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Stockholders’ Deficiency | 6 Months Ended | 12 Months Ended
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Jun. 30, 2024 | Dec. 31, 2023
Stockholders’ Deficiency [Abstract] |  |
STOCKHOLDERS’ DEFICIENCY | NOTE 9 — STOCKHOLDERS’ DEFICIENCY Authorized Share Capital The Company is authorized to issue the following share capital: • Unlimited common voting shares without par value (“Common Share”) • Unlimited Class A restricted voting shares without par value (“Restricted Share”) • Unlimited Class B Preferred Series A voting shares with a par value of $0.25 per share, convertible on a 1:1 basis into Common Share (“Class B Preferred Share”) Issued Share Capital During the six months ended June 30, 2024, the Company issued the following shares: • On January 19, 2024, the Company completed the fifth closing of the Q2 2023 PP by issuing 16,965,762 units at a price of $0.22 for total gross proceeds of $3,732,469 (“Q2 2023 PP Tranche 5”). Each unit consists of one Common Share and one warrant with each warrant entitling the holder to purchase an additional Common Share of the Company at the initial pricing of $0.31 per share until January 19, 2027. In connection with the closing of Q2 2023 PP Tranche 5, the Company paid cash commissions of $391,178, incurred legal fees of $14,575, and issued 1,037,330 agents warrants with an estimated fair value of $582,245. Each agent warrant is exercisable into one Common Share of the Company at an exercise price of $0.31 until January 19, 2027. • Issued 14,558,285 Common Shares valued at $3,202,823 in accordance with the Spartan Consulting Agreement (defined in Note 11) of which $928,874 was included in share issuance costs and $2,273,949 was included in general and administrative expenses. • Issued 192,500 Common Shares in connection with the cashless exercise of 80,340 Common Share options with an exercise price of CAD$0.22 per share and 192,500 Common Share options with an exercise price of $0.28 per share; 80,340 Common Shares were surrendered. As a result, the Company transferred $36,751 from additional paid-in capital to share capital. • Issued 400,000 Common Shares for the exercise of 400,000 warrants at a price of $0.40 per share for total proceeds of $160,000. • Issued 180,000 Common Shares for the exercise of 180,000 ACI Canada legacy performance options at a price of $0.01 per share for total proceeds of $1,800. As a result, the Company transferred $89,631 from additional paid-in capital to share capital. During the year ended December 31, 2023, the Company issued the following shares: • Issued 23,747,648 private placement units at a price of CAD$0.255 for total proceeds of $4,506,055 (CAD$6,055,650) with each unit consisting of one Common Share and one warrant exercisable at a price of CAD$0.39 per warrant for a term of five years from the closing date (“Q1 2023 PP”). The Q1 2023 PP was completed through the closing of two tranches: one in February 2023 and one in March 2023. In connection with the Q1 2023 PP, the Company paid cash commissions of $172,480, incurred legal fees of $15,428, and issued 2,129,566 Common Shares and 324,642 agents warrants with an estimated fair value of $618,004 and $73,018, respectively. Each agent warrant is exercisable into one Common Share of the Company at an exercise price of CAD$0.39 for a term of 5 years. • Issued 2,700,000 Common Shares for the exercise of 2,700,000 ACI Canada legacy performance options at a price of $0.01 per share for total proceeds of $27,000. As a result, the Company transferred $1,344,480 from additional paid-in capital to share capital. • On May 30, 2023, the Company announced a private placement offering to raise gross proceeds of $6,500,000 at $0.22 per unit (“Q2 2023 PP”). Each unit initially consisted of one common share and one-half of a warrant with each whole warrant entitling the holder to purchase an additional Common Share of the Company at $0.31 per share for a period of three years from the closing date. The aggregate proceeds may be increased by 30% to accommodate any overallotment. In accordance with the Q2 2023 PP, the Company has agreed to pay the finder (“Spartan”) cash commissions of 10% of the gross proceeds, issue finder’s warrants equal to 10% of the number of the warrants issued to investors, in each case excluding investors on the Company’s president’s list, and pay Spartan a non-accountable expense fee equal to 5% of the gross proceeds of the Q2 2023 PP excluding the president’s list. • On August 31, 2023, the Company completed an initial closing of the Q2 2023 PP by issuing 6,114,058 units at a price of $0.22 for total proceeds of $1,345,093 (“Q2 2023 PP Tranche 1”). Each unit consisted of one Common Share and one half of a warrant with each whole warrant entitling the holder to purchase an additional Common Share of the Company at the initial pricing of $0.31 per share until August 31, 2026. In connection with the Q2 2023 PP Tranche 1, the Company paid cash commissions of $180,051, incurred legal fees of $28,334, and issued 272,803 agents warrants with an estimated fair value of $44,292. Each agent warrant is exercisable into one Common Share of the Company at an exercise price of $0.31 until August 31, 2026. • On October 16, 2023, the Company completed the second closing of the Q2 2023 PP by issuing 1,596,830 units at a price of $0.22 for total gross proceeds of $351,303 (“Q2 2023 PP Tranche 2”). Each unit consists of one Common Share and one-half of a warrant with each whole warrant entitling the holder to purchase an additional Common Share of the Company at the initial pricing of $0.31 per share until October 16, 2026. In connection with the closing of Q2 2023 PP Tranche 2, the Company paid cash commissions of $51,600, incurred legal fees of $5,371, and issued 78,181 agents warrants with an estimated fair value of $10,199. Each agent warrant is exercisable into one Common Share of the Company at an exercise price of $0.31 until October 16, 2026. • On November 8, 2023, the Company completed the third closing of the Q2 2023 PP by issuing 4,590,903 units at a price of $0.22 for total gross proceeds of $1,009,999 (“Q2 2023 PP Tranche 3”). Each unit consists of one Common Share and one-half of a warrant with each whole warrant entitling the holder to purchase an additional Common Share of the Company at the initial pricing of $0.31 per share until November 8, 2026. In connection with the closing of Q2 2023 PP Tranche 3, the Company paid cash commissions of $151,500, incurred legal fees of $10,501, and issued 229,544 agents warrants with an estimated fair value of $24,692. Each agent warrant is exercisable into one Common Share of the Company at an exercise price of $0.31 until November 8, 2026. On December 4, 2023, the Company amended the terms of the Q2 2023 PP. Each unit was amended to consist of one common share and one warrant. Each warrant will entitle the holder to purchase an additional common share of the Company at $0.31 per share for a period of three years from the closing date. • On December 22, 2023, the Company completed the fourth closing of the Q2 2023 PP by issuing 9,141,534 units at a price of $0.22 for total gross proceeds of $2,011,137 (“Q2 2023 PP Tranche 4”). Each unit consists of one Common Share and one warrant with each warrant entitling the holder to purchase an additional Common Share of the Company at the initial pricing of $0.31 per share until December 22, 2026. In connection with the closing of Q2 2023 PP Tranche 4, the Company paid cash commissions of $238,515 and issued 722,771 agents warrants with an estimated fair value of $249,965. Each agent warrant is exercisable into one Common Share of the Company at an exercise price of $0.31 until December 22, 2026. • All 7,000,000 previously outstanding Restricted Shares were converted to Common Shares on August 29, 2023, for $nil proceeds. • 165,000 Common Shares in connection with the cashless exercise of 165,000 Common Share options with an exercise price of CAD$0.22 per share; 86,101 Common Shares were surrendered. As a result, the Company transferred $80,039 from additional paid-in capital to share capital. Escrow Shares As of June 30, 2024, and December 31, 2023, the Company had nil and 11,502,874 Common Shares and nil and 2,857,432 Class B Preferred Shares, respectively, held in escrow. Warrants During the six months ended June 30, 2024, the Company issued the following warrants: • 16,965,762 warrants with an exercise price of CAD$0.31 and expiry of January 19, 2027, in connection with the Q2 2023 PP Tranche 5. • 1,037,330 warrants with an exercise price of $0.31 and an expiry of January 19, 2027, to the agents of the Company’s Q2 2023 PP Tranche 5. The warrants were valued at $582,245 using the Black Scholes option-pricing model with the following assumptions: expected life of 3 years, volatility of 101.01%, discount rate of 3.77%, and a dividend yield of $nil. The schedule of activity for the warrants is as follows:
|  | Number of Warrants |  | Weighted Average Exercise Price (as converted) |  | Remaining Contractual Term (Years)
Balance, December 31, 2022 |  | 15,981,290 |  |  | $ | 1.15 |  | 0.84
Issued |  | 40,668,011 |  |  |  | 0.30 |  | —
Expired |  | (12,919,507 | ) |  |  | 1.36 |  | —
Balance, December 31, 2023 |  | 43,729,794 |  |  | $ | 0.31 |  | 3.43
Issued |  | 18,003,092 |  |  |  | 0.31 |  | —
Exercised |  | (400,000 | ) |  |  | 0.40 |  |
Balance, June 30, 2024 |  | 61,332,886 |  |  | $ | 0.30 |  | 2.50
A summary of the warrants outstanding and exercisable as of June 30, 2024, is as follows:
Warrants Outstanding |  | Exercise Price |  | Expiry Date
2,661,783 |  | $ | 0.40 |  |  | August 30, 2024
3,329,828 |  | $ | 0.31 |  |  | August 31, 2026
876,595 |  | $ | 0.31 |  |  | October 16, 2026
2,524,993 |  | $ | 0.31 |  |  | November 8, 2026
9,864,305 |  | $ | 0.31 |  |  | December 22, 2026
18,003,092 |  | $ | 0.31 |  |  | January 19, 2027
14,640,221 |  | $ | 0.289 |  |  | February 16, 2028
2,155,000 |  | $ | 0.28 (CAD$0.39 | ) |  | February 16, 2028
719,904 |  | $ | 0.28 (CAD$0.39 | ) |  | March 15, 2028
6,557,165 |  | $ | 0.283 |  |  | March 15, 2028
61,332,886 |  |  |  |  |  |
Warrant Liability a) Prior to August 31, 2023, the Company’s functional currency was the CAD, as such, the Company recorded a warrant liability on the warrants outstanding with USD exercise prices. This derivative liability was being revalued at each reporting period. The Company revalued its derivative liability upon the change in functional currency, which resulted in a loss on revaluation of $145,980 for the year ended December 31, 2023. Due to the change in functional currency on August 31, 2023, the derivative liability was measured at fair value using the Black-Scholes Option Pricing Model with a valuation date of August 31, 2023. The derivative liability of the Company on that date was $351,969, which upon reclassification, was charged to equity as an increase in reserves of $351,969.
Balance as of December 31, 2022 |  | $ | 205,989 |
Revaluation of derivative liability |  |  | 145,980 |
Reclassification of derivative liability per change in functional currency |  |  | (351,969 | )
Balance as of December 31, 2023 |  | $ | — |
A summary of the warrants with USD exercise prices outstanding and exercisable as of August 31, 2023, upon the change in functional currency was as follows:
Warrants Outstanding |  | Exercise Price |  | Expiry Date
3,061,783 |  | $ | 0.40 |  | August 30, 2024
3,057,025 |  | $ | 0.31 |  | August 31, 2026
6,118,808 |  |  |  |  |
The following weighted average assumptions were used in the Black-Scholes option-pricing model for the re-valuations for the warrants priced in USD as of August 31, 2023:
|  | August 31, 2023
Risk-free interest rate |  |  | 5.14 | %
Dividend yield |  |  | — |
Expected life (in years) |  |  | 1.00 |
Volatility |  |  | 131 | %
Weighted average fair value per warrant |  | $ | 0.16 |
b) On August 31, 2023, the Company’s functional currency changed to the USD from the CAD; as such, the Company recorded a derivative liability on the warrants outstanding with previously issued CAD exercises prices. This derivative liability is being revalued at each reporting period. As of August 31, 2023, the Company charged $4,541,545 to equity to reclassify the derivative liability for warrants with exercise prices denominated in CAD using the Black-Scholes Option Pricing Model. The initial reclassification resulted in a decrease in share capital $4,541,545. In December 2023, 11,777,336 warrants were re-priced from CAD to USD denominated exercise price which resulted in $4,025,102 of the derivative liability being reclassified to equity. During the six months ended June 30, 2024, 9,420,050 warrants were re-priced from CAD to USD denominated exercise price which resulted in $3,942,575 of the derivative liability being reclassified to equity. As of June 30, 2024, the Company revalued the derivative liability to $946,105 (December 31, 2023 – $4,455,747) and recorded a loss on revaluation of $432,933 for the six months ended June 30, 2024 (six months ended June 30, 2023 – $nil).
Balance as of December 31, 2022 |  | $ | — |
Reclassification of derivative liability per change in functional currency |  |  | 4,541,545 |
Revaluation of derivative liability |  |  | 3,939,304 |
Reclassification of derivative liability per change in exercise price |  |  | (4,025,102 | )
Balance as of December 31, 2023 |  | $ | 4,455,747 |
Revaluation of derivative liability |  |  | 432,933 |
Reclassification of derivative liability per change in exercise price |  |  | (3,942,575 | )
Balance as of June 30, 2024 |  | $ | 946,105 |
A summary of warrants not issued for services with CAD exercise prices outstanding and exercisable as of June 30, 2024, is as follows:
Warrants Outstanding |  | Exercise Price |  | Expiry Date
2,155,000 |  | $ | 0.28 (CAD$0.39 | ) |  | February 16, 2028
395,262 |  | $ | 0.28 (CAD$0.39 | ) |  | March 15, 2028
2,550,262 |  |  |  |  |  |
The following weighted average assumptions were used in the Black-Scholes option-pricing model for the re-valuations following the change in functional currency to USD as of June 30, 2024, and December 31, 2023:
|  | June 30, 2024 |  | December 31, 2023
Risk-free interest rate |  |  | 3.53 | % |  |  | 3.38 | %
Dividend yield |  |  | — |  |  |  | — |
Expected life (in years) |  |  | 3.64 |  |  |  | 4.15 |
Volatility |  |  | 86 | % |  |  | 87 | %
Weighted average fair value per warrant |  | $ | 0.37 |  |  | $ | 0.37 |
Share Options Common Share Options The Company’s 2023 Share Option Plan (the “2023 Option Plan”) for its officers, directors, employees and consultants was approved by stockholders on June 27, 2023. Pursuant to the 2023 Option Plan, the Company may grant non-transferable share options totaling in aggregate up to 20% of the Company’s issued and outstanding Common Shares and Restricted Shares, exercisable for a period of up to ten years from the date of grant, and at an exercise price that will not be lower than the greater of the last closing price for the Common Shares as quoted on the CSE: (i) on the trading day prior to the date of grant; and (ii) the date of grant. All options granted pursuant to the 2023 Option Plan will be subject to such vesting requirements as may be imposed by the Board. In the event of a Change of Control, as defined in the 2023 Option Plan, all unvested options will vest immediately. The 2022 Option Plan was previously adopted by the board and approved by stockholders on July 19, 2022, pursuant to which incentive share options were granted to certain directors, officers, employees and consultants (the “2022 Option Plan”). Under the 2022 Option Plan, the Company could grant non-transferable share options totaling in aggregate up to 10% of the Company’s issued and outstanding Common Shares, exercisable for a period of up to ten years from the date of grant, and at an exercise price which is not less than that permitted by the TSX-V. In connection with listing of the Common Shares on the CSE, the Company adopted the 2023 Option Plan and determined that the 2022 Option Plan be closed to new grants. The options outstanding under the 2022 Option Plan, issued prior to the adoption of the 2023 Option Plan (“2022 Options”) are not included in the maximum number of share options available for grant pursuant to the 2023 Option Plan and are not subject to the terms of the 2023 Option Plan; as such, the 2022 Options will continue to be governed by the 2022 Option Plan. The following weighted average assumptions were used in the Black-Scholes option-pricing model for the valuation of the Common Share options issued:
|  | June 30, 2024 |  | December 31, 2023
Risk-free interest rate |  | — |  |  | 3.12 | %
Expected life (in years) |  | — |  |  | 10 |
Volatility |  | — |  |  | 103 | %
Weighted average fair value per option |  | — |  | $ | 0.13 |
The following table summarizes the total amount of share-based compensation expense related to service conditions for Common Share options during the three and six months ended June 30, 2024, and 2023:
|  | For the three months ended |  | For the six months ended
|  | June 30, 2024 |  | June 30, 2023 |  | June 30, 2024 |  | June 30, 2023
Research and development |  | $ | 65,694 |  | $ | 177,735 |  | $ | 153,541 |  | $ | 248,743
General and administrative |  |  | 193,629 |  |  | 601,314 |  |  | 453,867 |  |  | 769,369
Total share-based compensation |  | $ | 259,323 |  | $ | 779,049 |  | $ | 607,408 |  | $ | 1,018,112
As of June 30, 2024, there was an unrecognized share-based compensation expense relating to service conditions for common share options of $581,391. Common share option activity is as follows:
|  | Number of Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Life (Years) |  | Aggregate Intrinsic Value(1)
Balance, December 31, 2022 |  | 5,506,071 |  |  |  | 0.61 |  | 8.47 |  |  | —
Granted |  | 16,190,000 |  |  |  | 0.16 |  | — |  |  |
Expired |  | (772,763 | ) |  |  | 0.68 |  | — |  |  |
Exercised(2) |  | (251,101 | ) |  |  | 0.17 |  | — |  |  |
Balance, December 31, 2023 |  | 20,672,207 |  |  | $ | 0.18 |  | 9.07 |  | $ | 9,975,524
Exercised(3) |  | (272,840 | ) |  |  | 0.19 |  | — |  |  |
Balance, June 30, 2024 |  | 20,399,367 |  |  | $ | 0.17 |  | 8.58 |  | $ | 6,939,458
Options exercisable, June 30, 2024 |  | 11,612,953 |  |  | $ | 0.18 |  | 8.35 |  | $ | 3,874,616
(1) The aggregate intrinsic values were calculated as the difference between the exercise price of the options and the closing price of the Company’s common share. The calculation excludes options with an exercise price higher than the closing price of the Company’s share on the reporting date. (2) In accordance with the Company’s 2023 Option Plan, option holders exercised 251,101 Common Share options on a cashless basis (net exercise) for the issuance of 165,000 Common Shares. (3) In accordance with the Company’s 2023 Option Plan, option holders exercised 272,840 Common Share options on a cashless basis (net exercise) for the issuance of 192,500 Common Shares. A summary of the Common Share options outstanding at June 30, 2024, is as follows:
Options Outstanding |  | Options Exercisable |  | Exercise Price |  | Expiry Date
39,154 |  | 39,154 |  | $ | 0.40 |  |  | June 1, 2029
39,154 |  | 39,154 |  | $ | 0.40 |  |  | July 22, 2030
2,600,000 |  | 2,455,555 |  | $ | 0.21 (CAD$0.28 | ) |  | August 3, 2031
940,000 |  | 940,000 |  | $ | 0.21 (CAD$0.28 | ) |  | December 20, 2031
215,000 |  | 215,000 |  | $ | 0.21 (CAD$0.28 | ) |  | February 14, 2032
257,500 |  | 126,250 |  | $ | 0.21 (CAD$0.28 | ) |  | April 11, 2032
450,000 |  | 413,192 |  | $ | 0.21 (CAD$0.28 | ) |  | May 31, 2032
15,858,559 |  | 7,447,354 |  | $ | 0.16 (CAD$0.22 | ) |  | June 8, 2033
20,399,367 |  | 11,612,953 |  |  |  |  |  |
ACI Canada Legacy Performance Options The Company retained ACI Canada’s share option plan whereby ACI Canada could grant share options to directors, officers, employees and consultants enabling them to acquire common shares. Options granted had a maximum term of ten years and the board of directors determined the vesting requirements. From time to time, the Company granted performance-based share options to management and consultants. These options vest based on the Company’s achievement of certain performance goals and operational metrics, as applicable, subject to continuous employment by each recipient. The following table summarizes the total amount of share-based compensation expense related to performance conditions for ACI Canada legacy performance options during the three and six months ended June 30, 2024, and 2023:
|  | For the three months ended |  | For the six months ended
|  | June 30, 2024 |  | June 30, 2023 |  | June 30, 2024 |  | June 30, 2023
Research and development |  | $ | 116,004 |  | $ | — |  | $ | 116,004 |  | $ | —
General and administrative |  |  | — |  |  | 184,244 |  |  | — |  |  | 184,244
Total share-based compensation |  | $ | 116,004 |  | $ | 184,244 |  | $ | 116,004 |  | $ | 184,244
As of June 30, 2024, and December 31, 2023, there was no unrecognized share-based compensation expense relating to service condition awards. The following table summarizes ACI Canada legacy performance option activity for the Company:
|  | Number of Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Life (Years) |  | Aggregate Intrinsic Value(1)
Balance, December 31, 2022 |  | 9,521,057 |  |  |  | 0.01 |  | 5.91 |  |  | 4,609,723
Exercised |  | (2,700,000 | ) |  |  | 0.01 |  | — |  |  |
Balance, December 31, 2023 |  | 6,821,057 |  |  | $ | 0.01 |  | 4.51 |  | $ | 4,441,787
Exercised |  | (180,000 | ) |  |  | 0.01 |  | — |  |  |
Balance, June 30, 2024 |  | 6,641,057 |  |  |  | 0.01 |  | 3.98 |  |  | 3,338,059
Options exercisable, June 30, 2024 |  | 6,454,015 |  |  | $ | 0.01 |  | 3.96 |  | $ | 3,244,272
(1) The aggregate intrinsic values were calculated as the difference between the exercise price of the options and the closing price of the Company’s common share. The calculation excludes options with an exercise price higher than the closing price of the Company’s shares on the reporting date A summary of the ACI Canada legacy performance options outstanding at June 30, 2024, is as follows:
Options Outstanding |  | Options Exercisable |  | Exercise Price |  | Expiry Date
900,000 |  | 900,000 |  | $ | 0.001 |  | February 1, 2026
691,057 |  | 691,057 |  | $ | 0.01 |  | December 31, 2027
3,050,000 |  | 3,023,903 |  | $ | 0.01 |  | September 1, 2028
2,000,000 |  | 1,839,055 |  | $ | 0.01 |  | June 1, 2029
6,641,057 |  | 6,454,015 |  |  |  |  |
| NOTE 9 — STOCKHOLDERS’ EQUITY (DEFICIENCY) Authorized Share Capital The Company is authorized to issue the following share capital: • Unlimited common voting shares without par value (“Common Shares”) • Unlimited Class A restricted voting shares without par value (“Restricted Shares”) • Unlimited Class B Preferred Series A voting shares with a par value of $0.25 per share, convertible on a 1:1 basis into Common Share (“Class B Preferred Share”) During the year ended December 31, 2023, the Company issued the following shares: • Issued 23,747,648 private placement units at a price of CAD$0.255 for total proceeds of $4,506,055 (CAD$6,055,650) with each unit consisting of one Common Share and one warrant exercisable at a price of CAD$0.39 per warrant for a term of five years from the closing date (“Q1 2023 PP”). The Q1 2023 PP was completed through the closing of two tranches: one in February 2023 and one in March 2023. In connection with the Q1 2023 PP, the Company paid cash commissions of $172,480, incurred legal fees of $15,428, and issued 2,129,566 Common Shares and 324,642 agents warrants with an estimated fair value of $618,004 and $73,018, respectively. Each agent warrant is exercisable into one Common Share of the Company at an exercise price of CAD$0.39 for a term of 5 years. • Issued 2,700,000 Common Shares for the exercise of 2,700,000 ACI Canada legacy performance options at a price of $0.01 per share for total proceeds of $27,000. As a result, the Company transferred $1,344,480 from additional paid-in capital to share capital. • On May 30, 2023, the Company announced a private placement offering to raise gross proceeds of $6,500,000 at $0.22 per unit (“Q2 2023 PP”). Each unit initially consisted of one common share and one-half of a warrant with each whole warrant entitling the holder to purchase an additional Common Share of the Company at $0.31 per share for a period of three years from the closing date. The aggregate proceeds may be increased by 30% to accommodate any overallotment. In accordance with the Q2 2023 PP, the Company has agreed to pay the finder (“Spartan”) cash commissions of 10% of the gross proceeds, issue finder’s warrants equal to 10% of the number of the warrants issued to investors, in each case excluding investors on the Company’s president’s list, and pay Spartan a non-accountable expense fee equal to 5% of the gross proceeds of the Q2 2023 PP excluding the president’s list. The Q2 2023 PP capital raising activities were completed subsequent to December 31, 2023 (see Note 17(a)). • On August 31, 2023, the Company completed an initial closing of the Q2 2023 PP by issuing 6,114,058 units at a price of $0.22 for total proceeds of $1,345,093 (“Q2 2023 PP Tranche 1”). Each unit consisted of one Common Share and one half of a warrant with each whole warrant entitling the holder to purchase an additional Common Share of the Company at the initial pricing of $0.31 per share until August 31, 2026. In connection with the Q2 2023 PP Tranche 1, the Company paid cash commissions of $180,051, incurred legal fees of $28,334, and issued 272,803 agents warrants with an estimated fair value of $44,292. Each agent warrant is exercisable into one Common Share of the Company at an exercise price of $0.31 until August 31, 2026. • On October 16, 2023, the Company completed the second closing of the Q2 2023 PP by issuing 1,596,830 units at a price of $0.22 for total gross proceeds of $351,303 (“Q2 2023 PP Tranche 2”). Each unit consists of one Common Share and one-half of a warrant with each whole warrant entitling the holder to purchase an additional Common Share of the Company at the initial pricing of $0.31 per share until October 16, 2026. In connection with the closing of Q2 2023 PP Tranche 2, the Company paid cash commissions of $51,600, incurred legal fees of $5,371, and issued 78,181 agents warrants with an estimated fair value of $10,199. Each agent warrant is exercisable into one Common Share of the Company at an exercise price of $0.31 until October 16, 2026. • On November 8, 2023, the Company completed the third closing of the Q2 2023 PP by issuing 4,590,903 units at a price of $0.22 for total gross proceeds of $1,009,999 (“Q2 2023 PP Tranche 3”). Each unit consists of one Common Share and one-half of a warrant with each whole warrant entitling the holder to purchase an additional Common Share of the Company at the initial pricing of $0.31 per share until November 8, 2026. In connection with the closing of Q2 2023 PP Tranche 3, the Company paid cash commissions of $151,500, incurred legal fees of $10,501, and issued 229,544 agents warrants with an estimated fair value of $24,692. Each agent warrant is exercisable into one Common Share of the Company at an exercise price of $0.31 until November 8, 2026. The Company also paid a consulting fee of US$160,000 pursuant to the Spartan Consulting Agreement. On December 4, 2023, the Company amended the terms of the Q2 2023 PP. Each unit was amended to consist of one common share and one warrant. Each warrant will entitle the holder to purchase an additional common share of the Company at $0.31 per share for a period of three years from the closing date. • On December 22, 2023, the Company completed the fourth closing of the Q2 2023 PP by issuing 9,141,534 units at a price of $0.22 for total gross proceeds of $2,011,137 (“Q2 2023 PP Tranche 4”). Each unit consists of one Common Share and one warrant with each warrant entitling the holder to purchase an additional Common Share of the Company at the initial pricing of $0.31 per share until December 22, 2026. In connection with the closing of Q2 2023 PP Tranche 4, the Company paid cash commissions of $238,515 and issued 722,771 agents warrants with an estimated fair value of $249,965. Each agent warrant is exercisable into one Common Share of the Company at an exercise price of $0.31 until December 22, 2026. • All 7,000,000 previously outstanding Restricted Shares were converted to Common Shares on August 29, 2023, for $nil proceeds. • 165,000 Common Shares in connection with the cashless exercise of 251,101 Common Share options with an exercise price of CAD$0.22 per share; 86,101 Common Shares were surrendered. As a result, the Company transferred $80,039 from additional paid-in capital to share capital. During the year ended December 31, 2022, the Company issued the following shares: • 350,000 Common Shares for the exercise of 350,000 ACI Canada legacy performance options at a price of $0.01 per share for total proceeds of $3,500. As a result, the Company transferred $174,285 from additional paid-in capital to common shares. • 66,519 Common shares for the exercise of 66,519 Common Share options at a price of CAD$0.714 per share for total proceeds of $37,285 (CAD$47,495). As a result, the Company transferred $32,097 from additional paid-in capital to common shares. Escrow Shares As of December 31, 2023 and 2022, the Company had 11,502,874 and 19,754,347 Common Shares, nil and 3,116,518 Restricted Shares, and 2,857,432 and 5,099,866 Class B Preferred Shares, respectively, held in escrow. Warrants During the year ended December 31, 2023, the Company issued the following warrants: • 16,795,221 warrants with an exercise price of CAD$0.39 and expiry of February 16, 2028, in connection with the first tranche of the Q1 2023 PP. • 6,952,427 warrants with an exercise price of CAD$0.39 and expiry of March 15, 2028, in connection with the second tranche of the Q1 2023 PP. • 324,642 warrants with an exercise price of CAD$0.39 and an expiry of March 15, 2028, to the agents of the Company’s Q1 2023 PP. The warrants were valued at $73,018 using the Black Scholes option-pricing model with the following assumptions: expected life of 5 years, volatility of 108.71%, discount rate of 3.05%, and a dividend yield of $0. • 3,057,025 warrants with an exercise price of $0.31 and an expiry of August 31, 2026, in connection with the Company’s Q2 2023 PP Tranche 1. • 272,803 warrants with an exercise price of $0.31 and an expiry of August 31, 2026, to the agents of the Company’s Q2 2023 PP Tranche 1. The warrants were valued at $44,292 using the Black Scholes option-pricing model with the following assumptions: expected life of 3 years, volatility of 91.24%, discount rate of 4.40%, and a dividend yield of $0. • 798,414 warrants with an exercise price of $0.31 and an expiry of October 16, 2026, in connection with the Company’s Q2 2023 PP Tranche 2. • 78,181 warrants with an exercise price of $0.31 and an expiry of October 16, 2026, to the agents of the Company’s Q2 2023 PP Tranche 2. The warrants were valued at $10,199 using the Black Scholes option-pricing model with the following assumptions: expected life of 3 years, volatility of 90.98%, discount rate of 4.60%, and a dividend yield of $nil. • 2,295,449 warrants with an exercise price of $0.31 and an expiry of November 8, 2026, in connection with the Company’s Q2 2023 PP Tranche 3. • 229,544 warrants with an exercise price of $0.31 and an expiry of November 8, 2026, to the agents of the Company’s Q2 2023 PP Tranche 3. The warrants were valued at $24,692 using the Black Scholes option-pricing model with the following assumptions: expected life of 3 years, volatility of 91.31%, discount rate of 4.00%, and a dividend yield of $nil. • 9,141,534 warrants with an exercise price of $0.31 and an expiry of December 22, 2026, in connection with the Company’s Q2 2023 PP Tranche 4. • 722,771 warrants with an exercise price of $0.31 and an expiry of December 22, 2026, to the agents of the Company’s Q2 2023 PP Tranche 4. The warrants were valued at $249,965 using the Black Scholes option-pricing model with the following assumptions: expected life of 3 years, volatility of 91.75%, discount rate of 3.70%, and a dividend yield of $nil. During the year ending December 31, 2023, 3,277,007 warrants with an aggregate fair value of $1,394,858 expired resulting in $1,394,858 being reallocated from reserves to Common Shares. In December 2023, 11,317,750 warrants originally issued on February 16, 2023, had their exercise price modified from CAD$0.39 to $0.283 and 459,586 warrants originally issued on March 15, 2023, had their exercise price modified from CAD$0.39 to $0.289, no change was made to any expiry dates (See Note 9(b)). The schedule of activity for the warrants is as follows:
|  | Number of Warrants |  | Weighted Average Exercise Price (as converted) |  | Remaining Contractual Term (Years)
Balance, December 31, 2021 |  | 15,981,290 |  |  | $ | 1.15 |  | 1.84
Balance, December 31, 2022 |  | 15,981,290 |  |  |  | 1.15 |  | 0.84
Issued |  | 40,668,011 |  |  |  | 0.30 |  | —
Expired |  | (12,919,507 | ) |  |  | 1.36 |  | —
Balance, December 31, 2023 |  | 43,729,794 |  |  | $ | 0.31 |  | 3.43
A summary of the warrants outstanding and exercisable as of December 31, 2023, is as follows:
Warrants Outstanding |  | Exercise Price |  | Expiry Date
3,061,783 |  | $ | 0.40 |  | August 30, 2024
3,329,828 |  | $ | 0.31 |  | August 31, 2026
876,595 |  | $ | 0.31 |  | October 16, 2026
2,524,993 |  | $ | 0.31 |  | November 8, 2026
9,864,305 |  | $ | 0.31 |  | December 22, 2026
11,317,750 |  | $ | 0.283 |  | February 16, 2028
5,477,471 |  | $ | 0.29 (CAD$0.39) |  | February 16, 2028
6,817,483 |  | $ | 0.29 (CAD$0.39) |  | March 15, 2028
459,586 |  | $ | 0.289 |  | March 15, 2028
43,729,794 |  |  |  |  |
Warrant Liability a) Prior to August 31, 2023, the Company’s functional currency was the CAD, as such, the Company recorded a warrant liability on the warrants outstanding with USD exercise prices. This derivative liability was being revalued at each reporting period. The Company revalued its derivative liability upon the change in functional currency, which resulted in a loss on revaluation of $145,980 and a gain of $1,658,486 for the years ended December 31, 2023, and 2022, respectively. Due to the change in functional currency on August 31, 2023, the derivative liability was measured at fair value using the Black-Scholes Option Pricing Model with a valuation date of August 31, 2023. The derivative liability of the Company on that date was $351,969, which upon reclassification, was charged to equity as an increase in reserves of $351,969.
Balance as of December 31, 2021 |  | $ | 2,048,127 |
Revaluation of derivative liability |  |  | (1,842,138 | )
Balance as of December 31, 2022 |  |  | 205,989 |
Revaluation of derivative liability |  |  | 145,980 |
Reclassification of derivative liability per change in functional currency |  |  | (351,969 | )
Balance as of December 31, 2023 |  | $ | — |
A summary of the warrants with USD exercise prices outstanding and exercisable as of August 31, 2023, upon the change in functional currency was as follows:
Warrants Outstanding |  | Exercise Price |  | Expiry Date
3,061,783 |  | $ | 0.40 |  | August 30, 2024
3,057,025 |  | $ | 0.31 |  | August 31, 2026
6,118,808 |  |  |  |  |
The following weighted average assumptions were used in the Black-Scholes option-pricing model for the re-valuations for the warrants priced in USD as of August 31, 2023, and December 31, 2022:
|  | August 31, 2023 |  | December 31, 2022
Risk-free interest rate |  |  | 5.14 | % |  |  | 4.03 | %
Dividend yield |  |  | — |  |  |  | — |
Expected life (in years) |  |  | 1.00 |  |  |  | 1.65 |
Volatility |  |  | 131 | % |  |  | 93 | %
Weighted average fair value per warrant |  | $ | 0.16 |  |  | $ | 0.07 |
b) On August 31, 2023, the Company’s functional currency changed to the USD from the CAD; as such, the Company recorded a derivative liability on the warrants outstanding with previously issued CAD exercises prices. This derivative liability is being revalued at each reporting period. As at August 31, 2023, the Company charged $4,541,545 to equity to reclassify the derivative liability for warrants with exercise prices denominated in CAD using the Black-Scholes Option Pricing Model. The initial reclassification resulted in a decrease in share capital $4,541,545. In December 2023, 11,777,336 warrants were re-priced from CAD to USD denominated exercise price which resulted in $4,025,102 of the derivative liability being reclassified to equity. As of December 31, 2023, the Company revalued the derivative liability to $4,455,747 and recorded a loss on revaluation of $3,939,304.
Balance as of December 31, 2021 and 2022 |  | $ | — |
Reclassification of derivative liability per change in functional currency |  |  | 4,541,545 |
Revaluation of derivative liability |  |  | 3,939,304 |
Reclassification of derivative liability per change in exercise price |  |  | (4,025,102 | )
Balance as of December 31, 2023 |  | $ | 4,455,747 |
A summary of warrants not issued for services with CAD exercise prices outstanding and exercisable as of December 31, 2023, is as follows:
Warrants Outstanding |  | Exercise Price |  | Expiry Date
5,477,471 |  | $ | 0.29 (CAD$0.39) |  | February 16, 2028
6,492,841 |  | $ | 0.29 (CAD$0.39) |  | March 15, 2028
11,970,312 |  |  |  |  |
The following weighted average assumptions were used in the Black-Scholes option-pricing model for the initial valuation and re-valuations following the change in functional currency to USD, as at and December 31, 2023 and August 31, 2023:
|  | December 31, 2023 |  | August 31, 2023
Risk-free interest rate |  |  | 3.38 | % |  |  | 6.31 | %
Dividend yield |  |  | — |  |  |  | — |
Expected life (in years) |  |  | 4.15 |  |  |  | 3.22 |
Volatility |  |  | 87 | % |  |  | 110 | %
Weighted average fair value per warrant |  | $ | 0.37 |  |  | $ | 0.14 |
Share Options Common Share Options The Company’s 2023 Share Option Plan (the “2023 Option Plan”) for its officers, directors, employees and consultants was approved by stockholders on June 27, 2023. Pursuant to the 2023 Option Plan, the Company may grant non-transferable share options totaling in aggregate up to 20% of the Company’s issued and outstanding Common Shares and Restricted Shares, exercisable for a period of up to ten years from the date of grant, and at an exercise price that will not be lower than the greater of the last closing price for the Common Shares as quoted on the CSE: (i) on the trading day prior to the date of grant; and (ii) the date of grant. All options granted pursuant to the 2023 Option Plan will be subject to such vesting requirements as may be imposed by the Board. In the event of a Change of Control, as defined in the 2023 Option Plan, all unvested options will vest immediately. The 2022 Option Plan was previously adopted by the board and approved by stockholders on July 19, 2022, pursuant to which incentive share options were granted to certain directors, officers, employees and consultants (the “2022 Option Plan”). Under the 2022 Option Plan, the Company could grant non-transferable share options totaling in aggregate up to 10% of the Company’s issued and outstanding Common Shares, exercisable for a period of up to ten years from the date of grant, and at an exercise price which is not less than that permitted by the TSX-V. In connection with listing of the Common Shares on the CSE, the Company adopted the 2023 Option Plan and determined that the 2022 Option Plan be closed to new grants. The options outstanding under the 2022 Option Plan, issued prior to the adoption of the 2023 Option Plan (“2022 Options”) are not included in the maximum number of share options available for grant pursuant to the 2023 Option Plan and are not subject to the terms of the 2023 Option Plan; as such, the 2022 Options will continue to be governed by the 2022 Option Plan. For accounting purposes, the cancellation and subsequent reissuance of these share options was treated as a modification. The incremental fair value is the difference between the fair value of the modified share-based payment and that of the original share-based payment both measured at the date of the modification. The incremental fair value of $98,017 resulting from the share option modifications is being recognized over the new vesting terms and the balance of the original grant-date fair value is being recognized over the remaining original vesting period. The following weighted average assumptions were used in the Black-Scholes option-pricing model for the valuation of the Common Share options issued:
|  | December 31, 2023 |  | December 31, 2022
Risk-free interest rate |  |  | 3.12 | % |  |  | 2.62 | %
Expected life (in years) |  |  | 10 |  |  |  | 10 |
Volatility |  |  | 103 | % |  |  | 84 | %
Weighted average fair value per option |  | $ | 0.13 |  |  | $ | 0.56 |
The following table summarizes the total amount of share-based compensation expense related to service conditions for Common Share options during the years ended December 31, 2023 and 2022:
|  | For the Years Ended
|  | December 31, 2023 |  | December 31, 2022
Research and development |  | $ | 540,076 |  | $ | 519,140
General and administrative |  |  | 1,645,265 |  |  | 1,148,580
Total share-based compensation |  | $ | 2,185,341 |  | $ | 1,667,720
As of December 31, 2023, there was an unrecognized share-based compensation expense relating to service conditions for common share options of $1,188,800. Common share option activity is as follows:
|  | Number of Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Life (Years) |  | Aggregate Intrinsic Value(1)
Balance, December 31, 2021 |  | 5,297,597 |  |  | $ | 0.81 |  | 9.22 |  | $ | 1,472,041
Granted |  | 1,170,000 |  |  |  | 0.61 |  | — |  |  |
Expired |  | (895,007 | ) |  |  | 0.97 |  | — |  |  |
Exercised |  | (66,519 | ) |  |  | 0.53 |  | — |  |  |
Balance, December 31, 2022 |  | 5,506,071 |  |  |  | 0.61 |  | 8.47 |  |  | —
Granted |  | 16,190,000 |  |  |  | 0.16 |  | — |  |  |
Expired |  | (772,763 | ) |  |  | 0.68 |  | — |  |  |
Exercised(2) |  | (251,101 | ) |  |  | 0.17 |  | — |  |  |
Balance, December 31, 2023 |  | 20,672,207 |  |  | $ | 0.18 |  | 9.07 |  | $ | 9,975,524
Options exercisable, December 31, 2023 |  | 8,050,870 |  |  | $ | 0.18 |  | 9.07 |  | $ | 3,815,397
(1) The aggregate intrinsic values were calculated as the difference between the exercise price of the options and the closing price of the Company’s common share on December 31, 2023, and 2022. The calculation excludes options with an exercise price higher than the closing price of the Company’s share on December 31, 2023 and 2022. (2) In accordance with the Company’s 2023 Option Plan, option holders exercised 251,101 Common Share options on a cashless basis (net exercise) for the issuance of 165,000 Common Shares. ACI Canada Legacy Performance Options The Company retained ACI Canada’s share option plan whereby ACI Canada could grant share options to directors, officers, employees and consultants enabling them to acquire common shares. Options granted had a maximum term of ten years and the board of directors determined the vesting requirements. From time to time, the Company granted performance-based share options to management and consultants. These options vest based on the Company’s achievement of certain performance goals and operational metrics, as applicable, subject to continuous employment by each recipient. The following table summarizes total amount of share-based compensation expense related to performance conditions for the ACI Canada legacy performance options during the years ended December 31, 2023 and 2022:
|  | For the Years Ended
|  | December 31, 2023 |  | December 31, 2022
Research and development |  | $ | 184,244 |  | $ | 109,551
General and administrative |  |  | — |  |  | —
Total share-based compensation |  | $ | 184,244 |  | $ | 109,551
As of December 31, 2023 and 2022, there was no unrecognized share-based compensation expense relating to service condition awards. The following table summarizes ACI Canada legacy performance option activity for the Company:
|  | Number of Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Life (Years) |  | Aggregate Intrinsic Value(1)
Balance, December 31, 2021 |  | 9,941,057 |  |  | $ | 0.01 |  | 6.68 |  | $ | 10,645,031
Cancelled |  | (70,000 | ) |  |  | 0.01 |  | — |  |  |
Exercised |  | (350,000 | ) |  |  | 0.01 |  | — |  |  | —
Balance, December 31, 2022 |  | 9,521,057 |  |  |  | 0.01 |  | 5.91 |  |  | 4,609,723
Exercised |  | (2,700,000 | ) |  |  | 0.01 |  | — |  |  |
Balance, December 31, 2023 |  | 6,821,057 |  |  | $ | 0.01 |  | 4.51 |  | $ | 4,441,787
Options exercisable, December 31, 2023 |  | 6,401,057 |  |  | $ | 0.01 |  | 4.47 |  | $ | 4,168,787
(1) The aggregate intrinsic values were calculated as the difference between the exercise price of the options and the closing price of the Company’s common share on December 31, 2023 and 2022. The calculation excludes options with an exercise price higher than the closing price of the Company’s share on December 31, 2023, and 2022.

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