Quarterly report pursuant to Section 13 or 15(d)

Note 10 - Shareholders' Equity

v3.23.3
Note 10 - Shareholders' Equity
 9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Equity [Text Block]

10.

Shareholders’ Equity

 

Authorized capital stock

 

The Company has authorized share capital of an unlimited number of voting common shares, and the shares do not have a stated par value. Common shareholders are entitled to receive dividends as declared by the Company, if any, and are entitled to one vote per share at the Company's annual general meeting and any special meeting.

 

Equity issued during the nine months ended September 30, 2023

 

On April 10, 2023, in conjunction with his appointment as Chief Business Officer of DiaMedica, Mr. David Wambeke purchased 468,750 of DiaMedica’s common shares at an aggregate purchase price of $750,000 or $1.60 per share.

 

On June 21, 2023, we issued and sold an aggregate 11,011,406 common shares pursuant to a securities purchase agreement at a purchase price of $3.40 per share, or $3.91 per share in the case of our participating directors and officers, in a private placement. As a result of the offering, we received gross proceeds of $37.5 million, which resulted in net proceeds to us of approximately $36.1 million, after deducting the offering expenses.

 

 

In connection with the June 2023 private placement, we entered into a registration rights agreement (Registration Rights Agreement) with the investors pursuant to which we agreed to file with the United States Securities and Exchange Commission (SEC) a registration statement registering the resale of the shares sold in the June 2023 private placement (Resale Registration Statement). The Resale Registration Statement was filed with the SEC on June 30, 2023 and declared effective by the SEC on July 7, 2023. Under the terms of the Registration Rights Agreement, we agreed to keep the Resale Registration Statement effective at all times until the shares are no longer considered “Registrable Securities” under the Registration Rights Agreement and if we fail to keep the Resale Registration Statement effective, subject to certain permitted exceptions, we will be required to pay liquidated damages to the investors in an amount of up to 10% of the invested capital, excluding interest. We also agreed, among other things, to indemnify the selling holders under the Resale Registration Statement from certain liabilities and to pay all fees and expenses incident to our performance of or compliance with the Registration Rights Agreement.

 

During the nine months ended September 30, 2023, 17,621 common shares were issued in settlement of deferred share units and 12,867 common shares were issued upon the vesting of restricted stock units.

 

Equity issued during the nine months ended September 30, 2022

 

During the nine months ended September 30, 2022, we did not issue any common shares.

 

Shares reserved

 

Common shares reserved for future issuance are as follows:

 

   

September 30, 2023

  

Common shares issuable upon exercise of employee and non-employee stock options

     3,698,513  

Common shares issuable upon settlement of deferred stock units

     213,905  

Common shares issuable upon vesting of restricted stock units

     4,289  

Common shares issuable upon exercise of common share purchase warrants

     205,000  

Shares available for grant under the 2019 Omnibus Incentive Plan

     1,067,215  

Shares available for grant under the 2021 Employment Inducement Incentive Plan

     395,000  

Total

     5,583,922