MIND MEDICINE (MINDMED) INC. Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q) - Marketscreener.com

2 years ago 42

The pursuing treatment should beryllium work successful conjunction with the unaudited condensed consolidated fiscal statements and notes thereto included elsewhere in this Quarterly Report connected Form 10-Q. This Quarterly Report connected Form 10-Q, including the pursuing sections, contains forward-looking statements. These statements are taxable to risks and uncertainties that could origin actual results and events to disagree materially from those expressed oregon implied by such forward-looking statements. For a elaborate treatment of these risks and uncertainties, spot Item 1A "Risk Factors" successful our 2021 Annual Report and this Quarterly Report. See besides "Special Note Regarding Forward-Looking Statements." We caution the scholar not to spot undue reliance connected these forward-looking statements, which bespeak management's investigation lone arsenic of the day of this Quarterly Report. We undertake nary work to update forward-looking statements, which bespeak events oregon circumstances occurring aft the day of this Quarterly Report. Our U.S. GAAP accounting policies are referred to successful Note 2 of the Condensed Consolidated Financial Statements arsenic good arsenic the Consolidated Financial Statements included successful our 2021 Annual Report. All amounts are successful United States dollars, unless different indicated. References to "CAD$" are to Canadian dollars.

Overview

We are a objective signifier biopharmaceutical institution processing caller products to treat encephalon wellness disorders. Our ngo is to beryllium the planetary person successful the development and transportation of treatments that unlock caller opportunities to improve patient outcomes. We are processing a pipeline of innovative merchandise candidates, with and without acute perceptual effects, targeting the serotonin, dopamine and acetylcholine systems. This specifically includes pharmaceutically optimized drug products derived from the psychedelic and empathogen cause classes including LSD, R(-)-MDMA and zolunicant, oregon 18-MC, a congener of ibogaine. We were incorporated nether the laws of the Province of British Columbia. Our wholly owned subsidiary, Mind Medicine, Inc. ("MindMed US") was incorporated in Delaware. Prior to February 27, 2020, our operations were conducted through MindMed US. On February 26, 2021 the Company acquired 100% of the issued and outstanding shares of HealthMode Inc. ("HealthMode"), a developer of technologies using Artificial Intelligence (AI)-enabled integer measurement to summation the precision and velocity of objective probe and diligent monitoring. The Company plans to utilize these technologies successful its objective trials to heighten the quality of the information that is collected during the Company's objective trials. Since inception, we person incurred losses portion advancing the probe and development of our products and processes. Our nett losses were $16.5 cardinal and $17.2 cardinal for the 3 months ended September 30, 2022 and 2021, respectively, and $51.9 cardinal and $76.2 million, for the 9 months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, we had an accumulated shortage of $189.6 cardinal and currency and currency equivalents of $154.5 million. During the 9 months ended September 30, 2022, we continued to heighten the resources required to physique our pipeline of opportunities. This included adding personnel and declaration resources and ramping up the nonclinical aspects of our activities. In addition, sizeable effort was directed towards employing a successful financing strategy.

Research & Development Updates

Our MM-120 (LSD D-tartrate) Phase 2 studies successful GAD and ADHD are ongoing with topline results expected successful precocious 2023. Over the near-term, we mean to prioritize the objective probe programme of MM-120 successful psychiatric disorders, and at the due clip successful the aboriginal mean to proceed to research indications in different illness areas specified arsenic chronic pain. For our MM-402 oregon R(-)-MDMA program, we program to initiate a Phase 1 objective proceedings successful 2023; we besides started an investigator-initiated proceedings of R(-)-MDMA successful the 3rd 4th of 2022. For MM-110 (zolunicant HCl), we completed a Phase 1 survey successful precocious 2021, however, in the 3rd 4th of 2022, we determined that immoderate further objective development of our MM-110 programme volition beryllium taxable to the pursuit of non-dilutive sources of capital and collaborations with 3rd parties. Our outer collaborations and early probe and improvement activities person continued to progress, including the decision of the archetypal collaboration betwixt MindMed and Nextage Therapeutics.

Impact of COVID-19 Pandemic

We proceed to show the ongoing COVID-19 planetary pandemic, which has resulted in question and different restrictions to trim the dispersed of the disease. To date, we person not experienced immoderate important disruptions from the ongoing COVID-19 pandemic. All objective and chemistry, manufacturing and power activities are currently active.

The safety, wellness and well-being of each patients, aesculapian unit and our internal and outer teams is paramount and is our superior focus. As the pandemic and its resulting restrictions germinate successful jurisdictions crossed the country, we are alert that the potential

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exists for further disruptions to our projected timelines. We are successful close communication with our objective teams and cardinal vendors and are prepared to take action should the pandemic worsen and interaction our concern successful the future.

August 2022 Reverse Share Split

As antecedently disclosed connected May 27, 2022, we received a missive from Nasdaq's Listing Qualifications Department notifying america that we were not successful compliance with Nasdaq Listing Rule 5550(a)(2), arsenic the minimum bid terms for our listed securities was little than $1 for the erstwhile 30 consecutive concern days. We had a play of 180 calendar days, oregon until November 23, 2022, to regain compliance with the regularisation referred to successful this paragraph. The Company's Board approved a reverse stock divided of the Company's Common Shares connected a 15-for-1 basis, which was effected connected August 26, 2022 and which brought the bid terms of the Company's Common Shares supra the minimum bid price requirement nether the Nasdaq Listing Rules. No fractional Common Shares were issued arsenic a effect of the August Share Split. Each fractional Common Share remaining upon the August Share Split that was little than 1/2 of a Common Share was cancelled and each fractional Common Share that was astatine slightest 1/2 of a Common Share was changed to 1 full Common Share. The August Share Split affected all Common Shares outstanding instantly anterior to the effectual clip of the August Share Split, arsenic good arsenic the fig of Common Shares disposable nether the Company's banal enactment program and equity inducement plan. In addition, the August Share Split effected a simplification successful the fig of Common Shares issuable upon exercise of banal options, vesting of Restricted Share Units and workout of warrants outstanding instantly anterior to the effectiveness of the August Share Split. All references to Common Shares, options to acquisition Common Shares, share data, per stock data, and related accusation contained successful this study person been retrospectively adjusted to bespeak the effect of the August Share Split for all periods presented. On September 13, 2022, pursuing the completion of the August Share Split, the Company received a announcement from the Nasdaq Listing Qualifications Office indicating that the Company had regained compliance with the minimum bid price requirement nether Nasdaq Listing Rule 5550(a)(2).

Components of Operating Results

Operating Expenses

Research and Development

To date, our resources person focused chiefly connected the improvement of our MM-120, MM-110 and MM-420 programs and the commencement of related objective activities. We person commenced objective studies and person funded information and survey acquisitions and acquired the materials required to proviso our studies.

Research and improvement expenses relationship for a important information of our operating expenses. Research and improvement expenses dwell chiefly of direct and indirect costs incurred for the improvement of our product candidates, arsenic follows:

payroll, consulting and benefits expenses;

licensing fees;

manufacturing costs to nutrient objective proceedings materials;

clinical probe costs associated with discovery, preclinical and clinical testing of our merchandise candidates;

data and survey acquisition cost;

allocated operational expenses, which see nonstop oregon allocated expenses for Information Technologies and Human Resources; and

other costs.

We whitethorn besides incur in-process probe and improvement disbursal arsenic we get or in-license assets from different parties. Technology acquisitions are expensed or capitalized based upon the plus achieving technological feasibility in accordance with management's appraisal regarding the eventual recoverability of the amounts paid and the imaginable for alternate aboriginal use. Acquired in-process probe and improvement costs that person nary alternate aboriginal use are instantly expensed. 19 --------------------------------------------------------------------------------

General and Administrative

General and administrative expenses dwell chiefly of compensation costs, including stock-based compensation, for enforcement absorption and administrative employees, including concern and accounting, legal, quality resources and other offices supporting administrative functions, nonrecreational services fees, insurance expenses and allocated expenses. We expect our wide and administrative expenses to summation substantially for the foreseeable aboriginal arsenic we proceed to enactment our probe and development activities, turn our concern and, if immoderate of our merchandise candidates receive marketing approval, commercialization activities. We besides expect to summation the size of our administrative relation and installation costs to enactment the maturation of our business. 20 --------------------------------------------------------------------------------

Results of Operations

Comparison of the Three and Nine Months Ended September 30, 2022 and 2021

The pursuing tables summarize our results of operations for the periods presented (in thousands): Three Months Nine Months Ended September 30, Ended September 30, $ % $ % 2022 2021 Change Change 2022 2021 Change Change Operating expenses: Research and improvement $ 7,772 $ 9,019 $ (1,247 ) (14 )% $ 27,339 $ 23,906 $ 3,433 14 % General and administrative 9,211 8,208 1,003

12 % 25,092 52,390 (27,298 ) (52 )% Total operating expenses 16,983 17,227 (244 ) (1 )% 52,431 76,296 (23,865 ) (31 )% Loss from operations

(16,983 ) (17,227 ) 244 (1 )% (52,431 ) (76,296 ) 23,865 (31 )% Other income/(expense): Interest income/(expense), nett 360 (64 ) 424 * 443 (220 ) 663 * Foreign exchange gain/(loss), nett 138 (40 ) 178 * 94 94 - 0 % Other income - 135 (135 ) (100 )% 1 215 (214 ) (100 )% Total different income 498 31 467 * 538 89 449 * Loss earlier income taxes (16,485 ) (17,196 ) 711 (4 )% (51,893 ) (76,207 ) 24,314 (32 )% Income taxes - - - 100 % - - - 100 % Net nonaccomplishment (16,485 ) $ (17,196 ) $ 711 (4 )% (51,893 ) $ (76,207 ) $ 24,314 (32 )% Other comprehensive gain/(loss): (Loss)/gain connected foreign currency translation (107 ) (383 ) 276

(72 )% (303 ) 380 (683 ) (180 )% Comprehensive nonaccomplishment $ (16,592 ) $ (17,579 ) $ 987 (6 )% $ (52,196 ) $ (75,827 ) $ 23,631 (31 )%

* Represents a alteration greater than 300%

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Operating Expenses

Research and Development (in thousands):

Three Months Nine Months Ended September 30, Ended September 30, $ % $ % 2022 2021 Change Change 2022 2021 Change Change External Costs MM-120 research program $ 1,175 $ 1,513 (338 ) (22 )% $ 5,249 $ 2,305 2,944 128 % MM-110 research program 208 1,599 (1,391 ) (87 )% 1,393 5,104 (3,711 ) (73 )% External R&D collaborations 328 575 (247 ) (43 )% 1,607 2,292 (685 ) (30 )% Preclinical and other programs 1,269 2,086 (817 ) (39 )% 4,639 5,376 (737 ) (14 )% Total outer costs 2,980 5,773 (2,793 ) (48 )% 12,888 15,077 (2,189 ) (15 )% Internal Costs 4,792 3,246 1,546 48 % 14,451 8,829 5,622 64 % Total probe and development expenses $ 7,772 $ 9,019 $ (1,247 ) (14 )% $ 27,339 $ 23,906 $ 3,433 14 % Research and improvement expenses were $7.8 cardinal for the 3 months ended September 30, 2022, compared to $9.0 cardinal for the 3 months ended September 30, 2021, a alteration of $1.2 million. The alteration was chiefly due to a alteration of $1.4 cardinal of outer costs related to the MM-110 research program and a $0.8 cardinal alteration successful preclinical activities. This alteration was partially offset by an summation of interior unit costs of $1.5 cardinal as we proceed to grow our in-house probe and improvement capabilities. For the 9 months ended September 30, 2022, probe and improvement expenses were $27.3 million, compared to $23.9 cardinal for the 9 months ended September 30, 2021, an summation of $3.4 million. The summation was chiefly driven by an increase of $5.6 cardinal of interior unit costs related to additional research and improvement headcount and an summation of $2.9 cardinal successful external costs related to the MM-120 probe program. These increases were partially offset by a alteration of outer costs related to the MM-110 probe programme of $3.7 million. General and Administrative General and administrative expenses were $9.2 cardinal for the 3 months ended September 30, 2022, compared to $8.2 cardinal for the 3 months ended September 30, 2021, an summation of $1.0 million. The summation was primarily related to issuance costs related to the Company's 2022 USD Financing Warrants that were issued arsenic portion of the Company's nationalist equity offering which closed during the quarter. For the 9 months ended September 30, 2022, wide and administrative expenses were $25.1 million, compared to $52.4 cardinal for the nine months ended September 30, 2021, a alteration of $27.3 million. The decrease was chiefly owed to a alteration of $26.4 cardinal successful non-cash stock-based compensation expenses relating to the modification of banal enactment awards and RSUs recorded during the 9 months ended September 30, 2021.

Other Income/(Expense)

Interest Income/(Expense), Net

Interest income (expense), nett accrued by astir $0.4 cardinal and $0.7 million for the 3 and 9 months ended September 30, 2022 compared to the three and 9 months ended September 30, 2021, respectively. This was primarily due to our concern successful currency equivalents during 2022.

Foreign Exchange Gain, Net

Foreign speech accrued by a nominal magnitude for the 3 and 9 months ended September 30, 2022 compared to the 3 and 9 months ended September 30, 2021. Other Income/(Expense) Other income decreased by a nominal magnitude for the 3 and 9 months ended September 30, 2022 compared to the 3 and 9 months ended September 30, 2021, respectively, chiefly owed to a cessation of income of branded merchandise.

Liquidity and Capital Resources

Sources of Liquidity

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Since inception, we person financed our operations chiefly from the issuance of equity. Our superior superior needs are for funds to enactment our scientific research and improvement activities including staffing, manufacturing, preclinical studies, objective trials, administrative costs and for working capital.

23 -------------------------------------------------------------------------------- We person experienced operating losses and currency outflows from operations since inception and volition necessitate ongoing financing to proceed our probe and development activities and we person not earned immoderate gross oregon reached successful commercialization of our products. Our aboriginal operations are babelike upon our ability to concern our currency requirements which volition let america to proceed our research and improvement activities and the commercialization of our products. There tin beryllium nary assurance that we volition beryllium palmy successful continuing to finance our operations. On January 7, 2021, we completed a bought woody financing resulting successful the issuance of 1,395,333 units of the Company astatine a terms per portion of CAD$66.00 ($52.05) for gross proceeds of $72.6 million. Each portion comprised 1 Common Share of the Company and one-half of 1 Common Share financing warrant (each whole warrant, a "January Warrant"). Each January Warrant entitles the holder thereof to acquisition 1 Common Share astatine an workout terms of CAD$86.25 ($67.95) until January 7, 2024. Also, successful transportation with this transaction, the Company issued 83,720 compensation warrants to its underwriter. On March 9, 2021, we completed a backstage placement bought woody financing resulting successful the issuance of 400,000 units of the Company astatine a terms per portion of CAD$48.75 ($38.55) for gross proceeds of $15.4 million. Each portion was comprised of 1 Common Share of the Company and one-half of 1 Common Share financing warrant (each full warrant, a "March Warrant"). Each March Warrant entitles the holder thereof to acquisition 1 Common Share astatine an workout terms of CAD$66.00 ($52.20) until March 9, 2024. Also, successful transportation with this transaction, the Company issued 24,000 compensation warrants to its underwriter.

Our currency and currency equivalents and moving superior arsenic of September 30, 2022 was $154.5 cardinal and 130.5 million, respectively.

Shelf Registration and At-The-Market Facility

On May 4, 2022, we filed the Registration Statement. Pursuant to the Registration Statement, we whitethorn connection and merchantability securities having an aggregate public offering terms of up to $200.0 million. In transportation with the filing of the Registration Statement, we besides entered into a income statement Sales Agents, pursuant to which we whitethorn contented and merchantability Common Shares for an aggregate offering price of up to $100.0 cardinal nether the ATM. Pursuant to the ATM, we volition pay the Sales Agents a committee complaint adjacent to 3.0% of the gross proceeds from the sale of immoderate Common Shares. We are not obligated to marque immoderate income of Common Shares nether the ATM. As of September 30, 2022 we sold 1,955,548 Common Shares for nett proceeds of $30.2 cardinal nether the ATM.

Common Share and Warrant Public Offering

On September 30, 2022, we closed an underwritten nationalist offering of 7,058,823 Common Shares and 2022 USD Financing Warrants to acquisition 7,058,823 Common Shares astatine a combined offering terms of $4.25, for gross proceeds of $30.0 million and nett proceeds of $27.5 cardinal aft deducting underwriting discounts and commissions and offering costs. Each 2022 USD Financing Warrant is immediately exercisable for 1 Common Share astatine an archetypal workout terms of $4.25 per Common Share, taxable to definite adjustments and volition expire on September 30, 2027.

Future Funding Requirements

To date, we person not generated immoderate revenue. We bash not expect to make any meaningful gross unless and until we get regulatory support of and commercialize immoderate of our merchandise candidates, and we bash not cognize when, oregon if at all, that volition occur. We volition proceed to necessitate important further capital to make our merchandise candidates and money operations for the foreseeable future. Moreover, we expect our expenses to summation successful transportation with our ongoing activities, peculiarly arsenic we proceed the improvement of and seek regulatory approvals for our merchandise candidates. Further, we are taxable to all the risks incidental successful the improvement of caller pharmaceutical products, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that whitethorn harm our business. Our expenses volition summation if, and as, we:

advance our merchandise candidates done preclinical and objective development;

seek regulatory approvals for immoderate merchandise candidates that successfully complete clinical trials;

seek to observe and make further merchandise candidates;

establish a sales, marketing, aesculapian affairs and organisation infrastructure to commercialize immoderate merchandise candidates for which we whitethorn get selling approval and mean to commercialize connected our ain oregon jointly; and

expand our operational, fiscal and absorption systems and summation personnel, including unit to enactment our development, manufacturing and commercialization efforts and our operations arsenic a nationalist company.

24 -------------------------------------------------------------------------------- We expect our existent currency and currency equivalents volition beryllium capable to money our current 2022 and 2023 operating program and volition widen our currency runway into first half of 2025. However, our forecast of the play of clip done which our financial resources volition beryllium capable to enactment our operations is a forward-looking connection that involves risks and uncertainties, and actual results could alteration materially. In bid to implicit the improvement of our product candidates and to physique the sales, selling and distribution infrastructure that we judge volition beryllium indispensable to commercialize our product candidates, if approved, we volition necessitate important further funding. Until we tin make a capable magnitude of gross from the commercialization of our product candidates, we whitethorn question to rise immoderate indispensable further capital through the merchantability of equity, indebtedness financings oregon different superior sources, which could see income from collaborations, strategical partnerships oregon marketing, distribution oregon licensing arrangements with 3rd parties oregon from grants. To the extent that we rise further superior done the merchantability of equity or convertible indebtedness securities, the ownership involvement of our shareholders volition be or could beryllium diluted, and the presumption of these securities whitethorn see liquidation or different preferences that adversely impact the rights of our shareholders. Debt financing and preferred equity financing, if available, whitethorn impact agreements that see covenants limiting oregon restricting our quality to instrumentality specific actions, including restricting our operations and limiting our quality to incur liens, contented further debt, wage dividends, repurchase our Common Shares, make certain investments oregon prosecute successful merger, consolidation, licensing oregon plus sale transactions. If we rise funds done collaborations, strategical partnerships and different akin arrangements with 3rd parties, we whitethorn beryllium required to grant rights to make and marketplace merchandise candidates that we would different prefer to make and marketplace ourselves. We whitethorn beryllium incapable to rise further funds or to participate into specified agreements oregon arrangements connected favorable terms, oregon astatine all. If we are incapable to rise further funds erstwhile needed, we whitethorn beryllium required to delay, trim oregon destruct our merchandise improvement oregon aboriginal commercialization efforts. We person based our projections of operating superior requirements connected our current operating plan, which is based connected respective assumptions that whitethorn beryllium to be incorrect and we whitethorn usage each of our disposable superior resources sooner than we expect. Because of the galore risks and uncertainties associated with research, improvement and commercialization of merchandise candidates, we are unable to estimation the nonstop magnitude and timing of our moving superior requirements. Our future backing requirements volition beryllium connected galore factors, including:

the scope, progress, results and costs of researching and processing our product candidates, and conducting preclinical studies and objective trials;

the costs, timing and result of regulatory reappraisal of our merchandise candidates;

the costs of aboriginal activities, including merchandise sales, aesculapian affairs, marketing, manufacturing and distribution, for immoderate of our merchandise candidates for which we person selling approval;

the costs of manufacturing commercial-grade products and capable inventory to support commercialized launch;

the revenue, if any, received from commercialized merchantability of our products, should any of our merchandise candidates person selling approval;

the outgo and timing of hiring caller employees to enactment our continued growth;

the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intelligence spot rights and defending intellectual property-related claims;

the quality to found and support collaborations connected favorable terms, if at all;

the grade to which we get oregon in-license different merchandise candidates and technologies; and

the timing, receipt and magnitude of income of, oregon milestone payments related to or royalties on, our existent oregon aboriginal merchandise candidates, if any.

Cash Flows Nine Months Ended September 30, 2022 2021 Net currency utilized successful operating activities $ (37,290 ) $ (37,991 ) Net currency utilized successful investing activities - (410 ) Net currency provided by financing activities 58,635 98,697 Foreign speech interaction connected currency and currency equivalents (365 ) 5,529 Net summation successful currency and currency equivalents $ 20,980 $ 65,825

Cash flows from operating activities

Cash utilized successful operating activities for the 9 months ended September 30, 2022 was $37.3 million, which consisted of a nett nonaccomplishment of $51.9 million, partially offset by $16.3 cardinal successful non-cash charges and a nett alteration of $1.6 cardinal in our nett operating assets and 25 -------------------------------------------------------------------------------- liabilities. The non-cash charges consisted of share-based payments of $12.3 million, amortization of intangible assets of $2.4 million, and issuance costs on liability classified warrants of $1.5 million. Cash utilized successful operating activities for the 9 months ended September 30, 2021 was $38.0 million, which consisted of a nett nonaccomplishment of $76.2 million, partially offset by $40.2 cardinal successful non-cash charges and a nett alteration of $2.0 cardinal in our nett operating assets and liabilities. The non-cash charges primarily consisted of share-based payments.

Cash flows from investing activities

Cash utilized successful investing activities for the 9 months ended September 30, 2021 was $0.4 million, which consisted of currency paid for the acquisition of HealthMode, nett of currency acquired.

Cash flows from financing activities

Cash provided by financing activities for the 9 months ended September 30, 2022 was $58.6 million, which consisted of the nett proceeds of $41.6 million from the issuance of communal shares, nett of issuance costs, proceeds of $17.7 million from the issuance of warrants, the proceeds of $0.7 cardinal from exercise of warrants, and proceeds of $0.2 cardinal from workout of options, partially offset by $1.2 cardinal outgo of warrant issuance costs and $0.4 million of withholding taxes paid connected vested RSUs. Cash provided by financing activities for the 9 months ended September 30, 2021 was $98.7 million, which consisted of the nett proceeds of $81.9 million from the issuance of communal shares and warrants, nett of issuance costs, the proceeds of $11.2 cardinal from workout of warrants, and proceeds of $5.6 million from workout of options.

Critical Accounting Policies and Estimates

Our management's treatment and investigation of our fiscal information and results of operations is based connected our unaudited interim condensed consolidated financial statements arsenic astatine September 30, 2022, which person been prepared successful accordance with United States mostly accepted accounting principles, oregon U.S. GAAP and connected a basis accordant with those accounting principles followed by america and disclosed in Note 2 to our astir caller yearly audited consolidated fiscal statements. The mentation of these unaudited interim condensed consolidated financial statements requires our absorption to marque judgments and estimates that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities astatine the day of the fiscal statements, arsenic good arsenic the reported gross generated and expenses incurred during the reporting periods. Our estimates are based connected our humanities acquisition and connected assorted other factors that we judge are tenable nether the circumstances, the results of which signifier the ground for making judgments astir the carrying worth of assets and liabilities that are not readily evident from different sources. Significant estimates and judgments include, but are not constricted to, probe and development taxation credits recoverable, probe and improvement expenses, and share-based compensation. Accordingly, existent results whitethorn disagree from these judgments and estimates nether antithetic assumptions oregon conditions and immoderate such differences whitethorn beryllium material. We judge that the accounting policies discussed below are captious to knowing our humanities and aboriginal performance, as these policies subordinate to the much important areas involving management's judgments and estimates. We expect that the COVID-19 pandemic volition person an interaction connected the development timelines of our objective programs. Estimates and assumptions astir future events and their effects cannot beryllium determined with certainty and therefore require the workout of judgment. As of the day of issuance of these financial statements, we are not alert of immoderate circumstantial lawsuit oregon condition that would require the update of our estimates, assumptions and judgments. These estimates may alteration arsenic caller events hap and further accusation is obtained and are recognized successful the condensed consolidated fiscal statements arsenic soon arsenic they become known. Actual results could disagree from those estimates and immoderate such differences whitethorn beryllium worldly to our fiscal statements. Other than arsenic described nether Note 2 of our unaudited interim condensed consolidated fiscal statements, determination person been nary worldly changes to our critical accounting policies from those described successful "Management's Discussion and Analysis of Financial Condition and Results of Operations," included successful our most caller yearly consolidated fiscal statements.

Recent Accounting Pronouncements

See Note 2 to our unaudited fiscal statements located successful "Part I - Financial Information, Item 1. Financial Statements" successful this Quarterly Report connected Form 10-Q for a statement of caller accounting pronouncements applicable to our financial statements.

Emerging Growth Company Status

26 -------------------------------------------------------------------------------- We are an "emerging maturation company," arsenic defined successful the JOBS Act. Under the JOBS Act, emerging maturation companies tin hold adopting caller oregon revised accounting standards issued consequent to the enactment of the JOBS Act until specified clip as those standards use to backstage companies. We person elected to usage this extended modulation play to alteration america to comply with caller oregon revised accounting standards that person antithetic effectual dates for public and backstage companies until the earlier of the day we (i) are nary longer an emerging maturation institution oregon (ii) affirmatively and irrevocably opt retired of the extended modulation play provided successful the JOBS Act. As a result, our financial statements whitethorn not beryllium comparable to companies that comply with caller oregon revised accounting pronouncements arsenic of nationalist institution effectual dates.

Fully Diluted Share Capital

The fig of issued and outstanding Common Shares connected a afloat converted ground as at September 30, 2022 was arsenic follows:

Number of Common Share Equivalents Common Shares 37,541,115 Stock Options 2,364,013 Restricted Share Units 1,082,669 Compensation Warrants 125,890 Financing Warrants 1,286,282 2022 USD Financing Warrants 7,058,823 Total - September 30, 2022 49,458,792 27

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