under the Company’s stock option plan (the “Plan”). Stock-based compensation may be issued to our directors, officers, employees and consultants. The maximum number of Common Shares that may be reserved for issuance under the combined stock-based compensation plans is a variable number equal to 10% of the issued and outstanding Common Shares on a non-diluted basis at any one time. Vista also issued phantom units in 2018 to be settled in cash over a three-year term. Stock-based compensation and phantom units may be granted from time to time at the discretion of the Board of Directors of the Company (the “Board”), with vesting provisions as determined by the Board.

Stock-based compensation expense (income) was:


				Three Months Ended March 31,
			2021			2020
RSUs			$	206		$	151
DSUs				212			209
Stock Options				3			30
			$	421		$	390

Phantom units			$	18		$	(1)

As of March 31, 2021, unrecognized compensation expense for RSUs and phantom units was $779 and $19, respectively, which is expected to be recognized over weighted average periods of 1.5 and 0.3 years, respectively.

Restricted Share Units

The following table summarizes RSU activity:


				Weighted Average
		Number		Grant-Date Fair
		of RSUs		Value Per RSU
Unvested - December 31, 2019		1,491,301		$	0.51
Granted		1,609,000			0.41
Cancelled/forfeited		(237,853)			0.60
Vested, net of shares withheld		(395,446)			0.63
Unvested - December 31, 2020		2,467,002		$	0.42
Granted		891,000			0.76
Cancelled/forfeited		(212,445)			0.56
Vested, net of shares withheld		(421,219)			0.55
Unvested - March 31, 2021		2,724,338		$	0.50

During the three months ended March 31, 2021, the Company withheld Common Shares with an equivalent value to meet employee withholding tax obligations of $194 that resulted upon vesting of RSUs during the period. No RSU vesting events occurred during the three months ended March 31, 2020. Common Shares withheld are considered cancelled/forfeited.

Deferred Share Units

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 ceases to be a director of the Company. In February 2021, the Board granted 204,000 DSUs and the Company recognized $212 in DSU expense. In March 2020, the Board granted 360,000 DSUs and the Company recognized $209 in DSU expense.

The following table summarizes DSU activity:



					Weighted Average
		Number of			Grant-Date Fair
		DSUs			Value per DSU
Unvested - December 31, 2019		366,000		$	0.57
Granted		360,000			0.58
Outstanding - December 31, 2020		726,000		$	0.57
Granted		204,000			1.04
Outstanding - March 31, 2021		930,000		$	0.68

Stock Options

The following table summarizes option activity:


							Weighted Average
				Weighted Average			Remaining		Aggregate
		Number of		Exercise Price			Contractual Term		Intrinsic
		Options		Per Option			(Years)		Value
Outstanding - December 31, 2019		1,437,000		$	0.73		3.49		$	35
Granted		50,000			0.51
Exercised		(50,000)			0.75					9
Cancelled/Forfeited		(70,000)			1.02					—
Outstanding - December 31, 2020		1,367,000		$	0.71		2.63		$	507
Outstanding - March 31, 2021		1,367,000		$	0.71		2.39		$	479

Exercisable - March 31, 2021		1,333,667		$	0.71		2.37		$	467

The following table summarizes unvested option activity:


							Weighted
				Weighted			Average
				Average			Remaining
				Grant-Date			Amortization
		Number of		Fair Value			Period
		Options		Per Option			(Years)
Unvested - December 31, 2019		514,004		$	0.40		0.61
Granted		50,000			0.20
Vested		(530,671)			0.38
Unvested - December 31, 2020		33,333		$	0.31		0.25
Unvested - March 31, 2021		33,333		$	0.31		0.01

Phantom Units

The following table summarizes phantom units activity:


				Weighted Average
				Remaining
		Number of		Vesting Term
		Phantom Units		(Years)
Unvested - December 31, 2019		144,000		1.00
Vested		(72,000)
Unvested - December 31, 2020		72,000		0.50
Unvested - March 31, 2021		72,000		0.25