14.     Shareholders' Equity

Authorized Share Capital

The authorized share capital of the Company is comprised of an unlimited number of common shares without par value and an unlimited number of compressed shares without par value.

The holders of the common shares shall be entitled to receive notice of and to vote at every meeting of the shareholders of the Company and shall have one vote for each common share so held. Holders of common shares are entitled to receive as and when declared by the directors of the Company, dividends in cash or property of the Company.

LP Units of JJ LP

The limited partnership units (“LP Units”) of JJ LP, a subsidiary of the Company, are exchangeable for one common share at any time per request of the owner of the LP Units and are not saleable or transferable without the Company’s authorization. During the years ended December 31, 2024 and 2023, there were no LP Units of JJ LP converted to common shares. As of December 31, 2024 and 2023, 43,821,379 LP Units of JJ LP were issued and outstanding, respectively.

Warrants

In connection with the NPA Amendment, the Company issued 91,999,901 Debt Modification Warrants. Each Debt Modification Warrant is exercisable at any time prior to its expiration for one common share of the Company at an exercise price of $0.07084 per common share. The Debt Modification Warrants expire on February 15, 2030 and contain customary anti-dilution adjustment provisions.

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The fair value of the Debt Modification Warrants upon issuance was determined using the Black-Scholes option pricing model with the following assumptions:

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The following table summarizes the warrants that remain outstanding as of December 31, 2024:

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A rollforward of warrant activity is as follows:

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Share-based Compensation

Under the Amended and Restated 2018 Stock and Incentive Plan (the “2018 Plan”), the Company has reserved 60,000,000 common shares to be issued as awards to employees, management, directors and consultants of the Company, as designated by the Company’s board of directors (the “Board”) or the compensation committee of the Board. “Award” is defined in the 2018 Plan to include options, stock appreciation rights, restricted stocks, RSUs, PSUs, dividend equivalents and stock-based awards. As of December 31, 2024, 15,638,237 common shares are available for issuance under the 2018 Plan.

Restricted Stock Units (“RSUs”)

RSUs are issued to employees, management, directors, and consultants of the Company (“Eligible Persons”) and vest on a date determined by the compensation committee of the Board (the “Compensation Committee”) when the shares are awarded. The award recipient must be providing a service as an employee or member of the Board of the Company on the vesting date in order for the shares to vest. Share-based compensation expense related to RSUs is recognized ratably between the grant date and the vest date, with vest dates varying by award. Upon vesting of the RSUs on each vesting date, the Company issues common shares in accordance with the vesting terms.

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A summary of the status of the RSUs outstanding is as follows:

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During the years ended December 31, 2024 and 2023, the Company recorded $73 and $295 of total net share-based compensation expense relating to RSUs, respectively.

During April 2023, the Company’s former Chief Executive Officer (“CEO”), Gary F. Santo, Jr. forfeited various share awards, including RSUs. The forfeiture of RSUs resulted in a share-based compensation benefit of $22 for the three months ended June 30, 2023. There was no share-based compensation expense recognized related to these RSUs during the six months ended December 31, 2023. The net share-based compensation benefit relating to RSUs held by the former CEO was $4 for the year ended December 31, 2023.

During the three months ended June 30, 2023, the Company determined achievement of the milestones related to CGSF projects was no longer probable. As a result, the Company reversed all share-based compensation expense recognized for the performance awards and recorded share-based compensation benefit of $1,234 for the six months ended June 30, 2023. No share-based compensation benefit or expense was recognized related to this event during the year ended December 31, 2024 and the six months ended December 31, 2023.

On June 12, 2023, the Company approved the grant of 2,468,301 RSUs to the audit committee chair of the Board, and 7,404,903 RSUs to three new members of the Board. These RSUs were issued at a weighted average grant date fair value of $0.03.

During August 2023, the Board granted 3,196,678 RSUs and issued 538,425 shares to certain employees in connection with their employment with the Company. Of these RSUs, 143,525 had vested as of September 1, 2023 and 443,537 vested on December 1, 2023. The remaining RSUs are scheduled to vest on a quarterly basis through December 1, 2026. These RSUs were issued at a weighted-average grant date fair value of $0.0294.

As of December 31, 2024, there was $9 of remaining RSU expense to be recognized over the weighted average remaining period of 1.31 years.

Share Options

The weighted average grant date fair value of share options outstanding as of December 31, 2024 was $0.32, and the options had no intrinsic value. As of December 31, 2024, 16,115,102 share options were vested and exercisable and 10,578,753 share options were unvested, with vesting dates ranging from June 2025 to December 2025. Share-based compensation expense related to the share options is recognized ratably between the grant date and the vest date, with vest dates varying by award.

A summary of the status of the share options outstanding is as follows:

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For the years ended December 31, 2024 and 2023, the Company recorded $263 and $56, respectively, of share-based compensation expense related to these options.

On September 29, 2024, the Company entered into an independent director compensation agreement that approved the issuance of 27,878,788 options to four members of the Board, with each member granted 6,969,697 share options. These options were issued at a weighted-average grant date fair value of $0.0143, and share-based compensation expense of $240 was recognized related to these options during the six months ended December 31, 2024. As of December 31, 2024, 13,939,392 options vested, with each Board member receiving 3,484,848 options. The remaining options are scheduled to vest on March 31, 2025 and the business day immediately preceding the next annual general meeting of shareholders.

As of December 31, 2024, there was $88 of remaining expense to be recognized over the weighted average remaining period of 0.37 years.

The following table summarizes the share options that remain outstanding as of December 31, 2024:

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Performance Stock Units (“PSUs”)

PSUs are issued to Eligible Persons and vest based on the achievement of one or more performance goals within a determined performance period, both of which are established by the Compensation Committee. The vesting of these units is tied to the Company’s share price; if the target share price is not achieved, the PSUs do not vest and expire on the last day of the performance period. Share-based compensation expense related to PSUs is recognized ratably between the grant date and the vest date, with vest dates varying by award. Upon vesting of the PSUs on each vesting date, depending on the achievement of the target stock price, the Company issues common shares in accordance with the vesting terms.

During April 2023, the Company’s former CEO, Gary F. Santo, Jr. forfeited various share or share-based awards, including PSUs. The forfeiture of PSUs resulted in share-based compensation benefit of $944 and $812 for the three and

six months ended June 30, 2023, respectively. No additional expense or benefit was recognized related to this forfeiture during the year ended December 31, 2024 and the six months ended December 31, 2023.

On September 26, 2023, the Company entered into an employment agreement with Tim Conder, the Company’s CEO (the “CEO Agreement”), pursuant to which Mr. Conder serves as the CEO of the Company. Under the terms of the CEO Agreement, Mr. Conder received an equity grant of 2,000,000 PSUs under the 2018 Plan, of which 1,000,000 PSUs would vest upon the Board’s approval of whether metrics set forth in the CEO Agreement had been achieved as of December 31, 2023. On April 19, 2024, the Board determined that two-thirds of the metrics set forth in the CEO Agreement had been achieved as of December 31, 2023 and Mr. Conder is entitled to 666,666 PSUs. On April 19, 2024, the Company also entered into a side letter with Mr. Conder pursuant to which Mr. Conder agreed that the 666,666 PSUs would vest on June 30, 2024. These PSUs vested per the side letter on June 30, 2024. During the year ended December 31, 2024, the remaining 1,000,000 unvested PSUs were forfeited.

As of December 31, 2024, Mark Scatterday, the Company’s former CEO and director and major stockholder and lender, had an aggregate of 700,000 PSUs outstanding, which are not expected to vest and will therefore forfeit on May 31, 2025. Due to the expected forfeiture, $294 was reduced from expense during the three months ended December 31, 2024.

A summary of the status of the PSUs outstanding is as follows:

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During the years ended December 31, 2024 and 2023, the Company recorded $252 and $782 of share-based compensation benefit relating to PSUs, respectively. As of December 31, 2024, all PSU awards granted containing market conditions have expired and there is no remaining expense to be recognized.