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EQUITY | 6 Months Ended
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Jun. 30, 2025
EQUITY |
EQUITY |
6. | EQUITY
The Company has authorized an unlimited number of both Common and Preferred Shares. As of June 30, 2025 and December 31, 2024, the Company had 32,689,190 issued and outstanding Common Shares. The Common Shares have no par value. Common Shares reserved for future issuance consists of the following: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, | ​ | December 31, | ​
​ |  | 2025 |  | 2024 | ​
Warrants |  | 57,141,386 |  | 57,141,386 | ​
Options issued and outstanding under stock option plan |  | 3,760,859 |  | 3,574,453 | ​
Deferred Share Units granted |  | 1,061 |  | 1,061 | ​
Common Shares available for grant under stock option plan |  | 2,776,979 |  | 2,963,385 | ​
Total Common Shares reserved for future issuance |  | 63,680,285 |  | 63,680,285 | ​
​ The preferences, privileges and rights of the Common Shares are as follows: Voting Subject to any special voting rights or restrictions, holders of Common Shares entitled to vote shall have one vote per share. Dividends The Board of Directors may from time to time declare and authorize payment of dividends, if any, as they may deem advisable and need not give notice of such declaration to any shareholder. Subject to the rights of common shareholders, if any, holding shares with specific rights as to dividends, all dividends on Common Shares shall be declared and paid according to the number of such shares held. Liquidation Rights In the event of the liquidation, dissolution or winding-up of the Company or any other distribution of the Company’s assets for the purpose of winding up the Company’s affairs, after the payment of dividends declared but unpaid, the holders of Common Shares shall be entitled pari passu to receive any remaining property of the Company. Equity Transactions July 2024 Private Placement On July 26, 2024, the Company entered into a Unit Purchase Agreement (the “Unit Purchase Agreement”) to raise $30,332,984 in aggregate gross proceeds for the Company (the “July 2024 PIPE”) before deducting $2,675,487 in placement agent fees and other expenses. All gross proceeds were received by the Company as of December 31, 2024. Pursuant to the terms of the Unit Purchase Agreement, the Company agreed to sell to PIPE Investors in the Offering, an aggregate of (x) 9,757,669 common share units (the “Common Share Units”), each consisting of (i) one Common Share, (ii) one Tranche A Common Share purchase warrant to purchase one Common Share, (iii) one Tranche B Common Share purchase warrant to purchase one Common Share and (iv) one Tranche C Common Share purchase warrant to purchase one Common Share (each, a “Warrant”, collectively, the “Warrants”) and, for certain investors, (y) 4,371,027 Pre-funded units (the “Pre-funded Units” and together with the Common Share Units, the “Units”), each consisting of (i) one Pre-funded Warrant to purchase one Common Share (each, a “Pre-funded Warrant”, collectively, the “Pre-funded Warrants”, and the Common Shares issuable upon exercise of the Warrants and the Pre-funded Warrants, the “Warrant Shares”), (ii) one Tranche A Common Share purchase warrant to purchase one Common Share, (iii) one Tranche B Common Share purchase warrant to purchase one Common Share and (iv) one Tranche C Common Share purchase warrant to purchase one Common Share. The purchase price for each Common Share Unit was $2.15 per Common Share Unit, and the purchase price for each Pre-funded Unit was $2.14 per Pre-funded Unit. The Pre-funded Warrants have an exercise price of $0.01 per Warrant Share, are immediately exercisable and will expire when exercised in full. The Tranche A Common Share purchase warrants have an exercise price of $2.02, for aggregate gross proceeds of up to $28.5 million, are exercisable immediately upon Shareholder Approval (as defined below) and will expire upon the earlier of (i) 18 months or (ii) within 60 days of the Tranche A Milestone Event (as defined below). The Tranche B Common Share purchase warrants have an exercise price of $2.02, for aggregate gross proceeds of up to $28.5 million, are exercisable immediately upon Shareholder Approval (as defined below) and will expire upon the earlier of (i) 30 months or (ii) within 60 days of the Tranche B Milestone Event (as defined below). The Tranche C Common Share purchase warrants have an exercise price of $2.50, for aggregate gross proceeds of up to $35.3 million, are immediately exercisable and will expire on July 31, 2029. For purposes of the foregoing, “Tranche A Milestone Event” means the public announcement via press release or the filing of a Current Report on Form 8-K of 6-month data from the cohorts treated with multiple ascending doses of PMN310, and “Tranche B Milestone Event” means the public announcement via press release or the filing of a Current Report on Form 8-K of 12-month data from the cohorts treated with multiple ascending doses of PMN310. Pursuant to Nasdaq Listing Rule 5635(d), the exercise of the Tranche A and Tranche B Common Share purchase warrants is subject to shareholder approval (the “Shareholder Approval”). The Company agreed to convene a shareholders’ meeting, or otherwise obtain written Shareholder Approval, on or before 90 days following the Closing Date, to obtain such approval. The AB Warrants were classified as liabilities (“AB Warrant Liability”) and recorded at fair value utilizing level 3 inputs at issuance due to the requirement for Shareholder Approval. Under the applicable accounting guidance, the requirement for Shareholder Approval precludes a financial instrument from equity classification, as it cannot be considered indexed to the Company's own stock. The preclusion is because of the potential of the settlement amount differing than a fixed for fixed option on the Company's shares. The fair value of the AB Warrant Liability at issuance was determined to be $31,182,033, calculated using a Black Scholes calculation on July 26, 2024 with the following weighted average assumptions: share price of $2.02, the most currently available Nasdaq Official Closing Price for the Company’s Common Shares when the Company entered into the purchase agreements, exercise price of $2.02, volatility of 102.5%, risk-free rate of 4.34%, and a term of 2.1 years. The Company incurred offering costs totaling $2,675,487 that consisted of placement agent fees and direct incremental legal, advisory, accounting and filing fees relating to the July 2024 PIPE, resulting in net cash proceeds of $27,657,497. The value of the AB Warrants exceeded the net proceeds received. As a result, the entire proceeds and offering costs were allocated to the AB Warrant liability, which resulted in a loss on issuance of Common Shares, warrants, and Pre-funded warrants of $3,524,535 during the quarter ended September 30, 2024 and was recorded in other income (expense) in the consolidated statements of operations. On October 23, 2024, Shareholder Approval for the Tranche A and B Warrants was obtained during the Company’s Special Meeting of Shareholders. Following Shareholder Approval, the Company determined that the AB Warrants met the criteria for equity classification. The Company re-measured the fair value of the AB Warrant Liability at October 23, 2024 to $8,689,149, calculated using a Black Scholes calculation with the following weighted average assumptions: volatility of 100.9%, share price of $0.95, exercise price of $2.02, risk-free rate of 4.10%, and a term of 1.9 years. The change in fair value of the AB Warrant Liability of $22,492,884 was recorded in other income (expense) in the consolidated statements of operations during the three months ended December 31, 2024, and the remaining fair value of $8,689,149 was reclassified from liability to additional paid-in-capital in the consolidated balance sheet. A summary of C$ and 2024 PIPE AB warrant liability activity for the year ended December 31, 2024 is as follows: ​
​ | ​ | ​ | ​
​ | ​ | December 31,
​ | ​ | 2024
Fair value at December 31, 2023 | ​ | $ | 94,185
July 2024 PIPE AB Warrant Liability at issuance | ​ | ​ | 31,182,033
Change in fair value of 2024 PIPE AB Warrant Liability | ​ | ​ | (22,492,884)
Reclassification of 2024 PIPE AB Warrant Liability to equity | ​ |  | (8,689,149)
Change in fair value of C$ warrant liability | ​ | ​ | (88,593)
Fair value at December 31, 2024 | ​ | $ | 5,592
​ There was no material warrant liability activity during the three and six months ended June 30, 2025. ​ At-the-Market Offering (ATM) In September 2023, the Company filed a shelf registration statement with the SEC. In conjunction with the shelf registration, the Company entered into an At The Market Offering Agreement with BTIG, LLC (the “ATM Agreement”) on January 5, 2024 to offer up to $25.0 million of its Common Shares. During the three and six months ended June 30, 2025, the Company did not sell any Common Shares pursuant to the ATM Agreement. The Company terminated the ATM Agreement on July 21, 2025.

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