Annual report [Section 13 and 15(d), not S-K Item 405]

Share Capital

v3.26.1
Share Capital
12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Share Capital

Note 10 - Share Capital

(a) Share Capital

Authorized: Unlimited common shares. The shares have no par value.

The Company’s common shares are voting and dividend-paying. The following is a summary of the common share issuances for the year ended December 31, 2025:

On January 9, 2025, the Company issued common shares totaling 41,667 with respect to the Cheetah Acquisition (Refer to Note 4).
On January 14, 2025, the Company issued 26,661 common shares for vested restricted stock units (“RSUs”). The Company withheld 1,029 common shares to satisfy employees’ tax obligations of less than $0.1 million.
On April 1, 2025, the Company issued 213 common shares for vested RSUs. The Company withheld 67 common shares to satisfy employees’ tax obligations of less than $0.1 million.
On April 23, 2025, the Company withheld 9,910 common shares for RSUs to satisfy employees' tax obligations of $0.1 million.
On July 8, 2025, the Company issued 4,733 common shares for vested RSUs. The Company withheld 2,229 common shares to satisfy employees’ tax obligations of less than $0.1 million.
On August 15, 2025, the Company issued common shares totaling 41,666 with respect to the Cheetah Acquisition (Refer to Note 4).
On September 30, 2025, the Company issued 67,478 common shares for vested RSUs. The Company withheld 30,117 common shares to satisfy employees’ tax obligations of $0.2 million.
On November 14, 2025, the Company issued common shares totaling 41,667 with respect to the Cheetah Acquisition (Refer to Note 4).

The following is a summary of the common share issuances for the year ended December 31, 2024.

On January 2, 2024, the Company issued common shares totaling 20,000 for the Hi-Med Settlement Agreement (Refer to Note 14).
On January 5, 2024, the Company issued 23,461 common shares for vested RSUs. The Company withheld 2,300 common shares to satisfy employees’ tax obligations of less than $0.1 million.
On February 2, 2024, the Company issued common shares totaling 2,000 for vested RSUs.
On February 27, 2024, the Company issued 61,314 common shares to the holders of the Senior Secured Bridge Notes to satisfy the amendment fee pertaining to the 2024 NJ Amendment.
On April 24, 2024, the Company issued common shares totaling 486 for vested RSUs. The Company withheld 162 common shares to satisfy employees’ tax obligations of less than $0.1 million.
On July 2, 2024, the Company issued common shares totaling 17,977 for vested RSUs. The Company withheld 6,423 common shares to satisfy employees’ tax obligations of less than $0.1 million.
On October 8, 2024, the Company issued common shares totaling 66,345 for vested RSUs. The Company withheld 19,830 common shares to satisfy employees’ tax obligations of $0.1 million.
On December 13, 2024, the Company issued common shares totaling 5,000 for the Ninth Square Settlement Agreement (Refer to Note 14).

(b) Potentially Dilutive Securities

The following table summarizes potentially dilutive securities, and the resulting common share equivalents outstanding as of December 31, 2025 and 2024:

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Common share options

 

 

7,877

 

 

 

7,877

 

Restricted stock units

 

 

381,258

 

 

 

325,539

 

Total

 

 

389,135

 

 

 

333,416

 

(c) Equity Incentive Plans

On December 31, 2021, the Board approved the Company’s Amended and Restated Omnibus Incentive Plan (the “Omnibus Incentive Plan”) dated October 15, 2018, whereas, the Company may award stock options or RSUs (the "Awards") to board members, officers, employees or consultants of the Company. The Omnibus Incentive Plan authorizes the issuance of up to 20% of the number of outstanding shares of common stock of the Company.

Awards generally vest over a three-year period and the estimated fair value of the Awards at issuance is recognized as compensation expense over the related vesting period.

Stock Options

The Company's stock options are currently held by two former officers of the Company which have fully vested on July 10, 2023. Share-based compensation expense related to stock options for the year ended December 31, 2025 was $Nil (December 31, 2024 — $Nil), and is presented in selling, general and administrative expenses on the consolidated statements of operations.

The following table summarizes certain information in respect of option activity during the period:

 

 

Year Ended December 31, 2025

 

 

 

Year Ended December 31, 2024

 

 

 

Units

 

 

 

Weighted Average
Exercise Price

 

 

Weighted Average Contractual Life

 

 

 

Units

 

 

 

Weighted Average
Exercise Price

 

 

Weighted Average Contractual Life

 

Options outstanding, beginning

 

 

7,877

 

 

$

 

0.05

 

 

 

5.53

 

 

 

 

7,877

 

 

$

 

0.05

 

 

 

6.78

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cancellations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeitures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expirations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options outstanding, ending (1)

 

 

7,877

 

 

$

 

0.05

 

 

 

4.53

 

 

 

 

7,877

 

 

$

 

0.05

 

 

 

5.53

 

 

(1)
As of December 31, 2025, 7,877 of the stock options outstanding were exercisable (December 31, 20247,877).

The Company used the Black-Scholes option pricing model to estimate the fair value of the options at the grant date using the following ranges of assumptions:

The expected volatility was estimated by using the historical volatility of the Company. The expected life in years represents the period of time that options granted are expected to be outstanding. In accordance with Staff Accounting Bulletin (“SAB”) Topic 14, the Company uses the simplified method for estimating the expected term. The Company believes the use of the simplified method is appropriate due to the employee stock options qualifying as “plain-vanilla” options under the criteria established by SAB Topic 14. The risk-free rate was based on the United States bond yield rate at the time of grant of the award. Expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

There was no stock option activity for the years ended December 31, 2025 and 2024.

Restricted Stock Units

On December 31, 2021, the Board approved a long-term incentive program, pursuant to which, on July 26, 2022, the Company issued certain employees of the Company and its subsidiaries, RSUs, under the Company’s Omnibus Incentive Plan. RSUs represent a right to receive a single common share that is both non-transferable and forfeitable until certain conditions are satisfied.

On December 31, 2021 and June 23, 2022, the Board approved the allocation of 363,921 and 26,881 RSUs, respectively, to Board members, directors, officers, and key employees of the Company. The RSUs granted by the Company vest upon the satisfaction of both a service-based condition of three years and a liquidity condition, the latter of which was not satisfied until the closing of the Recapitalization Transaction. As the liquidity condition was not satisfied until the closing of the Recapitalization Transaction, in prior periods, the Company had not recorded any expense related to the grant of RSUs. Share-based compensation expense in relation to the RSUs is recognized using the graded vesting method, in which compensation costs for each vesting tranche is recognized ratably from the service inception date to the vesting date for that tranche. The fair value of the RSUs is determined using the Company’s closing stock price on the grant date.

Certain RSU recipients were also holders of the Original Awards, which were cancelled upon closing the Recapitalization Transaction. The RSUs granted to these employees have been treated as replacement awards (the “Replacement RSUs”) and are accounted for as a modification to the Original Awards. As the fair value of the Original Awards was $Nil on the modification dates, the incremental compensation cost recognized is equal to the fair value of the Replacement RSUs on the modification date, which shall be recognized over the remaining requisite service period. Periodically, the Board awards RSUs to its members and officers.

On November 26, 2024, the Board awarded 144,500 RSUs to four Board members. The RSUs shall vest over a period of one year. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.

On April 25, 2025, the Board awarded 5,672 RSUs to four officers. The RSUs shall vest over a period of one year. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.

The most recent issuances were on September 29, 2025, where 250 RSUs were issued to an employee and on December 1, 2025, where 149,332 RSUs were issued to six officers. The RSUs vest over a period of one to three years. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.

During the year ended December 31, 2025, the Company recognized $1.8 million of share-based compensation expense associated with the RSUs (December 31, 2024 — $2.1 million). Share-based compensation expense is presented in selling, general and administrative expenses on the consolidated statements of operations.

As of December 31, 2025, there was approximately $1.7 million of total unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted-average service period of one year.

The following table summarizes certain information in respect of RSU activity during the period:

 

 

 

Year Ended December 31, 2025

 

 

Year Ended December 31, 2024

 

 

 

Units

 

 

 

Weighted
Average
Grant Price

 

 

Units

 

 

 

Weighted
Average
Grant Price

 

Unvested balance, beginning

 

 

298,877

 

 

$

 

0.01

 

 

 

315,668

 

 

$

 

0.02

 

Granted

 

 

155,254

 

 

 

 

0.00

 

 

 

144,500

 

 

 

 

0.01

 

Vested

 

 

(186,757

)

 

 

 

0.01

 

 

 

(126,957

)

 

 

 

0.02

 

Forfeited

 

 

(450

)

 

 

 

0.01

 

 

 

(34,334

)

 

 

 

0.02

 

Unvested balance, ending

 

 

266,924

 

 

$

 

0.01

 

 

 

298,877

 

 

$

 

0.01