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Note 11 - Equity
 3 Months Ended
Mar. 31, 2025
Notes to Financial Statements  
Equity [Text Block]

NOTE 11: EQUITY  

 

 

a.

Shares 

 

On February 13, 2025, convertible promissory note (Note 8) was converted to 800,000 shares of common stock at the conversion price of $3.00 per share. Transaction costs incurred of $39 relating to the exercise of the conversion option are offset within additional paid-in capital.

 

On March 28, 2025, the Company entered into a private placement transaction (the "PIPE 2025"), pursuant to which the Company agreed to issue and sell (i) 547,737 shares of common stock and (ii) warrants (the "PIPE 2025 warrants") to purchase up to 547,737 shares of common stock, at a combined purchase price of $3.00 per unit. Each warrant entitles the purchasers to acquire one share of common stock at a price of $4.00 per share for a period of three years from the date of issue. The Company issued broker warrants to purchase up to 25,958 shares of common stock to the associated broker in connection with the offering. The aggregate gross proceeds from the PIPE 2025 were $1,643. The Company incurred $179 of costs associated with the issuance. The PIPE 2025 warrants and related broker warrants are equity classified instruments and are recorded as equity.

 

 

During the three months ended March 31, 2025, certain warrant holders exercised their warrants (Note 11.b) and penny warrants (Note 11.c) to purchase 2,186,595 shares of common stock for proceeds of $8,828 for the Company.

 

 

b.

Warrants  

 

The following table summarizes the Company’s warrant activity for the three months ended March 31, 2025: 

 

  

Number of Warrants

  

Weighted Average Exercise Price

  

Weighted Average Remaining Life

 

Outstanding warrants, January 1, 2025

  1,971,216  $11.54   4.30 

PIPE 2025 warrants 

  547,737   4.00     
PIPE 2025 broker warrants   25,958   3.80     
Exercised  (1,623,530)  5.43     

Outstanding warrants, March 31, 2025

  921,381  $
17.60
   
2.36
 

 

During the three months ended March 31, 2025, the Company entered into a warrant inducement agreement (the "Inducement Agreement") with holders ("PIPE 2024 warrant holders") of the Company's existing warrants ("PIPE 2024 warrants"). Pursuant to the Inducement Agreement, PIPE 2024 warrant holders agreed to exercise for cash PIPE 2024 warrants to purchase up to 823,529 shares of common stock at an exercise price of $6.83. On February 12, 2025, PIPE 2024 warrants were exercised in full for cash proceeds of $5,625. The Company recorded a deemed dividend of $4,410 in relation to the Inducement Agreement as it is considered an inducement offer to exercise the PIPE 2024 warrants. The Company recognized a corresponding liability of $4,410 for the shares to be issued. The fair value of a deemed dividend is estimated based on the fair value of the underlying share of common stock on the warrant exercise date. On April 28, 2025, the Company issued 340,000 shares of its common stock pursuant to the Inducement Agreement.

Further, the Company received proceeds of $3,200 from the exercise of Convertible Promissory Note Warrants (Note 8).

 

 

c.

Warrants exercisable for little or no consideration 

 

Warrants exercisable for little or no consideration are fully vested warrants that allow the holders to acquire a specified number of the issuer’s shares at a nominal exercise price. The following table summarizes the Company’s penny warrant activity for the three months ended March 31, 2025: 

 

  

Number of Warrants

  

Weighted Average Remaining Life

 

Outstanding warrants, January 1, 2025

  699,546   3.22 

Exercised

  (563,065)    

Outstanding warrants, March 31, 2025

  136,481   3.17 

 

 

d.

Employees stock option plan 

 

A summary of option activity under the Company's equity incentive plan as of March 31, 2025, and changes during the three-month period ended, is presented below.

 

  

Number of Stock Options

  

Weighted Average Exercise Price

  

Weighted Average Remaining Contractual Term (Years)

  

Aggregate Intrinsic Value

 

Outstanding Options, December 31, 2024

  470,061  $9.64   3.97  $- 

Granted

  15,000   3.12         
Forfeited or expired  (8,320)  (5.18)        

Outstanding Options, March 31, 2025

  476,741  $9.51   3.72  $12 

 

The share-based compensation expense related to options for the three months ended March 31, 2025, and 2024, was $86 and $59, respectively. The fair value of options granted for the three months ended March 31, 2025, and 2024, was $34 and $nil, respectively.

 

The fair value of each option award is estimated on the date of grant using a Black Scholes pricing option valuation model that uses the assumptions noted in the following table. 

 

   2025   2024 

Risk free rate

  
3.98%
   - 

Dividend yield

  0%   - 

Expected volatility

  
93.18%
   - 

Expected term (in years)

  
3.12
   - 

 

A summary of the Company’s nonvested options as of March 31, 2025, and changes during the three-month period ended, is presented below. 

 

  

Number of Stock Options

  

Weighted Average Grant-Date Fair Value

 

Non-Vested Options, December 31, 2024

  206,427  $4.56 

Options granted

  15,000   2.28 

Options vested

  (28,205)  
4.63
 
Options forfeited  (7,164)  5.11 

Non-Vested Options, March 31, 2025

  186,058  $
4.34
 

 

As of March 31, 2025, there was $225 of total unrecognized compensation cost related to nonvested options granted. That cost is expected to be recognized over a period of 2.50 years.

 

 

e.

Restricted share units (“RSUs”) 

 

On March 10, 2025, the Company granted 10,000 RSUs to certain management and directors. RSUs shall vest in eight equal instalments at each quarter over a period of two years.

 

A summary of RSU activity under the Company's equity incentive plan as of March 31, 2025, and changes during the period then ended is presented below. 

 

  

Number of Stock RSUs 

  

Aggregate Intrinsic Value

 

Outstanding, December 31, 2024

  -  
$
-
 

RSUs granted

  10,000     

Outstanding, March 31, 2025

  10,000  
$
39
 

 

The share-based compensation expense related to RSUs for the three months ended March 31, 2025, and 2024 was $1 and $nil, respectively. The fair value of RSUs granted for the three months ended March 31, 2025, and 2024, was $31 and $nil, respectively.

 

The fair value of each RSU is estimated based on grant-date fair value of the underlying share of common stock.

 

A summary of the Company’s nonvested RSUs as of March 31, 2025, and changes during the three months period ended, is presented below. 

 

  

Number of Stock RSUs

  

Weighted Average Grant-Date Fair Value

 

Non-Vested RSUs, December 31, 2024

  
-
  
$
- 

RSUs granted

  10,000   
3.12
 

Non-Vested RSUs, March 31, 2025

  10,000  
$
3.12
 

 

As of March 31, 2025, there was $30 of total unrecognized compensation cost related to nonvested RSUs granted. That cost is expected to be recognized over a weighted-average period of 1.94 years.

 
 

f.

Deferred stock units ("DSUs")

 

On March 10, 2025, the Company granted 66,668 DSUs to certain management and directors. An aggregate of 33,332 DSUs vested on the date of the grant, with the remaining DSUs vesting in equal instalments each quarter over a period of two quarters.

 

A summary of DSU activity under the Company's equity incentive plan as of March 31, 2025, and changes during the period then ended is presented below. 

 

  

Number of Stock DSUs 

  

Aggregate Intrinsic Value

 

Outstanding, December 31, 2024

  -  
$
-
 

DSUs granted

  66,668     
Outstanding, March 31, 2025  66,668  $262 

 

The share-based compensation expense related to DSUs for the three months ended March 31, 2025, and 2024 was $117 and $nil, respectively. The fair value of DSUs granted for the three months ended March 31, 2025, and 2024, was $209 and $nil, respectively.

 

The fair value of each DSU is estimated based on grant-date fair value of the underlying share of common stock.

 

 

A summary of the Company’s nonvested DSUs as of March 31, 2025, and changes during the three months period ended, is presented below. 

 

  

Number of Stock DSUs

  

Weighted Average Grant-Date Fair Value

 

Non-Vested DSUs, December 31, 2024

  
-
  
$
- 

DSUs granted

  66,668   
3.12
 

DSUs vested

  
(33,332
)
  
(3.12
)

Non-Vested DSUs, March 31, 2025

  
33,336
  
$
3.12
 

 

As of March 31, 2025, there was $92 of total unrecognized compensation cost related to nonvested DSUs granted. That cost is expected to be recognized over a weighted-average period of 0.45 years.