EX-99.1 2 d350841dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

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Financial statements First quarter ended march 31, 2017 Q1 17
Financial Statements First Quarter Ended March 31, 2017 Q1 17


Aurinia Pharmaceuticals Inc.

Interim Condensed Consolidated Financial Statements

(Unaudited)

(expressed in thousands of US dollars)

First Quarter Ended March 31, 2017


Aurinia Pharmaceuticals Inc.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited)

(expressed in thousands of US dollars)

 

    

March 31,

2017

$

   

December 31,

2016

$

 

Assets

    

Current assets

    

Cash and cash equivalents

     199,066       39,649  

Short-term investment (note 3)

     3,050       —    

Accounts receivable

     123       86  

Prepaid expenses, deposits and other

     2,236       1,683  
  

 

 

   

 

 

 
     204,475       41,418  

Property and equipment

     26       29  

Acquired intellectual property and other intangible assets

     15,193       15,550  
  

 

 

   

 

 

 
     219,694       56,997  
  

 

 

   

 

 

 

Liabilities

    

Current liabilities

    

Accounts payable and accrued liabilities

     6,132       5,791  

Current portion of deferred revenue

     118       118  

Contingent consideration (note 4)

     2,066       2,021  
  

 

 

   

 

 

 
     8,316       7,930  

Deferred revenue

     530       560  

Contingent consideration (note 4)

     3,499       3,419  

Derivative warrant liabilities (note 5)

     34,686       9,138  
  

 

 

   

 

 

 
     47,031       21,047  
  

 

 

   

 

 

 

Shareholders’ Equity

    

Share capital

    

Common shares (note 6)

     487,965       299,815  

Warrants (note 6)

     911       971  

Contributed surplus

     17,581       17,017  

Accumulated other comprehensive loss

     (805     (805

Deficit

     (332,989     (281,048
  

 

 

   

 

 

 
     172,663       35,950  
  

 

 

   

 

 

 
     219,694       56,997  
  

 

 

   

 

 

 

Subsequent events (note 11)

    

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.


Aurinia Pharmaceuticals Inc.

Interim Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

For the three month periods ended March 31, 2017 and 2016

(expressed in thousands of US dollars, except per share data)

 

    

March 31,
2017

$

   

March 31,

2016

$

 

Revenue

    

Licensing revenue

     30       30  

Research and development revenue

     —         25  

Contract services

     1       2  
  

 

 

   

 

 

 
     31       57  
  

 

 

   

 

 

 

Expenses

    

Research and development

     7,325       3,324  

Corporate, administration and business development

     3,427       1,192  

Amortization of acquired intellectual property and other intangible assets

     357       382  

Amortization of property and equipment

     6       5  

Contract services

     1       1  

Other expense (note 7)

     75       84  
  

 

 

   

 

 

 
     11,191       4,988  
  

 

 

   

 

 

 

Net loss before change in estimated fair value of derivative warrant liabilities

     (11,160     (4,931

Change in estimated fair value of derivative warrant liabilities (note 5)

     (40,781     664  
  

 

 

   

 

 

 

Net loss and comprehensive loss for the period

     (51,941     (4,267
  

 

 

   

 

 

 

Net loss per common share (note 8) (expressed in $ per share)

    

Basic and diluted loss per common share

     (0.92     (0.13
  

 

 

   

 

 

 

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.


Aurinia Pharmaceuticals Inc.

Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit)

(Unaudited)

For the three month periods ended March 31, 2017 and 2016

(expressed in thousands of US dollars)

 

    

Common

shares

$

   

Warrants

$

   

Contributed

surplus

$

   

Deficit

$

   

Accumulated

other

comprehensive

loss

$

   

Shareholders’

equity

(deficit)

$

 

Balance – January 1, 2017

     299,815       971       17,017       (281,048     (805     35,950  

Issue of common shares (note 6)

     173,104       —         —         —         —         173,104  

Share issue costs

     (10,780     —         —         —         —         (10,780

Exercise of warrants

     271       (60     —         —         —         211  

Exercise of derivative warrants

     23,898       —         —         —         —         23,898  

Exercise of stock options

     1,657       —         (677     —         —         980  

Stock-based compensation

     —         —         1,241       —         —         1,241  

Net loss and comprehensive loss for the period

     —         —         —         (51,941     —         (51,941
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance – March 31, 2017

     487,965       911       17,581       (332,989     (805     172,663  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance – January 1, 2016

     261,645       1,297       15,579       (257,753     (805     19,963  

Stock-based compensation

     —         —         329       —         —         329  

Net loss and comprehensive loss for the period

     —         —         —         (4,267     —         (4,267
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance –March 31, 2016

     261,645       1,297       15,908       (262,020     (805     16,025  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.


Aurinia Pharmaceuticals Inc.

Interim Condensed Consolidated Statements of Cash Flow

(Unaudited)

For the three month periods ended March 31, 2017 and 2016

(expressed in thousands of US dollars)

 

    

March 31,

2017

$

   

March 31,
2016

$

 

Cash flow provided by (used in)

    

Operating activities

    

Net loss for the period

     (51,941     (4,267

Adjustments for

    

Amortization of deferred revenue

     (30     (55

Amortization of property and equipment

     6       5  

Amortization of acquired intellectual property and other intangible assets

     357       382  

Change in value of short-term investment

     (6     —    

Revaluation of contingent consideration

     125       62  

Change in provision for restructuring costs

     —         (39

Loss on disposal of equipment

     1       —    

Change in estimated fair value of derivative warrant liabilities

     40,781       (664

Stock-based compensation

     1,241       329  
  

 

 

   

 

 

 
     (9,466     (4,247

Net change in other operating assets and liabilities (note 10)

     (249     (973
  

 

 

   

 

 

 

Net cash used in operating activities

     (9,715     (5,220
  

 

 

   

 

 

 

Investing activities

    

Purchase of short-term investment

     (3,044     (7,043

Proceeds on disposal of short-term investment

     —         10,000  

Purchase of equipment

     (4     (1
  

 

 

   

 

 

 

Net cash generated from (used in) investing activities

     (3,048     2,956  
  

 

 

   

 

 

 

Financing activities

    

Net proceeds from issuance of shares

     162,324       —    

Proceeds from exercise of derivative warrants

     8,665       —    

Proceeds from exercise of warrants

     211       —    

Proceeds from exercise of stock options

     980       —    
  

 

 

   

 

 

 

Net cash generated from financing activities

     172,180       —    
  

 

 

   

 

 

 

Increase (decrease) in cash and cash equivalents during the period

     159,417       (2,264

Cash and cash equivalents – Beginning of period

     39,649       5,756  
  

 

 

   

 

 

 

Cash and cash equivalents – End of period

     199,066       3,492  
  

 

 

   

 

 

 

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.


Aurinia Pharmaceuticals Inc.

Notes to Interim Condensed Consolidated Statements

(Unaudited)

For the three month periods ended March 31, 2017 and 2016

(amounts in tabular columns expressed in thousands of US dollars)

 

  1 Corporate information

Aurinia Pharmaceuticals Inc. or the Company is a clinical stage pharmaceutical company with its head office located at #1203-4464 Markham Street, Victoria, British Columbia, V8Z 7X8 where clinical, regulatory and business development functions of the Company are conducted. The Company has its registered office located at #201, 17904-105 Avenue, Edmonton, Alberta, T5S 2H5 where the finance function is performed.

Aurinia Pharmaceuticals Inc. is incorporated pursuant to the Business Corporations Act (Alberta). The Company’s common shares are currently listed and traded on the NASDAQ Global Market (NASDAQ) under the symbol AUPH and on the Toronto Stock Exchange (TSX) under the symbol AUP. The Company’s primary business is the development of a therapeutic drug to treat autoimmune diseases, in particular lupus nephritis (LN).

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Aurinia Pharma Corp., Aurinia Pharma U.S., Inc. (Delaware incorporated) and Aurinia Pharma Limited (UK incorporated).

 

  2 Basis of presentation

Statement of compliance

These interim condensed consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as applicable to interim financial reports including IAS 34, Interim Financial Reporting, and should be read in conjunction with the annual financial statements of the Company for the year ended December 31, 2016 which have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board (“IASB”).

These interim condensed consolidated financial statements were authorized for issue by the audit committee of the Board of Directors on May 11, 2017.

Basis of measurement

These interim condensed consolidated financial statements have been prepared on a going concern and historical cost basis, other than certain financial instruments which are recognized at fair value.

Functional and presentation currency

These interim condensed consolidated financial statements are presented in United States (US) dollars, which is the Company’s functional currency.

 

  3 Short-term investment

The short-term investment, recorded initially at fair value and subsequently at amortized cost using the effective interest method, is a 3 month HSBC Bank US denominated discount note due April 5, 2017, with an amortized cost of $3,050,000 and an initial cost of $3,044,000. The note has an effective interest rate of 0.79%.

 

  4 Contingent consideration

The outstanding fair value of contingent consideration payable to ILJIN SNT Co., Ltd. (ILJIN), a shareholder and related party, is the result of an Arrangement Agreement (the Agreement) completed on September 20, 2013 between the Company, Aurinia Pharma Corp. and ILJIN. Pursuant to the Agreement, payments of up to $10,000,000 are to be paid dependent on the achievement of pre-defined clinical and marketing milestones.

 

(1)


Aurinia Pharmaceuticals Inc.

Notes to Interim Condensed Consolidated Statements

(Unaudited)

For the three month periods ended March 31, 2017 and 2016

(amounts in tabular columns expressed in thousands of US dollars)

 

If all milestones are met, the timing of these payments is estimated to occur as follows:

 

     $  

2017

     2,250  

2019

     625  

2020

     2,000  

2021

     5,125  

The fair value of this contingent consideration as at March 31, 2017 was estimated to be $5,565,000 (December 31, 2016-$5,440,000) and was determined by estimating the probability and timing of achieving the milestones and applying the income approach.

The fair value estimates at March 31, 2017 were based on a discount rate of 10% and an assumed probability adjusted payment range between 50% and 95%. There were no changes in the assumptions since December 31, 2016. The current portion of the contingent consideration liability of $2,066,000 represents the first milestone and a portion of a second milestone that are expected to be achieved within the year. The change in the passage of time resulted in a revaluation of contingent consideration expense of $125,000 (March 31, 2016-$62,000).

This is a Level 3 recurring fair value measurement. If the probability for success were to increase by a factor of 10% for each milestone, this would increase the net present value (NPV) of the obligation by approximately $758,000 as at March 31, 2017. If the probability for success were to decrease by a factor of 10% for each milestone, this would decrease the NPV of the obligation by approximately $753,000 as at March 31, 2017. If the discount rate were to increase to 12%, this would decrease the NPV of the obligation by approximately $241,000. If the discount rate were to decrease to 8%, this would increase the NPV of the obligation by approximately $267,000.

 

  5 Derivative warrant liabilities

In accordance with IFRS, a contract to issue a variable number of shares fails to meet the definition of equity and must instead be classified as a derivative liability and measured at estimated fair value with changes in estimated fair value recognized in the consolidated statements of operations and comprehensive loss at each period-end. The derivative liabilities will ultimately be converted into the Company’s equity (common shares) when the warrants are exercised, or will be extinguished on the expiry of the outstanding warrants, and will not result in the outlay of any cash by the Company. Immediately prior to exercise, the warrants are remeasured at their estimated fair value. Upon exercise, the intrinsic value is transferred to share capital (the intrinsic value is the share price at the date the warrant is exercised less the exercise price of the warrant). Any remaining fair value is recorded through the statement of operations and comprehensive loss as part of the change in estimated fair value of derivative warrant liabilities.

 

     December 28, 2016
Warrants
    February 14, 2014
Warrants
    Total  
     # of warrants
(in thousands)
    $

 

    # of warrants
(in thousands)
    $

 

    # of warrants
(in thousands)
    $

 

 

Balance at January 1, 2017

     6,388       7,405       3,748       1,733       10,136       9,138  

Conversion to equity (common shares and contributed surplus) upon exercise of warrants

     (2,859     (12,399     (516     (2,834     (3,375     (15,233

Revaluation of derivative warrant liabilities

     —         24,948       —         15,833       —         40,781  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2017

     3,529       19,954       3,232       14,732       6,761       34,686  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2016

     —         —         4,548       5,499       4,548       5,499  

Revaluation of derivative warrant liability

     —         —         —         (664     —         (664
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2016

     —         —         4,548       4,835       4,548       4,835  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(2)


Aurinia Pharmaceuticals Inc.

Notes to Interim Condensed Consolidated Statements

(Unaudited)

For the three month periods ended March 31, 2017 and 2016

(amounts in tabular columns expressed in thousands of US dollars)

 

Derivative warrant liability related to December 28, 2016 Bought Deal public offering

On December 28, 2016, the Company completed a $28,750,000 Offering. Under the terms of the Offering, the Company issued 12,778,000 units at a subscription price per Unit of $2.25, each Unit consisting of one common share and one-half (0.50) of a common share purchase warrant (a Warrant), exercisable for a period of five years from the date of issuance at an exercise price of $3.00. The holders of the Warrants issued pursuant to this offering may elect, if the Company does not have an effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the holder, in lieu of exercising the Warrants for cash, a cashless exercise option to receive common shares equal to the fair value of the Warrants based on the number of Warrants to be exercised multiplied by the weighted average market price less the exercise price with the difference divided by the weighted average market price. If a Warrant holder exercises this option, there will be variability in the number of shares issued per Warrant.

At initial recognition on December 28, 2016, the Company recorded a derivative warrant liability of $7,223,000 based on the estimated fair value of the Warrants with allocated share issuance costs of $655,000 recognized as other expense. As at December 31, 2016, the Company revalued the derivative warrant liability to $7,405,000.

In the three month period ended March 31, 2017, 2,859,000 warrants were exercised at $3.00 per share for gross proceeds of $8,577,000. As the Company had an effective registration statement during this period these warrants could only be exercised for cash. These Warrants had an estimated fair value of $16,235,000 on the dates of exercise, determined using the Black-Scholes warrant pricing model. Of this amount, $12,399,000 was transferred from derivative warrant liabilities to equity (common shares) and $3,836,000 was recorded through the statement of operations and comprehensive loss as part of the change in estimated fair value of derivative warrant liabilities.

As at March 31, 2017, the Company revalued the remaining derivative warrants at a fair value of $19,954,000 (December 31, 2016 – $7,405,000).

The net adjustment resulting from the revaluation of the outstanding December 28, 2016 warrants at March 31, 2017 and the impact of the revaluation of the exercised warrants immediately before they were exercised resulted in an increase in the estimated fair value of the derivative warrant liability for the three months ended March 31, 2017 of $24,948,000. (March 31, 2016 – decrease in derivative warrant liability of $664,000).

The Company uses the Black-Scholes pricing model to estimate fair value. The Company considers expected volatility of its common shares in estimating its future stock price volatility. The risk-free interest rate for the life of the Warrants was based on the yield available on government benchmark bonds with an approximate equivalent remaining term at the time of issue. The life of warrant is based on the contractual term.

The following assumptions were used to estimate the fair value of the derivative warrant liability on March 31, 2017 and December 31, 2016.

 

    

March 31,

2017

$

   

December 31,
2016

$

 

Annualized volatility

     76     76

Risk-free interest rate

     1.87       1.92

Life of warrants in years

     4.75       5.00  

Dividend rate

     0.0     0.0

Market price

     7.34       2.10  

Fair value per Warrant

     5.65       1.16  

 

(3)


Aurinia Pharmaceuticals Inc.

Notes to Interim Condensed Consolidated Statements

(Unaudited)

For the three month periods ended March 31, 2017 and 2016

(amounts in tabular columns expressed in thousands of US dollars)

 

Derivative warrant liability related to February 14, 2014 private placement offering

On February 14, 2014, the Company completed a $52,000,000 private placement. Under the terms of the Offering, the Company issued 18,919,404 units at a subscription price per Unit of $2.7485, each Unit consisting of one common share and one-quarter (0.25) of a common share purchase warrant (a Warrant), exercisable for a period of five years from the date of issuance at an exercise price of $3.2204. The holders of the Warrants issued pursuant to the February 14, 2014 private placement may elect, in lieu of exercising the Warrants for cash, a cashless exercise option to receive common shares equal to the fair value of the Warrants based on the number of Warrants to be exercised multiplied by a five-day weighted average market price less the exercise price with the difference divided by the weighted average market price. If a Warrant holder exercises this option, there will be variability in the number of shares issued per Warrant.

In the three month period ended March 31, 2017, a holder of 489,000 Warrants elected this option and the Company issued 308,000 common shares upon the cashless exercise of these Warrants. These Warrants had an estimated fair value of $2,870,000 on the date of exercise, determined using the Black-Scholes warrant pricing model. In addition, another holder of 27,000 warrants exercised these warrants for cash and received 27,000 common shares. The Company received cash proceeds of $88,000.

The exercised warrants had an estimated fair value of $3,029,000 on the date of exercise determined using the Black-Scholes warrant pricing model.

Of this amount, $2,834,000 was transferred from derivative warrant liabilities to equity (common shares) and $195,000 was recorded through the statement of operations and comprehensive loss as part of the change in estimated fair value of derivative warrant liabilities.

As at March 31, 2017, the Company revalued the remaining derivative warrants at $14,732,000 (December 31, 2016 – $1,733,000).

The net adjustment resulting from the revaluation of the outstanding February 14, 2014 warrants at March 31, 2017 and the impact of the revaluation of the exercised warrants immediately before they were exercised resulted in an increase in the estimated fair value of the derivative warrant liabilities for the three months ended March 31, 2017 of $15,833,000. (March 31, 2016 – decrease in derivative warrant liability of $Nil).

The Company considers expected volatility of its common shares in estimating its future stock price volatility. The risk-free interest rate for the expected life of the Warrants was based on the yield available on government benchmark bonds with an approximate equivalent remaining term at the time of the grant. The expected life is based on the contractual term.

The Company uses the Black-Scholes pricing model to estimate fair value. The following assumptions were used to estimate the fair value of the derivative warrant liability on March 31, 2017 and December 31, 2016.

 

    

March 31,

2017

$

   

December 31,

2016

$

 

Annualized volatility

     65     61

Risk-free interest rate

     1.22     1.21

Life of warrants in years

     1.87       2.12  

Dividend rate

     0.0     0.0

Market price

     7.34       2.10  

Fair value per Warrant

     4.56       0.46  

The derivative warrant liabilities are Level 3 recurring fair value measurements.

The key Level 3 inputs used by management to estimate the fair value are the market price and the expected volatility. If the market price were to increase by a factor of 10%, this would increase the estimated fair value of the obligation by approximately $4,574,000 as at March 31, 2017. If the market price were to decrease by a factor of 10%, this would decrease the estimated fair value of the obligation by approximately $4,511,000. If the volatility were to increase by 10%, this would increase the estimated fair value of the obligation by approximately $938,000. If the volatility were to decrease by 10%, this would decrease estimated fair value of the obligation by approximately $936,000 as at March 31, 2017.

 

(4)


Aurinia Pharmaceuticals Inc.

Notes to Interim Condensed Consolidated Statements

(Unaudited)

For the three month periods ended March 31, 2017 and 2016

(amounts in tabular columns expressed in thousands of US dollars)

 

  6 Share capital

 

  a) Common shares

Authorized

Unlimited common shares without par value

 

Issued    Common shares  
     Number      $  
     (in thousands)         

Balance as at January 1, 2017

     52,808        299,815  

Issued pursuant to public offering

     25,645        162,324  

Issued pursuant to exercise of warrants

     77        271  

Issued pursuant to exercise of derivative liability warrants (note 5)

     3,195        23,898  

Issued pursuant to exercise of stock options

     376        1,657  
  

 

 

    

 

 

 

Balance as at March 31, 2017

     82,101        487,965  
  

 

 

    

 

 

 

Balance as at December 31, 2015 and March 31, 2016

     32,287        261,645  
  

 

 

    

 

 

 

On March 20, 2017 the Company completed a public offering of 25,645,000 common shares which included 3,345,000 common shares from the overallotment exercised by the underwriter. The shares were issued at a price of $6.75 per share. Gross proceeds from this Offering were $173,104,000 before deducting the 6% underwriting commission and other offering expenses which totaled $10,780,000.

The Offering was made pursuant to a U.S. registration statement on Form F-10, declared effective by the United States Securities and Exchange Commission (the “SEC”) on November 5, 2015 (the “Registration Statement”), and the Company’s existing Canadian short form base shelf prospectus (the “Base Shelf Prospectus”) dated October 16, 2015. The prospectus supplements relating to the Offering (together with the Base Shelf Prospectus and the Registration Statement, the “Offering Documents”) were filed with the securities commissions in the provinces of British Columbia, Alberta and Ontario in Canada, and with the SEC in the United States.

 

  b) Warrants

 

Issued    Warrants  
     Number      $  
     (in thousands)         

Balance as at January 1, 2017

     1,257        971  

Warrants exercised

     (77      (60
  

 

 

    

 

 

 

Balance as March 31, 2017

     1,180        911  
  

 

 

    

 

 

 

Balance as at December 31, 2015 and March 31, 2016

     1,368        1,297  
  

 

 

    

 

 

 
  

 

 

    

 

 

 

 

(5)


Aurinia Pharmaceuticals Inc.

Notes to Interim Condensed Consolidated Statements

(Unaudited)

For the three month periods ended March 31, 2017 and 2016

(amounts in tabular columns expressed in thousands of US dollars)

 

A summary of the outstanding warrants as at March 31, 2017 is presented below:

 

Expiry date   

 

     Weighted
average
exercise
price
$
 
     Number         
     (in thousands)         

Exercisable in CA$

     

June 26, 2018 (CA$2.50)

     190        1.88  

December 31, 2018 (CA$2.00)

     14        1.50  
  

 

 

    

 

 

 
     204        1.85  

Exercisable in US$

     

June 22, 2018

     976        2.77  

February 14, 2019 (note 5)

     3,232        3.22  

December 28, 2021 (note 5)

     3,529        3.00  
  

 

 

    

 

 

 
     7,941        3.03  
  

 

 

    

 

 

 

 

  c) Stock options and compensation expense

A summary of the stock options outstanding as at March 31, 2017 and March 31, 2016 and changes during the period ended on those dates is presented below:

 

     2017      2016  
     Number     

Weighted

average

exercise

price in

CA$

     Number     

Weighted

average

exercise

price in

CA$

 

Outstanding – Beginning of period

     4,052        3.74        2,713        4.00  

Granted pursuant to Stock Option Plan

     1,971        4.22        320        3,90  

Exercised

     (376      3.48        —          —    

Cancelled

     —          —          —          —    

Forfeited

     (391      3.20        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Outstanding – End of period

     5,256        3.98        3,033        3.99  
  

 

 

    

 

 

    

 

 

    

 

 

 

Options exercisable – End of period

     3,338        3.87        2,377        3.99  
  

 

 

    

 

 

    

 

 

    

 

 

 

On June 8, 2016, the Shareholders of the Company approved the amendment to the Stock Option Plan to increase the maximum number of Common Shares reserved for issuance under the Stock Option Plan from 10% to 12.5% of the outstanding Common Shares of the Company at the time of granting.

Therefore, the maximum number of Common Shares issuable under the Stock Option Plan is equal to 12.5% of the issued and outstanding Common Shares at the time the Common Shares are reserved for issuance. As at March 31, 2017, there were 82,101,000 Common Shares of the Company issued and outstanding, resulting in a maximum of 10,263,000 options available for issuance under the Stock Option Plan. An aggregate total of 5,056,000 options are presently outstanding in the Stock Option Plan, representing 6.2% of the issued and outstanding Common Shares of the Company.

 

(6)


Aurinia Pharmaceuticals Inc.

Notes to Interim Condensed Consolidated Statements

(Unaudited)

For the three month periods ended March 31, 2017 and 2016

(amounts in tabular columns expressed in thousands of US dollars)

 

In addition, on May 2, 2016, the Company granted 200,000 inducement stock options to a new employee pursuant to Section 613(c) of the TSX Company Manual at a price of $2.92 (CA$3.66). These options are recorded outside of the Company’s stock option plan.

The Stock Option Plan requires the exercise price of each option to be determined by the Board of Directors and not to be less than the closing market price of the Company’s stock on the day immediately prior to the date of grant. Any options which expire may be re-granted. The Board of Directors approves the vesting criteria and periods at its discretion. The options issued under the plan are accounted for as equity-settled share-based payments.

On February 9, 2017 the Company granted 1,050,000 stock options to the Chairman and Chief Executive Officer upon his appointment as Chief Executive Officer of the Company. One quarter of the options vested immediately, with the remainder of the options vesting each month in equal amounts over a period of 36 months. These options are exercisable for a term of 10 years.

The Company granted 60,000 stock options to directors of the Board during the first quarter ended March 31, 2017. These options vest in equal amounts over 12 months and are exercisable for a term of 10 years.

The Company also granted 861,000 stock options to officers and employees of the Company during the period. These options vest in equal amounts over 36 months and are exercisable for a term of 10 years.

The Company used the Black-Scholes option pricing model to estimate the fair value of the options granted.

The Company considers historical volatility of its common shares in estimating its future stock price volatility. The risk-free interest rate for the expected life of the options was based on the yield available on government benchmark bonds with an approximate equivalent remaining term at the time of the grant. The expected life is based upon the contractual term, taking into account expected employee exercise and expected post-vesting employment termination behavior.

The following weighted average assumptions were used to estimate the fair value of the options granted during the period ended March 31:

 

     March 31,
2017
   

March 31,

2016

 

Annualized volatility

     74     76

Risk-free interest rate

     1.27     0.59

Expected life of options in years

     6.5 years       3.8 years  

Estimated forfeiture rate

     25.79     7.56

Dividend rate

     0.0     0.0

Exercise price

   $ 3.21     $ 3.00  

Market price on date of grant

   $ 3.21     $ 3.00  

Fair value per common share option

   $ 2.14     $ 1.64  

Application of the fair value method resulted in charges to stock-based compensation expense of $1,241,000 for the three months ended March 31, 2017 (2016 – $329,000) with corresponding credits to contributed surplus. For the three months ended March 31, 2017, stock compensation expense has been allocated to research and development expense in the amount of $159,000 (2016 – $68,000) and corporate, administration and business development expense in the amount of $1,082,000 (2016 – $261,000).

 

(7)


Aurinia Pharmaceuticals Inc.

Notes to Interim Condensed Consolidated Statements

(Unaudited)

For the three month periods ended March 31, 2017 and 2016

(amounts in tabular columns expressed in thousands of US dollars)

 

The following table summarizes information on stock options outstanding as at March 31, 2017:

 

Options
outstanding
     Options
exercisable
 

Range of

exercise

prices

CA$

  

Number

outstanding

    

Weighted

average

remaining

contractual

life (years)

    

Number

outstanding

 
     (in thousands)             (in thousands)  
3.20 to 3.66      1,655        2.72        1,495  
3.91 to 4.00      423        4.44        289  
4.21 to 4.73      3,146        7.19        1,522  
5.19      32        3.02        32  
  

 

 

    

 

 

    

 

 

 
     5,256        5.53        3,338  
  

 

 

    

 

 

    

 

 

 

 

  7 Other expense (income)

 

    

March 31,

2017

$

    

March 31,

2016

$

 

Finance income

     

Interest income

     (76      (8
  

 

 

    

 

 

 

Other expense

     

Revaluation adjustment on contingent consideration (note 4)

     125        62  

Foreign exchange loss

     25        30  

Loss on disposal of equipment

     1        —    
  

 

 

    

 

 

 
     151        92  
  

 

 

    

 

 

 
     75        84  
  

 

 

    

 

 

 

 

  8 Net loss per common share

Basic and diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. In determining diluted net loss per common share, the weighted average number of common shares outstanding is adjusted for stock options and warrants eligible for exercise where the average market price of common shares exceeds the exercise price. Common shares that could potentially dilute basic net loss per common share in the future that could be issued from the exercise of stock options and warrants were not included in the computation of the diluted loss per common share because to do so would be anti-dilutive.

 

(8)


Aurinia Pharmaceuticals Inc.

Notes to Interim Condensed Consolidated Statements

(Unaudited)

For the three month periods ended March 31, 2017 and 2016

(amounts in tabular columns expressed in thousands of US dollars)

 

The numerator and denominator used in the calculation of historical basic and diluted net loss amounts per common share are as follows:

 

    

March 31,

2017

$

    

March 31,

2016

$

 

Net loss for the period

     (51,941      (4,267
  

 

 

    

 

 

 
     Number        Number  
  

 

 

    

 

 

 

Weighted average common shares outstanding

     56,680        32,287  
  

 

 

    

 

 

 
     $        $  

Net loss per common share (expressed in $ per share)

     (0.92      (0.13
  

 

 

    

 

 

 

The outstanding number and type of securities that would potentially dilute basic loss per common share in the future and which were not included in the computation of diluted loss per share, because to do so would have reduced the loss per common share (anti-dilutive) for the years presented, are as follows:

 

    

March 31,

2017

    

March 31,

2016

 

Stock options

     3,566        2,715  

Warrants (derivative liabilities)

     6,761        4,548  

Warrants (equity)

     1,180        1,368  
  

 

 

    

 

 

 
     11,507        8,631  
  

 

 

    

 

 

 

 

  9 Segment disclosures

The Company’s operations comprise a single reporting segment engaged in the research, development and commercialization of therapeutic drugs. As the operations comprise a single reporting segment, amounts disclosed in the consolidated financial statements represent those of the single reporting unit. In addition, all of the Company’s long-lived assets are located in Canada.

The following geographic information reflects revenue based on customer location.

 

    

2016

$

    

2016

$

 

Revenue

     

China

     30        30  

Switzerland

     1        —    

Canada

        27  
  

 

 

    

 

 

 
     31        57  
  

 

 

    

 

 

 

 

(9)


Aurinia Pharmaceuticals Inc.

Notes to Interim Condensed Consolidated Statements

(Unaudited)

For the three month periods ended March 31, 2017 and 2016

(amounts in tabular columns expressed in thousands of US dollars)

 

  10 Supplementary cash flow information

Net change in other operating assets and liabilities

 

    

March 31,

2017

$

    

March 31,

2016

$

 

Accounts receivable

     (37      —    

Prepaid expenses and deposits

     (553      211  

Accounts payable and accrued liabilities

     341        (1,184
  

 

 

    

 

 

 
     (249      (973
  

 

 

    

 

 

 

Interest received

     10        —    
  

 

 

    

 

 

 

 

  11 Subsequent events

 

  a) Stock options

Subsequent to March 31, 2017, the Company granted 333,000 stock options to non-executive directors of the Board, new employees and certain other employees of the Company at an exercise price of $6.95 (CA$9.45). The Company issued 421,000 common shares upon the exercise of 421,000 stock options for proceeds of $1,107,000.

 

  b) Exercise of derivative warrants

Subsequent to March 31, 2017, the Company issued 749,000 common shares upon the cashless exercise of 1,364,000 derivative warrants and 1,000 common shares upon the cash exercise of 1,000 derivative warrants for proceeds of $4,000.

 

(10)