Quarterly report pursuant to Section 13 or 15(d)

Shareholders' Equity

v3.22.2.2
Shareholders' Equity
9 Months Ended
Sep. 30, 2022
Shareholders' Equity  
Shareholders' Equity

14.Shareholders’ Equity

LP Units of JJ LP

The limited partnership units (“LP Units”) of Jimmy Jang, L.P. (“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 three and nine months ended September 30, 2022 and 2021, there were no LP Units of JJ LP converted to Common Shares. As of September 30, 2022 and December 31, 2021, 43,821,379 LP Units of JJ LP were issued and outstanding, respectively.

Warrants

The Company did not issue any warrants during the three and nine months ended September 30, 2022 and 2021.

The following table summarizes the warrants that remain outstanding as of September 30, 2022:

Exercise

Number of

Security issued

    

Price (CAD$)

    

Warrants

    

Expiration Date

Warrants issued as part of debt offering

0.33

45,249,520

November 1, 2022

Warrants issued as part of debt offering

0.39

18,360,000

November 20, 2022

Consultant warrants

0.53

750,000

November 22, 2022

Consultant warrants

0.33

500,000

January 28, 2023

Founders separation warrants

1.05

9,045,691

September 30, 2024

73,905,211

A rollforward of warrant activity for the nine months ended September 30, 2022 is as follows:

Weighted

Number of

Average

Warrants

    

Warrants

    

Exercise Price

Balance as of January 1, 2022

73,905,211

CAD$ 0.44

Exercised

Balance as of September 30, 2022

73,905,211

CAD$ 0.44

Share-based Compensation

Under the Amended and Restated 2018 Stock and Incentive Plan (the “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 a committee of the Board. “Award” is defined in the Plan to include options, stock appreciation rights, restricted stocks, restricted stock units, performance stock units, dividend equivalents and stock-based awards. Of this amount, 36,731,048 Common Shares are available for issuance as of September 30, 2022.

Restricted Stock Units (“RSUs”)

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

Number of

Weighted Average

RSUs

    

RSUs

    

Grant Date Fair Value

Unvested as of January 1, 2022

3,627,081

$

0.37

Issued

40

0.23

Forfeited

(355,093)

0.33

Vested

(993,476)

0.33

Unvested as of September 30, 2022

2,278,552

$

0.40

During the nine months ended September 30, 2021, the Company issued RSUs totaling 4,290,034. During the three months ended September 30, 2022 and 2021, the Company recorded $82 and $332 of net share-based compensation relating to RSUs, respectively. During the nine months ended September 30, 2022 and 2021, the Company recorded $506 and $783 of net share-based compensation relating to RSUs, respectively.

The Company recorded additional share-based compensation expense of $117 and $108 for the three months ended September 30, 2022 and 2021, respectively, and $635 and $108 for the nine months ended September 30, 2022 and 2021, respectively, relating to the contingent consideration for milestone payments relating to projects of its joint venture in CGSF Group, LLC (“CGSF”).

Share Options

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

Share Options

Weighted

Weighted Average

Common

Average

Remaining Contractual

Share options

    

Shares

    

Exercise Price

    

Life (yrs)

Balance as of January 1, 2022

16,573,380

$

0.63

5.34

Forfeited

(6,391,470)

$

0.69

Balance as of September 30, 2022

10,181,910

$

0.60

6.44

For the three months ended September 30, 2021, the Company recorded $37 of net share-based compensation related to these options. During the three months ended September 30, 2022, there were a large number of new option cancellations, which resulted in $13 in expense reversal. For the nine months ended September 30, 2022 and 2021, the Company recorded $86 and $1,143, respectively, of net share-based compensation related to these options.

The following table summarizes the share options that remain outstanding as of September 30, 2022:

Number of

Exercise

Options

Security issuable

    

Share Options

    

Price

    

Expiration Date

    

Exercisable

Legacy employees

190,000

$ 1.58-1.58

June 28, 2028

190,000

2020 employee grant

6,309,312

$ 0.30-0.48

June 25, 2030 - December 1, 2030

3,703,684

Other employee grants

3,682,598

$ 0.41-3.96

June 17, 2024 - November 21, 2029

3,682,598

Total

10,181,910

7,576,282

Performance Stock Units (“PSUs”)

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

Number of

Weighted Average

Performance Stock Units

    

PSUs

    

Grant Date Fair Value

Unvested as of January 1, 2022

11,804,498

$

0.31

Issued

Forfeited

(296,008)

0.16

Vested

(700,000)

0.51

Unvested as of September 30, 2022

10,808,490

$

0.30

The Company did not grant PSUs for the three and nine months ended September 30, 2022. During the three and nine months ended September 30, 2021, the Company granted PSUs totaling 11,313,835. During the three months ended September 30, 2022 and 2021, the Company recorded $348 and $372 of net share-based compensation relating to PSUs, respectively. During the nine months ended September 30, 2022 and 2021, the Company recorded $1,320 and $372 of net share-based compensation relating to PSUs, respectively.

An additional grant of 1,400,000 PSUs was awarded on June 18, 2021 to the Company’s former Chief Executive Officer and current member of the Board in connection with the creation of intellectual property. The vesting of these PSUs is contingent upon subsequent sales of a product by Jupiter. Of these PSUs, 700,000 were outstanding as of September 30, 2022.

A summary of the PSU awards granted containing market conditions is as follows:

Closing Price on

PSU Grant Dates

    

Grant Date

    

Expiration Date

    

Outstanding (#)

June 18, 2021

$

0.4941

December 31, 2024

7,487,351

September 30, 2021

$

0.3875

December 31, 2024

2,186,099

December 19, 2021

$

0.2263

December 31, 2024

435,040

Total

10,108,490