XML 30 R20.htm IDEA: XBRL DOCUMENT v3.22.4
STOCK OPTION RESERVE
 9 Months Ended
Dec. 31, 2022
Stock Option Reserve  
STOCK OPTION RESERVE

NOTE 15. STOCK OPTION RESERVE

 

(a)The following table provides the activity for the Company’s stock option reserve for the nine months ended December 31, 2022 and 2021:

 

                    
   Nine Months Ended December 31,
   2022  2021
(In thousands)  Non-Controlling Interest  Stock Option Reserve  Non-Controlling Interest  Stock Option Reserve
             
Balance, beginning of period  $11,659   $16,928   $11,468   $7,977 
Share-based compensation expense   –    3,614    191    6,248 
Settled in iOx exchange   (11,659)   –    –    – 
Balance, end of period  $–   $20,542   $11,659   $14,225 

 

Stock Options

 

On June 25, 2020, at the annual meeting of shareholders, the Company’s new incentive stock option plan (the “2020 Stock Option Plan”) was approved, which authorized the Company’s directors to fix the option exercise price and to issue stock options under the plan as they see fit. The Company’s 2020 Stock Option Plan is a 10% rolling stock option plan under which the Company’s directors are authorized to grant up to a maximum of 10% of the issued and outstanding ordinary shares on the date of grant.

 

Effective January 13, 2021, the Company amended and restated its 2020 Stock Option Plan to permit the grant of additional types of equity compensation securities, including restricted stock units (“RSUs”) and dividend equivalent rights (the “2021 Equity Incentive Plan”). The aggregate number of equity securities, which may be issued under the 2021 Equity Incentive Plan has not been changed.  Pursuant to the 2021 Equity Incentive Plan, on January 13, 2021, the Company granted an aggregate of 868,000 stock options exercisable at a price of $17.75 per share, representing the closing price of the shares on the day immediately preceding the grant date, which expire on January 13, 2031 to various directors, officers and consultants of the Company. 350,000 options granted to members of the Board vest 1/3 on grant date, 1/3 on the first anniversary of the grant and 1/3 on the second anniversary of the grant. 518,000 options granted to consultants (one of whom is also a director of the Company) vest 1/3 on each of the first three anniversaries of the grant date.

 

Additionally, the Company granted 243,000 RSUs on January 13, 2021, with a fair value of $17.75 per share, which was the closing price on the day immediately preceding the grant date. The RSUs vested on the date of grant, but underlying shares cannot be sold until one of four of the following conditions are met: (1) a Change in Control (as defined in the Amended and Restated 2021 Equity Incentive Plan (defined below)), (2) the participant’s Separation from Service (as defined in the Amended and Restated 2021 Equity Incentive Plan (defined below)), (3) the participant’s death, or (4) the participant’s Disability (as defined in the Amended and Restated 2021 Equity Incentive Plan (defined below)).  In accordance with IFRS 2, “Share-based Payment,” the Company recognized compensation expense of $4.3 million in the year ended March 31, 2021, in connection with the RSU grants.

 

Amended and Restated 2021 Equity Incentive Plan and Grants of Stock Options and Restricted Stock Units

 

On January 19, 2022, the Board unanimously approved the Amended and Restated 2021 Equity Incentive Plan (the “Amended and Restated 2021 Equity Incentive Plan”). The Amended and Restated 2021 Equity Incentive Plan provides for:

 

(1)An increase of aggregate number of shares available for awards to 2,001,812, which is equal to 15% of the issued and outstanding ordinary shares of the Company as of January 19, 2022 subject to discretionary annual increases (on a cumulative basis) as may be approved by the Board in future years by a number of shares not to exceed an additional 5% of the aggregate number of shares then outstanding;

 

(2)The authorization of incentive stock options (should shareholder approval be sought and obtained) under the Amended and Restated 2021 Equity Incentive Plan; and

 

(3)The provision of dividend equivalent rights to be issued when authorized.

 

Pursuant to the Amended and Restated 2021 Equity Incentive Plan, on January 19, 2022, the Company granted an aggregate of 302,000 stock options exercisable at a price of $10.22 per share, representing the average price of the shares on the grant date (January 19, 2022), which expire on January 19, 2032, to various directors, officers and consultants of the Company. A total of 13,800 of the 302,000 stock options were granted to two members of the Board and vest on the first anniversary of the grant date. The balance of 288,200 stock options was granted to employees (one of whom is also a director of the Company), and a consultant, and such stock options vest ratably on each of the first four annual anniversaries of the grant date.

 

Additionally, the Company granted 135,740 RSUs to employees (one of whom is also a director of the Company) on January 19, 2022, with a fair value of $10.22 per share, representing the average price of the shares on the grant date (January 19, 2022). The RSUs were fully vested and nonforfeitable as of the grant date and will expire on January 19, 2032.

 

On February 15, 2022, James Mellon, Linda Kozick and Mark Simon were appointed to the Board. Mr. Mellon owned approximately 23.9% of the Company’s outstanding shares at that date. Additionally, Mr. Mellon had previously served as a member of the Board from 2016 to August 14, 2020. On February 15, 2022, in connection with the appointments, each of these directors were granted 13,800 non-qualified stock options, which vest ratably monthly over a three-year period. The options have an exercise price of $8.59 per share, the average price of the stock on February 15, 2022, the day immediately preceding the grant date, and will expire, if unexercised, on February 15, 2032.

 

On June 8, 2022, the Company granted 50,000 options to purchase shares to an executive of the Company. The options have an exercise price of $11.00, the average price of the stock on that date, vest ratably on each of the first four anniversaries of the grant date and will expire, if unexercised, on June 8, 2032.

 

The following is the weighted average assumptions used in connection with the June 8, 2022 option grant with respect to the Company’s Amended and Restated 2021 Equity Incentive Plan:

 

   
Assumption  Unvested Options
Risk free interest rate  3.05%
Expected dividend  Nil
Expected volatility  111%
Expected life  6.25 years
Fair value of Portage option  $9.36

 

On July 27, 2022, the Company granted 15,900 options to purchase shares to a member of the Board. The options have an exercise price of $10.06, the average price of the stock on that date, vest ratably on each of the first four anniversaries of the grant date and will expire, if unexercised, on July 27, 2032.

 

The following is the weighted average assumptions used in connection with the July 27, 2022 option grant with respect to the Company’s Amended and Restated 2021 Equity Incentive Plan:

 

   
Assumption  Unvested Options
Risk free interest rate  2.83%
Expected dividend  Nil
Expected volatility  112%
Expected life  5.75 years
Fair value of Portage option  $8.38

 

(b)The movements in the number of options issued for the nine months ended December 31, 2022 and 2021 were:

 

                    
   PBI Amended and Restated 2021 Equity Incentive Plan  iOx Option Plan
(Subsidiary Plan)
   Nine Months Ended December 30,  Nine Months Ended December 31,
   2022  2021  2022  2021
Balance, beginning of period   1,151,400    868,000    1,275    1,924 
Granted   65,900    –    –    – 
Expired or forfeited   –    –    (1,275)   (649)
Balance, end of period   1,217,300    868,000    –    1,275 
Exercisable, end of period   419,705    116,666    –    1,275 

  

(c)The following is the weighted average exercise price and the remaining contractual life for outstanding options by plan as of December 31, 2022 and 2021:

 

                    
   PBI Amended and Restated
2021 Equity Incentive Plan		  iOx Option Plan
(Subsidiary Plan)
   As of December 31,  As of December 31,
   2022  2021  2022  2021
Weighted average exercise price  $15.19    17.75   $–   $162.14 
Weighted average remaining contractual life (in years)   8.41    9.04    –    0.30 

 

The vested options can be exercised at any time in accordance with the applicable option agreement. The exercise price was greater than the market price on the date of the grants for all options outstanding as of December 31, 2022 and March 31, 2022.

 

The Company recorded approximately $1.2 million and $3.6 million of share-based compensation expense with respect to the Amended and Restated 2021 Equity Incentive Plan in the three and nine months ended December 31, 2022, respectively. The Company recorded approximately $2.0 million and $6.2 million of share-based compensation expense with respect to the Amended and Restated 2021 Equity Incentive Plan in the three and nine months ended December 31, 2021, respectively. The Company expects to record additional share-based compensation expense of approximately $2.9 million through June 2026 with respect to the Amended and Restated 2021 Equity Incentive Plan. Additionally, there was no intrinsic value with respect to the stock options granted under the Amended and Restated 2021 Equity Incentive Plan at December 31, 2022 and was nil at December 31, 2021.

 

The Company recorded approximately $0.03 million and $0.2 million of share-based compensation expense related to the iOx stock option plan in the three and nine months ended December 31, 2021, respectively. As of December 31, 2021, the Company’s iOx stock option plan was fully vested. Additionally, the intrinsic value of the iOx stock options was approximately $0.1 million at December 31, 2021, all of which was associated with vested exercisable options.