Stock-based compensation

6 Months Ended

Sep. 30, 2024

9. Stock-based compensation

Stock option plan

At September 30, 2024, the Company had in place a stock option plan for directors, officers, employees, and consultants of the Company (“Stock Option Plan”). As of September 30, 2024, there were 540,595 awards available under the Stock Option Plan for issuance.

The Stock Option Plan provides for the granting of options to purchase Common Shares. Under the terms of the Stock Option Plan, the exercise price of the stock options granted under the Stock Option Plan may not be lower than the closing price of the Company’s Common Shares on the Nasdaq Capital Market at the close of such market the day preceding the grant. The maximum number of Common Shares that may be issued upon exercise of options granted under the Stock Option Plan shall not exceed 20% of the aggregate number of issued and outstanding shares of the Company as of July 28, 2022. The terms and conditions for acquiring and exercising options are set by the Company’s Board of Directors, subject to, among others, the following limitations: the term of the options cannot exceed ten years and (i) all options granted to a director will be vested evenly on a monthly basis over a period of at least twelve (12) months, and (ii) all options granted to an employee will be vested evenly on a quarterly basis over a period of at least thirty-six (36) months.

The total number of options issued to any one consultant within any twelve-month period cannot exceed 2% of the Company’s total issued and outstanding Common Shares (on a non-diluted basis). The total number of options issued within any twelve-month period to all directors, employees and/or consultants of the Company (or any subsidiary of the Company) conducting investor relations services cannot exceed in the aggregate 2% of the Company’s issued and outstanding Common Shares (on a non-diluted basis), calculated at the date an option is granted to any such person.

The following table summarizes information about activities within the Stock Option Plan for the six months period ended September 30, 2024:

	Number of options		Weighted-average exercise price		Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
			$					$
Outstanding, March 31, 2024		721,793		3.68		9.08		527
Granted		198,130		2.96		—		—
Outstanding, September 30, 2024		919,923		3.53		8.80		294
Exercisable, September 30, 2024		453,681		4.22		8.48		162

The weighted-average grant date fair value of awards for options granted during the six months ended September 30, 2024 was $2.52. The fair value of options granted was estimated using the Black-Scholes option pricing model, resulting in the following weighted-average assumptions for the options granted:

	September 30, 2024			September 30, 2023
	Weighted-average			Weighted-average
Exercise price	$	2.96		$	2.96
Share price	$	2.96		$	2.78
Dividend		—			—
Risk-free interest		4.43	%		4.94	%
Estimated life (years)		5.81			2.53
Expected volatility		114.37	%		84.36	%

Compensation expense recognized under the Stock Option Plan is summarized as follows:

	Three months ended				Six months ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
		$		$		$		$
Research and development expenses		60		82		126		84
General and administrative expenses		142		198		314		274
		202		280		440		358

As of September 30, 2024, there was $513 of total unrecognized compensation cost, related to non-vested stock options, which is expected to be recognized over a remaining weighted-average vesting period of 1.31 years.

Equity incentive plan

The Company established an equity incentive plan (the “Equity Incentive Plan”) for employees, directors, and consultants. The Equity Incentive Plan provides for the issuance of 1,483,140 restricted share units, performance share units, restricted shares, deferred share units and other stock-based awards, subject to restricted conditions as may be determined by the Board of Directors. There were no such awards outstanding at September 30, 2024, and no stock-based compensation was recognized for the three and the six months ended September 30, 2024.

In connection with the Continuance and the Domestication, the Company continues its obligations under (i) the Stock Option Plan and (ii) the Equity Incentive Plan (together, the “Prior Plans”) and all of the outstanding equity awards under the Prior Plans. Upon effectiveness of the Continuance, each outstanding option, equity awards and restricted share unit settleable into Class A common shares of Acasti Québec remained exercisable for or able to be settled into an equivalent number of common shares of Acasti British Columbia for the equivalent exercise price per share (if applicable), without any action by the holder. Upon effectiveness of the Domestication, each outstanding option, equity awards and restricted share unit settleable into common shares of Acasti British Columbia remained exercisable for or able to be settled into an equivalent number of shares of common stock of Acasti Delaware for the equivalent exercise price per share (if applicable), without any action by the holder.

Following the Effective Date of the 2024 Plan (each as defined in Note 13), no awards shall be made under the Prior Plans. However, shares of common stock reserved under the Prior Plans to settle awards which are made under the Prior Plans prior to the Effective Date may be issued and delivered following the Effective Date to settle such awards.