Share Capital

12 Months Ended

Dec. 31, 2024

Stockholders' Equity Note [Abstract]

Share Capital

9.Share capital:

(a)Financing:

In August 2020, the Company entered into an “at-the-market” equity offering sales agreement, amended as of March 2022, with Jefferies LLC and Stifel, Nicolaus & Company, Incorporated pursuant to which the Company may sell common shares from time to time (the “ATM Program”). In September 2023, pursuant to a prospectus supplement filed in March 2022 (“March 2022 Prospectus”), the Company sold an aggregate of 855,685 common shares for proceeds of $29,508, net of commissions and transaction expenses. In August 2024, a new prospectus supplement was filed replacing the March 2022 Prospectus, pursuant to which the Company refreshed the ATM Program and may sell common shares having gross proceeds of up to $350,000, from time to time. As of December 31, 2024, the Company has sold an aggregate of 310,000 common shares for proceeds of $12,083, net of commissions and transaction expenses under the ATM Program.

In January 2022, in connection with the License and Collaboration Agreement with Neurocrine Biosciences entered in December 2019 and amended in January 2021 (the “Neurocrine Collaboration Agreement”), the Company executed a Share Purchase Agreement (“SPA”) pursuant to which the Company issued 258,986 common shares for an aggregate purchase price of $8,250, or $31.855 per common share, which represents a premium of $374 when compared to the fair value of common shares on the date of issuance. The SPA contain certain other customary terms and conditions, including mutual representations, warranties and covenants. For additional information regarding the Neurocrine Collaboration Agreement, refer to note 10.

In June 2022, the Company completed an underwritten public offering of 9,098,362 common shares, including 1,229,508 shares sold upon the full exercise of the underwriters’ over-allotment option, at a public offering price of $30.50 per common share and pre-funded warrants to purchase 327,868 common shares at $30.4999 per pre-funded warrant (note 9e), with each pre-funded warrant having an exercise price of $0.0001. The public offering was completed in June 2022, and the Company received proceeds of $269,890, net of underwriting discounts, commissions and offering expenses.

In November 2023, the Company completed an underwritten public offering of 9,846,157 common shares, including 1,384,615 shares sold upon the full exercise of the underwriters' over-allotment option, at a public offering price of $32.50 per common share and pre-funded warrants to purchase 769,230 common shares at $32.4999 per pre-funded warrant (note 9e), with each pre-funded warrant having an exercise price of $0.0001. The public offering was completed in December 2023, and the Company received proceeds of $323,979, net of underwriting discounts, commissions and offering expenses.

(b)Authorized share capital:

The Company’s authorized share capital consists of an unlimited number of common and preferred shares without par value.

(c)Stock-based compensation:

The Company has two equity incentive plans: (i) the 2014 Equity Incentive Plan which was amended and restated in June 2020, June 2022 and June 2024 (the “Amended and Restated 2014 Plan”), and (ii) the 2019 Inducement Equity Incentive Plan (the “2019 Inducement Plan”).

In September 2019, the board of directors of the Company adopted the 2019 Inducement Plan and, subject to the adjustment provisions of the 2019 Inducement Plan, reserved 400,000 of the Company’s common shares for issuance pursuant to equity awards granted under the 2019 Inducement Plan. The 2019 Inducement Plan was adopted without shareholder approval in accordance with the applicable Nasdaq Listing Rules. The 2019 Inducement Plan provided for the grant of equity-based awards, including share options, share appreciation rights, restricted share awards, restricted share unit awards and performance share awards, and its terms are substantially similar to the Company’s Amended and Restated 2014 Plan, including with respect to treatment of equity awards in the event of a “merger” or “change of control” as defined under the 2019 Inducement Plan, but with such other terms and conditions intended to comply with the Nasdaq inducement award exception or to comply with the Nasdaq acquisition and merger exception. The 2019 Inducement Plan was terminated in June 2020. No further options will be granted under the 2019 Inducement Plan, and the 2019 Inducement Plan will continue to govern the options granted thereunder.

The shareholders of the Company approved the Amended and Restated 2014 Plan amended in June 2020, June 2022 and June 2024, amending certain provisions of the Company’s 2014 Plan. The Amended and Restated 2014 Plan permits the grant of stock-based compensation awards to directors, officers, employees and consultants of the Company and the issuance of restricted shares, restricted share units, share appreciation rights and PSUs. Under the Amended and Restated 2014 Plan, options granted generally vest on a graduated basis over a four-year periods. The exercise price of the options is determined by the board of directors but must at least be equal to the fair market value of the common shares on the date of grant. Options may be exercised over a maximum term of ten years. The vesting conditions, vesting period and expiry terms of the PSUs are determined by the board of directors. As of December 31, 2024, a total of 5,882,842 common shares remain available for issuance pursuant to the Amended and Restated 2014 Plan. Of this total, the number of common shares that can be issued through restricted share awards, restricted share unit awards, or performance share awards is limited to the aggregate of 1,000,000 common shares.

The following table presents the components and classification of stock-based compensation expense for the years ended December 31, 2024, 2023 and 2022:

	Year Ended December 31,
	2024		2023		2022
Stock-based compensation expense by award type:
Stock options	$	48,384	$	32,372	$	20,376
PSUs		2,333		—		—
	$	50,717	$	32,372	$	20,376
Stock-based compensation expense in operating expenses:
Research and development	$	22,088	$	13,067	$	7,766
General and administrative		28,629		19,305		12,610
	$	50,717	$	32,372	$	20,376

Stock options

The following table presents the summary of stock option activity for the period:

	Number of			Weighted Average Exercise		Aggregate
	Options			Price ($)(1)		Intrinsic Value
Outstanding, December 31, 2021		5,638,232			12.55		105,405
Granted		2,315,645			30.90
Exercised(1)		(780,725	)		9.47		19,651
Forfeited, cancelled or expired		(55,370	)		24.50
Outstanding, December 31, 2022		7,117,782			18.75		147,214
Granted		2,542,473			35.29
Exercised(1)		(587,536	)		13.58		14,526
Forfeited, cancelled or expired		(178,217	)		31.49
Outstanding, December 31, 2023		8,894,502			23.56		200,122
Granted		3,062,819			42.93
Exercised(1)		(1,040,136	)		12.43		30,416
Forfeited, cancelled or expired		(207,896	)		38.18
Outstanding, December 31, 2024		10,709,289			29.90		111,202
Exercisable, December 31, 2024		5,927,638			22.30		100,214

(1)During the year ended December 31, 2024, 5,144 (2023 – 4,320 and 2022 – 68,930) stock options were exercised for the same number of common shares in exchange for cash. In the same period, the Company issued 729,965 (2023 – 377,114 and 2022 – 510,671) common shares for the cashless exercise of 1,034,992 (2023 – 583,216 and 2022 – 711,795) stock options.

At December 31, 2024, stock options outstanding and exercisable had a weighted average remaining contractual life of 7.28 years and 6.21 years, respectively.

The fair value of stock options at the date of grant is estimated using the Black-Scholes option-pricing model which requires multiple subjective inputs. The risk-free interest rate of the options is based on the U.S. Treasury yield curve in effect at the date of grant for a term similar to the expected term of the option. The expected volatility is based on the historical volatility of the Company’s common shares calculated based on a period of time commensurate with the expected term assumption. Expected life assumptions are based on the Company’s historical data. The dividend yield is based on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends. Forfeitures are recognized as they occur.

The weighted average option pricing assumptions are as follows:

	Year Ended December 31,
	2024			2023			2022
Average risk-free interest rate		4.05	%		3.93	%		2.39	%
Expected volatility		66	%		69	%		70	%
Average expected term (in years)		5.75			5.94			6.16
Expected dividend yield		0.00	%		0.00	%		0.00	%
Weighted average fair value of stock options granted	$	26.48		$	22.52		$	19.78

A summary of the Company’s unvested stock option activity and related information for the year ended December 31, 2024 is as follows:

	Number of Options			Weighted Average Grant Date Fair Value ($)
Unvested, January 1, 2024		4,105,324			20.53
Granted		3,062,819			26.48
Vested		(2,178,816	)		19.91
Forfeited or cancelled		(207,676	)		22.04
Unvested, December 31, 2024		4,781,651			24.56

The aggregate fair value of options vested during the year ended December 31, 2024 was $43,375 (2023 – $29,233 and 2022 – $13,752).

As of December 31, 2024, the unrecognized stock-based compensation expense related to the unvested stock options was $99,779 which is expected to be recognized over a weighted average period of 2.64 years.

Performance share units

During the year ended December 31, 2024, the Company granted 210,000 PSUs to officers and certain employees with a weighted average grant date fair value of $43.90 per unit. PSUs vest upon the achievement of certain predefined company-specific performance-based criteria on or before December 31, 2027, subject to continued employment to each performance objective achievement date. No PSUs vested during the year ended December 31, 2024.

As of December 31, 2024, the unrecognized stock-based compensation expense related to the unvested PSUs that is probable to be achieved was $2,267. The recognition of this expense is subject to the achievement of the performance-based criteria, which are reassessed at each reporting date. There is $4,609 of unrecognized stock-based compensation expense related to the PSUs that is not probable to be achieved.

(d)Exchange agreement with certain funds affiliated with BVF Partners L.P. (collectively, “BVF”):

In March 2018, the Company and BVF entered into an exchange agreement pursuant to which the Company issued to BVF 2,868,000 Series 1 Preferred Shares in exchange for 2,868,000 common shares which were subsequently cancelled by the Company. The Series 1 Preferred Shares were convertible into common shares on a one-for-one basis, subject to certain restrictions.

The Series 1 Preferred Shares ranked equally to the common shares in the event of liquidation, dissolution or winding up or other distribution of the assets of the Company among its shareholders and the holders of the Series 1 Preferred Shares were entitled to vote together with the common shares on an as-converted basis and as a single class, subject to certain restrictions.

The Series 1 Preferred Shares were recorded wholly as equity under ASC 480, with no bifurcation of conversion feature from the host contract, given that the Series 1 Preferred Shares cannot be cash settled and have no redemption features.

During the year ended December 31, 2018, BVF converted 1,852,000 Series 1 Preferred Shares in exchange for an equal number of common shares. In March 2022, the remaining outstanding 1,016,000 Series 1 Preferred Shares were exchanged for an equal number of common shares.

(e)Pre-funded warrants:

The following table summarizes the pre-funded warrants activity for the years ended December 31, 2024, 2023, and 2022:

	Number of Pre-funded
	warrants outstanding
Outstanding, December 31, 2021		2,775,996
Issued		327,868
Exercised		—
Outstanding, December 31, 2022		3,103,864
Issued		769,230
Exercised(1)		(1,700,013	)
Outstanding, December 31, 2023		2,173,081
Issued		—
Exercised		—
Outstanding, December 31, 2024		2,173,081

(1)During the year ended December 31, 2023, the Company issued 1,700,000 common shares upon the exercise of 1,700,013 pre-funded warrants pursuant to a net exercise mechanism under the warrants.

Each pre-funded warrant is exercisable for the purchase of a common share at the holder's discretion at an exercise price of $0.0001, subject to certain post-exercise beneficial ownership limitations as provided under the terms of the pre-funded warrant.

The Company may not affect the exercise of any pre-funded warrant, and a holder will not be entitled to exercise any portion of any pre-funded warrant that, upon giving effect to such exercise, would cause: (i) the aggregate number of common shares beneficially owned by such holder, together with its affiliates, to exceed 4.99% of the total number of common shares outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of the Company’s securities beneficially owned by such holder, together with its affiliates, to exceed 4.99% of the combined voting power of all of the Company’s securities immediately outstanding after giving effect to the exercise, which percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 19.99% upon at least 61 days’ notice to the Company.

Since the pre-funded warrants meet the condition for equity classification, proceeds from issuances of the pre-funded warrants for the year ended December 31, 2023, of $23,477 (2022 – $9,387), net of underwriting discounts, commissions and offering expenses, are recorded in additional paid-in capital. Upon exercise of the pre-funded warrants, the historical costs recorded in additional paid-in capital along with the exercise price collected from the holder are recorded in common shares. Pre-funded warrants to purchase 2,173,081 (2023 – 2,173,081 and 2022 – 3,103,864) common shares are not included in the number of issued and outstanding common shares as of December 31, 2024.

(f)Warrant:

In August 2018, a warrant to purchase 40,000 (2023 – 40,000) common shares at a price per common share of $9.79 was issued. The warrant is immediately exercisable, contains a cashless exercise provision and expires in August 2028.