10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on February 14, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM
______________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number:
______________________________________
(Exact name of registrant as specified in its charter)
______________________________________
Québec, |
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(State or other jurisdiction of |
(I.R.S. Employer |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
______________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes
The number of outstanding common shares of the registrant, no par value per share, as of February 14 2022, was
ACASTI PHARMA INC.
QUARTERLY REPORT ON FORM 10-Q
For the Quarter Ended December 31, 2021
Table of Contents
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7 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
21 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
41 |
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Item 4. |
Controls and Procedures |
41 |
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2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report contains information that may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and forward-looking information within the meaning of Canadian securities laws, both of which we refer to in this quarterly report as forward-looking statements. Forward-looking statements can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue” or other similar expressions concerning matters that are not statements about the present or historical facts. Forward-looking statements in this quarterly report include, among other things, information or statements about:
Although the forward-looking statements in this quarterly report are based upon what we believe are reasonable assumptions, you should not place undue reliance on those forward-looking statements since actual results may vary materially from them. Important assumptions made by us when making forward-looking statements include, among other things, assumptions by us that:
3
In addition, the forward-looking statements in this quarterly report are subject to a number of known and unknown risks, uncertainties and other factors many of which are beyond our control, that could cause our actual results and developments to differ materially from those that are disclosed in or implied by the forward-looking statements, including, among others:
4
5
All of the forward-looking statements in this quarterly report are qualified by this cautionary statement. There can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the consequences or effects on our business, financial condition, or results of operations that we anticipate. As a result, you should not place undue reliance on the forward-looking statements. Except as required by applicable law, we do not undertake to update or amend any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are made as of the date of this quarterly report.
We express all amounts in this quarterly report in U.S. dollars, except where otherwise indicated. References to “$” and “U.S.$” are to U.S. dollars and references to “C$” or “CAD$” are to Canadian dollars.
Except as otherwise indicated, references in this quarterly report to “Acasti,” “the Corporation,” “we,” “us” and “our” refer to Acasti Pharma Inc. and its consolidated subsidiaries, including Acasti Pharma U.S., which is formerly Grace.
6
PART I. FINANCIAL INFORMATION
Item 1: Financial Information
Unaudited Condensed Consolidated Interim Financial Statements
7
Condensed Consolidated Interim Financial Statements of
(Unaudited)
ACASTI PHARMA INC.
Three and Nine Months ended December 31, 2021 and 2020
8
ACASTI PHARMA INC.
Condensed Consolidated Interim Balance Sheet
(Unaudited)
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December 31, |
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March 31, |
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(Expressed in thousands of U.S. dollars except share data) |
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Notes |
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$ |
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$ |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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Short-term investments |
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5 |
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Receivables |
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Assets held for sale |
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7 |
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Prepaid expenses |
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Total current assets |
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Right of Use asset |
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Intangible assets |
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4 |
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Total assets |
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Liabilities and shareholders’ equity |
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Current liabilities: |
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Trade and other payables |
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Lease liability |
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Derivative warrant liabilities |
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8 |
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Total current liabilities |
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Derivative warrant liabilities |
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8 |
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Total liabilities |
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Shareholders’ equity: |
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Common shares |
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4,9(a) |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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( |
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( |
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Accumulated deficit |
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( |
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( |
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Total shareholder’s equity |
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15 |
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Total liabilities and shareholders’ equity |
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See accompanying notes to unaudited Interim financial statements.
9
ACASTI PHARMA INC.
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
(Unaudited)
Three and Nine Months ended December 31, 2021 and 2020
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Three-month ended |
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Nine Months ended |
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December 31, |
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December 31, |
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December 31, |
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December 31, |
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(Expressed in thousands of U.S dollars, except per share data) |
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Notes |
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$ |
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$ |
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$ |
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$ |
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Revenues |
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Revenues from product sales |
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Operating expenses |
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Cost of sales of products |
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( |
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( |
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Research and development expenses, net of government assistance |
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10 |
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( |
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( |
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( |
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( |
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General and administrative expenses |
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( |
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( |
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( |
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( |
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Sales and marketing expenses |
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( |
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( |
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( |
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( |
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Impairment of intangible assets |
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6 |
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( |
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Impairment of equipment |
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7 |
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( |
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Impairment of Other asset and prepaid |
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7 |
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( |
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( |
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Loss from operating activities |
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( |
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( |
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( |
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( |
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Financial income (expenses) |
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12 |
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( |
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Net loss and total comprehensive loss |
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( |
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( |
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( |
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( |
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Basic and diluted loss per share |
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( |
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( |
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( |
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( |
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Weighted average number of shares outstanding |
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See accompanying notes to unaudited interim financial statements
10
ACASTI PARMA INC.
Condensed Consolidated Interim Statements of Changes in Shareholder’s Equity
(Unaudited)
Three and Nine Months ended December 31, 2021 and 2020
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Common Shares |
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(Expressed in thousands of U.S. dollars except share data) |
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Notes |
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Number |
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Dollar |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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$ |
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$ |
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$ |
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$ |
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$ |
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Balance, March 31, 2021 |
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1 |
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( |
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( |
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Net loss and total comprehensive loss for the period |
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— |
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— |
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— |
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— |
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( |
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( |
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Cumulative translation adjustment |
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— |
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— |
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— |
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— |
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Stock based compensation |
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13 |
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— |
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— |
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— |
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— |
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Balance at June 30, 2021 |
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( |
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Net income and total comprehensive income for the period |
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— |
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— |
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— |
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— |
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Cumulative translation adjustment |
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— |
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— |
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— |
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( |
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— |
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( |
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Stock based compensation |
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13 |
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— |
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— |
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— |
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— |
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Common shares issued in relation to merger with Grace via share-for-share |
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4 |
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— |
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— |
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— |
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Balance at September 30, 2021 |
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( |
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( |
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Net loss and total comprehensive loss for the period |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Cumulative translation adjustment |
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— |
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— |
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— |
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— |
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Stock based compensation |
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13 |
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— |
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— |
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— |
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Fees related to share-for-share issuance for merger with Grace |
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4 |
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— |
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( |
) |
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— |
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— |
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— |
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( |
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Balance at December 31, 2021 |
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( |
) |
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( |
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Common Shares |
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(Expressed in thousands of US dollars except for share data) |
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Notes |
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Number |
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Dollar |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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$ |
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$ |
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$ |
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$ |
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$ |
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Balance, March 31, 2020 |
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( |
) |
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( |
) |
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Net loss and total comprehensive loss for the period |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Cumulative translation adjustment |
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— |
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— |
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— |
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— |
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Net proceeds from shares issued under the at-the-market (ATM) program |
|
9(a) |
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— |
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— |
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— |
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Stock based compensation |
|
13 |
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— |
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— |
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— |
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— |
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Balance at June 30, 2020 |
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( |
) |
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( |
) |
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Net loss and total comprehensive loss for the period |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Cumulative translation adjustment |
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— |
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— |
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— |
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— |
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Net proceeds from shares issued under the at-the-market (ATM) program |
|
9(a) |
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— |
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— |
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— |
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Stock based compensation |
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( |
) |
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( |
) |
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— |
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— |
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Balance at September 30, 2020 |
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( |
) |
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( |
) |
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Net loss and total comprehensive loss for the period |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Cumulative translation adjustment |
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— |
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— |
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— |
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— |
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