Annual report pursuant to Section 13 and 15(d)

Note 14 - Share-based Compensation

v3.20.1
Note 14 - Share-based Compensation
12 Months Ended
Dec. 31, 2019
Notes to Financial Statements  
Share-based Payment Arrangement [Text Block]
14.
Share-Based Compensation
 
2019
Omnibus Incentive Plan
 
The DiaMedica Therapeutics Inc.
2019
Omnibus Incentive Plan (
2019
Plan) was adopted by the Board of
Directors in
March 2019
and approved by our shareholders at our annual general and special meeting of shareholders held on
May 22, 2019.
The
2019
Plan permits the Board, or a committee or subcommittee thereof, to grant to the Company’s eligible employees, non-employee directors and consultants non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards and other stock-based awards. We grant options to purchase common shares under the
2019
Plan at
no
less than the fair market value of the underlying common shares as of the date of grant. Options granted to employees and non-employee directors have a maximum term of
ten
years and generally vest in approximately equal quarterly installments over
one
to
three
years. Options granted to non-employees have a maximum term of
five
years and generally vest in approximately equal quarterly installments over
one
year. Subject to adjustment as provided in the
2019
Plan, the maximum number of the Company’s common shares authorized for issuance under the
2019
Plan is
2,000,000
shares. As of
December 31, 2019,
options to purchase
615,178
common shares were outstanding under the
2019
Plan.
 
Stock option plan
 
The DiaMedica Therapeutics Inc. Stock Option Plan, Amended and Restated
November 6, 2018 (
Prior Plan), was terminated by the Board of Directors in conjunction with the shareholder approval of the
2019
Plan. Awards outstanding under the Prior Plan remain outstanding in accordance with and pursuant to the terms thereof. Options granted under the Prior Plan have terms similar to those used under the
2019
Plan. As of
December 31, 2019,
options to purchase
605,181
common shares were outstanding under the Prior Plan.
 
Deferred share unit plan
 
The DiaMedica Therapeutics Inc. Amended and Restated Deferred Share Unit Plan (DSU Plan) was terminated by the Board of Directors in conjunction with the shareholder approval of the
2019
Plan. Awards outstanding under the DSU Plan remain outstanding in accordance with and pursuant to the terms thereof. As of
December 31, 2019,
there were
21,183
common shares reserved for deferred share units (DSUs) outstanding.
 
The aggregate number of common shares reserved for issuance for awards granted under the
2019
Plan, the Prior Plan and the DSU Plan as of
December 31, 2019
was
1,241,542.
 
As the TSX Venture Exchange was the principal trading market for the Company’s common shares, all options granted prior to
December 31, 2018
under the Prior Plan were priced in Canadian dollars. Options granted after
December 31, 2018
under the
2019
Plan and the Prior Plan have been priced in United States dollars.
 
Share-based compensation expense for each of the periods presented is as follows (in thousands):
 
   
December 31, 201
9
   
December 31, 2018
 
Research and development
  $
370
    $
170
 
General and administrative
   
794
     
450
 
Total share-based compensation
  $
1,164
    $
620
 
 
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
   
Aggregate
Intrinsic Value
 
Balances at December 31, 2017
   
480,035
    $
4.98
    $
508
 
Granted
   
196,800
     
8.55
     
 
 
Exercised
   
(16,954
)    
2.54
     
 
 
Expired/cancelled
   
     
     
 
 
Forfeited
   
(20,522
)    
6.94
     
 
 
Balances at December 31, 2018
   
639,359
    $
6.07
    $
 
Granted
   
725,825
     
4.52
     
 
 
Exercised
   
(50,000
)    
1.50
     
 
 
Expired/cancelled
   
(7,353
)    
5.49
     
 
 
Forfeited
   
(87,472
)    
5.22
     
 
 
Balances at December 31, 2019
   
1,220,359
    $
5.33
    $
678
 
 
A summary of the status of our unvested shares during the year ended and as of
December 31, 2019
is as follows:
 
   
Shares
Underlying
Options
   
Weighted
Grant Date Fair
Value Per Share
 
Unvested at December 31, 2018
   
242,332
    $
5.75
 
Granted
   
725,825
     
3.21
 
Vested
   
(301,938
)    
4.07
 
Forfeited
   
(87,472
)    
3.94
 
Unvested at December 31, 2019
   
578,747
    $
3.73
 
 
Information about stock options outstanding, vested and expected to vest as of
December 31, 2019,
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
   
Options Exercisable
   
Weighted Average Remaining Contractual Life (Years)
 
$2.00
-
$2.99
   
132,900
     
6.0
    $
2.29
     
132,483
     
6.0
 
$3.00
-
$3.99
   
120,822
     
7.0
     
3.90
     
120,822
     
7.0
 
$4.00
-
$4.99
   
746,407
     
9.2
     
4.55
     
248,403
     
8.8
 
$5.00
-
$10.00 
   
170,080
     
8.4
     
8.33
     
89,755
     
8.4
 
$10.01
-
$34.00
   
50,150
     
2.9
     
18.22
     
50,150
     
2.9
 
 
 
 
   
1,220,359
     
8.2
    $
5.33
     
641,613
     
7.3
 
 
The cumulative grant date fair value of employee options vested during the years ended
December 31, 2019
and
2018
was
$918,000
and
$508,000,
respectively. Total proceeds received for options exercised during the years ended
December 31, 2019
and
2018
were
$75,000
and
$43,000,
respectively.
 
As of
December 31, 2019,
total compensation expense related to unvested employee stock options
not
yet recognized was
$2.1
million, which is expected to be allocated to expenses over a weighted-average period of
2.3.
 
The aggregate intrinsic value of stock options exercised during the years ended
December 31, 2019
and
2018
was
$75,000
and
$104,000,
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:
 
   
201
9
 
2018
Common share fair value
 
$2.07
-
$4.60
 
$6.82
-
$7.20
Risk-free interest rate
 
1.5
2.4%
 
 2.1
2.2%
Expected dividend yield
 
 
0%
 
 
 
0%
 
Expected option life
 
4.2
5.1
 
 4.8
5.0
Expected stock price volatility
 
88.7
103.5%
 
 123.5
135.7%