Annual report pursuant to Section 13 and 15(d)

Note 12 - Share-based Compensation

v3.19.1
Note 12 - Share-based Compensation
12 Months Ended
Dec. 31, 2018
Notes to Financial Statements  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
12.
 
Share-Based Compensation
 
Deferred share unit plan
 
The DiaMedica Therapeutics Inc. Amended and Restated Deferred Share Unit Plan (“DSU Plan”) promotes greater alignment of long-term interests between non-executive directors and executive officers of the Company and its shareholders through the issuance of deferred share units (“DSUs”). Since the value of DSUs increases or decreases with the market price of the common shares, DSUs reflect a philosophy of aligning the interests of directors and executive officers by tying compensation to share price performance. For the year ended
December 31, 2018
and
2017,
there were
no
DSUs or common shares underlying DSUs issued. The Company has reserved for issuance up to
100,000
common shares under the DSU Plan and
21,183
DSUs were outstanding at
December 31, 2018
and
2017.
 
Stock option plan
 
The DiaMedica Therapeutics Inc. Stock Option Plan Amended and Restated
November 6, 2018 (
the “Option Plan”) allows the Board of Directors from time to time, in its sole discretion, and in accordance with the requirements of the Nasdaq Stock Market, to grant the Company’s directors, officers, employees and certain consultants (as such terms are used in the Option Plan) non-transferable options to purchase common shares. The shareholders approved the adoption of the Option Plan on
September 22, 2011,
which was then amended and restated on
October 23, 2015,
December 21, 2017
and
November 6, 2018.
The number of common shares reserved for issuance under the Option Plan at any time is equal to the lesser of:
783,918
(subject to adjustment) and
10%
of the issued common shares at the relevant time and the aggregate number of common shares reserved for issuance under any other compensation or incentive mechanism or plan (including deferred share unit plans or employee stock option plans, if any), shall
not
exceed
10%
of our issued shares at the relevant time. In addition, the maximum number of common shares that
may
be issued under the Option Plan upon the exercise of incentive stock options within the meaning of Section
422
of the United States Internal Revenue Code of
1986,
as amended (the “Code”) is
283,918
shares (subject to adjustment).
 
As of
December 31, 2018,
options to purchase
639,359
common shares were outstanding. Options granted vest at various rates and have terms of up to
10
years. As the TSX Venture Exchange was the principal trading market for the Company’s common shares, all options previously granted under the Option Plan have been priced in Canadian dollars.
 
The aggregate number of common shares reserved for issuance under the Option Plan and the DSU Plan as of
December 31, 2018
was
783,918.
 
Share-based compensation expense for each of the periods presented is as follows (in thousands):
 
   
December 31,
2018
   
December 31,
2017
 
Research and development
  $
170
    $
60
 
General and administrative
   
450
     
349
 
Total share-based compensation
  $
620
    $
409
 
 
We recognize share-based compensation based on the fair value of each award as estimated using the Black-Scholes option valuation model. Ultimately, the actual expense recognized over the vesting period will only be for those shares that actually vest.
 
A summary of option activity is as follows (in thousands except share and per share amounts):
 
   
Shares
Underlying
Options
   
Weighted
Average Exercise
Price Per Share
(CAD$)
   
Aggregate
Intrinsic Value
(CAD$)
 
Balances at December 31, 2016
   
427,850
    $
7.68
    $
187
 
Granted
   
127,635
     
6.11
     
 
 
Exercised
   
(3,000
)    
3.00
     
 
 
Expired/cancelled
   
(72,450
)    
13.29
     
 
 
Forfeited
   
     
     
 
 
Balances at December 31, 2017
   
480,035
    $
6.45
    $
674
 
Granted
   
196,800
     
11.08
     
 
 
Exercised
   
(16,954
)    
3.29
     
 
 
Expired/cancelled
   
     
     
 
 
Forfeited
   
(20,522
)    
8.99
     
 
 
Balances at December 31, 2018
   
639,359
    $
7.87
    $
 
 
 
A summary of the status of our unvested shares during the year ended and as of
December 31, 2018
is as follows:
 
   
Shares Under
Option
   
Weighted Average Grant Date Fair Value Per Share
(CAD$)
 
Unvested at December 31, 2017
   
216,793
    $
3.69
 
Granted
   
196,800
     
9.30
 
Vested
   
(150,739
)    
4.48
 
Forfeitures
   
(20,522
)    
7.27
 
Unvested at December 31, 2018
  $
242,332
    $
7.45
 
 
Information about stock options outstanding, vested and expected to vest as of
December 31, 2018,
is as follows:
 
       
Outstanding, Vested and Expected to Vest
   
Options Vested and Exercisable
 
Per Share Exercise
Price
 
Shares
   
Weighted
Average
Remaining
Contractual
Life (Years)
   
Weighted
Average
Exercise Price
(CAD$)
   
Options
Exercisable
   
Weighted
Average
Remaining
Contractual
Life (Years)
 
$2.00
-
$2.60
   
50,000
     
6.8
    $
2.00
     
50,000
     
6.8
 
$2.80
-
$3.20
   
125,400
     
6.9
     
3.00
     
125,400
     
6.9
 
$3.40
-
$5.20
   
130,405
     
8.0
     
5.12
     
91,239
     
8.0
 
$5.40
-
$10.20
   
98,063
     
8.5
     
6.39
     
50,563
     
8.5
 
$10.40
-
$34.00
   
235,491
     
8.2
     
13.86
     
79,825
     
5.9
 
 
 
 
   
639,359
     
7.8
    $
7.87
     
397,027
     
7.1
 
 
The cumulative grant date fair value of employee options vested during the years ended
December 31, 2018
and
2017
was
$508,000
and
$213,000,
respectively. Total proceeds received for options exercised during the years ended
December 31, 2018
and
2017
were
$43,000
and
$7,000,
respectively.
 
As of
December 31, 2018
and
2017,
total compensation expense related to unvested employee stock options
not
yet recognized was
$1.4
million and
$551,000,
respectively, which is expected to be allocated to expenses over a weighted-average period of
2.01
and
1.97
years, respectively.
 
The aggregate intrinsic value of stock options exercised during the years ended
December 31, 2018
and
2017
was
$104,000
and
12,000,
respectively.
 
The assumptions used in calculating the fair value under the Black-Scholes option valuation model are set forth in the following table for options issued by the Company for the years ended
December 31, 2018
and
2017:
 
   
2018
   
2017
 
Common share fair value  
$8.84
-
$9.33
   
$5.20
-
$8.40
 
Risk-free interest rate
 
 2.1
2.2%
   
 
1.1%
 
 
Expected dividend yield
 
 
0%
 
   
 
0%
 
 
Expected option life
 
 4.8
5.0
   
 
4.5
 
 
Expected stock price volatility
 
 123.5
135.7%
   
 84.7
156.8%
 
 
Nonemployee share-based compensation
 
We account for stock options granted to nonemployees in accordance with FASB ASC
505.
In connection with stock options granted to nonemployees, we recorded
$205,000
and
$308,000
for nonemployee share-based compensation during the years ended
December 31, 2018
and
2017,
respectively.
 
These amounts were based upon the fair values of the vested portion of the grants. Amounts expensed during the remaining vesting period will be determined based on the fair value at the time of vesting.