v3.26.1
Share-Based Compensation
3 Months Ended
Mar. 31, 2026
Share-Based Compensation  
Share-Based Compensation

9. Share-Based Compensation

Stock Options

Under the Company’s 2019 Equity Incentive Plan, or the “2019 Plan,” and the Company’s Stock Option Plan, or the “2011 Plan,” unless otherwise decided by the Company’s board of directors, options vest and are exercisable as follows: 25% vest and are exercisable on the one year anniversary of the grant date and one thirty-sixth (1/36th) of the remaining options vest and are exercisable each month thereafter, such that options are vested in full on four-year anniversary of the grant date.

Under the 2019 Plan, 183,349 options have been forfeited or expired under the 2011 Plan since the adoption of the 2019 Plan and have become available for issuance under the 2019 Plan. Further, since the adoption of the plan, 561,000 of previously issued options were cancelled and were made available for future grants. As of March 31, 2026, there were 15,714,455 common shares available for issuance under the 2019 Plan, of which 1,482,710 common shares were available for future grants.

On November 10, 2021, the Company established a 2021 Inducement Plan, or the “Inducement Plan.” This 2021 Inducement Plan is intended to help the Company provide an inducement for certain individuals to enter employment with the Company, incentives for such persons to exert maximum efforts for the success of the Company and a means by which employees may benefit from increases in value of the common shares. On March 17, 2026, the Company’s board of directors approved an increase to the 2021 Inducement Plan pool of 800,000 shares. As of March 31, 2026, there were 1,129,000 shares available for issuance under the 2021 Inducement Plan, of which 671,000 shares were available for future grants.

The total outstanding and exercisable options from the 2011 Plan, 2019 Plan, and Inducement Plan as of and for the three-month periods ending March 31 were as follows:

2026

Weighted

Number

average

of shares

exercise

  ​ ​ ​

2019 Plan

Inducement Plan

2011 Plan

  ​ ​

Total

  ​ ​

price

Outstanding at beginning of period - 2011 Plan

 

  ​ ​ ​

1,294,691

  ​ ​ ​

1,294,691

  ​ ​ ​

$

2.23

Outstanding at beginning of period - 2019 Plan

8,591,306

8,591,306

4.21

Outstanding at beginning of period - Inducement Plan

710,000

710,000

4.76

Granted - 2019 Plan

2,131,500

2,131,500

1.95

Granted - Inducement Plan

419,000

419,000

1.96

Outstanding at end of period

 

10,722,806

1,129,000

1,294,691

13,146,497

$

3.60

Outstanding at end of period - Weighted average exercise price

$

3.76

$

3.72

$

2.23

Exercisable at end of period

6,260,668

478,855

1,294,691

8,034,214

$

4.61

Exercisable at end of period - Weighted average exercise price

 

$

4.99

$

5.99

$

2.23

2025

Weighted

Number

average

of shares

exercise

2019 Plan

Inducement Plan

2011 Plan

  ​ ​

Total

  ​ ​

price

Outstanding at beginning of period - 2011 Plan

  ​ ​ ​

1,632,485

1,632,485

$

2.11

Outstanding at beginning of period - 2019 Plan

 

7,604,606

7,604,606

4.97

Outstanding at beginning of period - Inducement Plan

496,000

496,000

5.99

Granted - 2019 Plan

1,151,400

1,151,400

2.02

Granted - Inducement Plan

244,000

244,000

2.01

Outstanding at end of period

8,756,006

740,000

1,632,485

11,128,491

$

4.22

Outstanding at end of period - Weighted average exercise price

$

4.58

$

4.68

$

2.11

Exercisable at end of period

5,795,146

350,292

1,632,485

7,777,923

$

4.85

Exercisable at end of period - Weighted average exercise price

$

5.54

$

6.22

$

2.11

The weighted average remaining contractual life was 6.9 and 6.9 years for outstanding options as of March 31, 2026 and 2025, respectively. The weighted average remaining contractual life was 5.5 and 6.0 years for vested options, as of March 31, 2026 and 2025, respectively.

There was $7.3 million and $7.4 million of total unrecognized compensation cost related to non-vested share options as of March 31, 2026 and 2025, respectively. The share options are expected to be recognized over a remaining weighted average vesting period of 2.97 years and 2.09 years as of March 31, 2026 and 2025, respectively.

Options granted are valued using the Black-Scholes option pricing model. This model also requires assumptions, including expected option life, volatility, risk-free interest rate, and dividend yield, which greatly affect the calculated values. Amortization of the fair value of the options over vesting years has been expensed and credited to additional paid-in capital in shareholders’ equity.

The non-vested options as of and for the three-month period ending March 31 were as follows:

2026

Number

Weighted

of options

average

2019 Plan

  ​ ​ ​

Inducement Plan

  ​ ​ ​

2011 Plan

  ​ ​ ​

Total

  ​ ​ ​

fair value

Non-vested share options at beginning of period - 2019 Plan

2,953,423

2,953,423

 

$

1.77

Non-vested share options at beginning of period - Inducement Plan

301,917

301,917

2.03

Granted - 2019 Plan

 

2,131,500

2,131,500

1.74

Granted - Inducement Plan

419,000

419,000

1.75

Vested, outstanding 2011 Plan

 

Vested, outstanding - 2019 Plan

(622,785)

(622,785)

2.11

Vested, outstanding - Inducement Plan

(70,772)

(70,772)

2.61

Forfeited - 2011 Plan

Expired - 2019

Forfeited - Inducement Plan

Forfeited - 2019 Plan

-

Non-vested share options at end of period

 

4,462,138

650,145

5,112,283

 

$

1.72

Non-vested share options at end of period - Weighted average fair value

$

1.71

$

1.79

$

2025

Number

Weighted

of options

average

  ​ ​ ​

2019 Plan

  ​ ​ ​

Inducement Plan

  ​ ​ ​

2011 Plan

  ​ ​ ​

Total

  ​ ​ ​

fair value

Non-vested share options at beginning of period - 2019 Plan

2,754,054

2,754,054

 

$

2.33

Non-vested share options at beginning of period - Inducement Plan

176,709

176,709

4.19

Granted - 2019 Plan

 

1,151,400

1,151,400

1.64

Granted - Inducement Plan

244,000

244,000

2

Vested, outstanding - 2019 Plan

(944,594)

(944,594)

2.12

Vested, outstanding - Inducement Plan

(31,001)

(31,001)

4.53

Non-vested share options at end of period

 

2,960,860

389,708

3,350,568

 

$

2.18

Non-vested share options at end of period - Weighted average fair value

$

2.13

$

2.54

$

The fair value of options granted for the 2011 Plan, 2019 Plan and Inducement Plan were estimated using the Black-Scholes option pricing model, resulting in the following weighted average assumptions for the options granted:

Three months ended March 31, 

2026

  ​ ​ ​

2025

 

Exercise price

$

1.95

 

$

2.02

Share price

$

1.95

 

$

2.02

Volatility

 

126

%  

100

%

Risk-free interest rate

 

3.91

%  

4.39

%

Expected life

 

6.07 years

 

6.08 years

Dividend

 

0

%  

0

%

Expected volatility is determined using the Company’s historical volatility. Prior to establishing sufficient historical volatility, the Company used comparable companies for which the information is publicly available. The risk-free interest rate is determined based on the U.S. sovereign rates benchmark in effect at the time of grant with a remaining term equal to the expected life of the option. Expected option life is determined based on the simplified method as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The simplified method is an average of the contractual term of the options and its ordinary vesting period. Dividend yield is based on the share option’s exercise price and expected annual dividend rate at the time of grant. The total grant date fair

value for options granted during the three-months ended March 31, 2026 and 2025 was $4.4 million and $2.3 million, respectively.

Performance Stock Options

On May 6, 2024, the Company, pursuant to the 2019 Plan, awarded 924,000 performance stock options to employees. The performance stock options were granted “at-the-money” and have a term of 10 years.

The original grant-date fair value of each option was estimated on the date of grant using the same option valuation model used for the options outlined above. The original grant-date fair value of $1.3 million was determined using an expected volatility of 98.5%, term of 5.82 years, strike price of $1.74, and risk-free rate of 4.43%. Compensation expense for performance-based stock options is only recognized when management determines it is probable that the awards will vest.

The vesting of the performance-based stock options was conditional upon the FDA approval of etripamil. Subject to the option-holder’s continuous service as of each such date, 50% of the option shares will vest on the six-month anniversary of the approval date and the remaining 50% of the option shares will vest on the one-year anniversary of such approval date. The weighted average grant date fair value of the performance stock options awarded was $1.38 per option. The Company recorded $0.1 million of expense related to the performance-based stock options during the three months ended March 31, 2026, as the performance conditions were met with FDA approval of etripamil for the treatment of PSVT on December 12, 2025. The Company did not record any expense related to the performance-based stock options during the three months ended March 31, 2025 as the performance conditions were not deemed probable of being met. No performance stock options were awarded for the three months ended March 31, 2026 and 2025.

Employee Stock Purchase Plan

On July 15, 2022, the Company offered an ESPP, in which participation is available to the Company’s employees in the United States and Canada who meet certain service eligibility requirements. Eligible employees may authorize an amount up to 15% of their salary to purchase common shares at the lower of a 15% discount to the beginning price of the participation period or a 15% discount to the ending price of each six-month purchase interval. The ESPP also provides for an automatic reset feature to start participants on a new twelve-month participation period in the event that the common share market value on a purchase date is less than the common shares value on the first day of the twelve-month offering period.

On January 1, 2026, the number of common shares reserved for issuance under the ESPP automatically increased by 487,837 shares. During the three months ended March 31, 2026, the Company terminated the ongoing ESPP offering effective in March after the completion of the first purchase period and recognized a de minimis amount of incremental stock-based compensation expense related to the unamortized compensation costs of the cancelled period. Compensation expense for purchase rights under the ESPP related to the purchase discount and the “look-back” option was determined using a Black-Scholes option pricing model. As of March 31, 2026, 628,646 common shares have been issued under the ESPP. 

Performance Share Units

On May 6, 2024, the Company, pursuant to the 2019 Plan, awarded 924,000 Performance Share Units, or “PSUs,” to employees. The PSUs vest subject to the satisfaction of certain performance conditions established by the Company’s Compensation Committee. The FDA approval of etripamil represents the performance condition for the vesting of these PSUs. As a result of the FDA approval on December 12, 2025, 100% of the outstanding PSUs vested at a grant date fair value of $1.74 per share. No additional PSUs were awarded for the three months ended March 31, 2026.

Restricted Stock Units

Pursuant to the 2019 Plan, the Company issues restricted stock units, or “RSUs,” to employees which vest based on a service criteria. When vested, the RSUs represent the right to be issued a number of shares of the Company’s common shares equal to the number of RSUs granted. The grant date fair value for RSUs is based on the market price of the Company’s common shares on the date of the grant. The fair value is then amortized to compensation expense over the requisite service period or vesting term.

The total outstanding RSUs from the 2019 Plan as of and for the three-month period ending March 31 were as follows:

2026

2025

Weighted

Weighted

Number

average

Number

average

of shares

exercise

of shares

exercise

  ​ ​ ​

  ​ ​

price

  ​ ​

  ​ ​

price

Outstanding at beginning of period

 

950,700

  ​ ​ ​

$

2.02

 

  ​ ​ ​

$

Granted

1,591,650

1.99

988,850

2.02

Vested

(237,677)

2.02

Forfeited

Outstanding at end of period

2,304,673

$

2.00

988,850

$

2.02

The total unrecognized compensation cost related to the non-vested RSUs as of March 31, 2026, was $4.4 million and will be recognized over a weighted average period of approximately 3.50 years. The total unrecognized compensation cost related to the non-vested RSUs as of March 31, 2025 was $1.9 million and will be recognized over a weighted average period of approximately 3.8 years.

Share-based Compensation Expense

The Company recognized total share-based compensation expense for all plans as follows:

Three months ended March 31, 

2026

  ​ ​ ​

2025

Administration

$

637

 

$

737

Research and development

401

 

431

Commercial activities

244

 

183

Total

$

1,282

 

$

1,351