0001684144 Zomedica Corp. false --12-31 Q2 2021 0 0 20 20 0 0 12 12 Unlimited Unlimited 0 0 977,950,993 977,950,993 642,036,228 642,036,228 1,281,609 5,000,000 5 6 16,666,667 459,600 4 10 5,774,351 1,367,802 5,056,000 4 5 0 1,367,802 744,407 0 0 5.5 0.20 5 2 2 On May 29, 2020 the Company completed a public offering of its common shares or common share equivalents (“Series C pre-funded warrants”), and warrants (“Series C Warrants”) in a fixed combination of one common share or Series C pre-funded warrant, and a Series C Warrant to purchase one common share, resulting in the sale of 121,163,333 common shares, 12,170,000 pre-funded warrants, and Series C Warrants to purchase 133,333,333 common shares at a combined offering price of $0.15 per share for the common shares and related Series C Warrant, or a combined offering price of $0.1499 per pre-funded warrant and related Series C warrant. Each Series C pre-funded warrant has an exercise price of $0.0001 per share, is exercisable immediately after issuance, is exercisable only on a cashless exercise basis, and will not expire prior to exercise. Each Series C Warrant has an exercise price of $0.15 per share, is exercisable immediately after issuance and has a term of 2 years. The Company raised $19,998,783 in gross proceeds as part of the public offering. The Company recorded $11,336,422 as the value of common shares under common stock, $1,080,289 as the value of the pre-funded warrants and $7,582,072 as the value of Series C Warrants under additional paid-in-capital in the consolidated statements of shareholders’ equity. The direct cash costs related to the issuance of the common shares, Series C pre-funded warrants and Series C Warrants issued in May were $1,908,202. These direct costs were recorded as an offset against the statement of shareholders’ equity with $1,088,876 being recorded under capital stock and $819,327 being recorded under additional paid-in-capital. Other is comprised of deferred financing costs, subscription payments, utilities, travel costs, and software licensing. As of June 30, 2021, and December 31, 2020, the Company classified all amounts as a current asset in the consolidated balance sheets. On February 14, 2020, the Company completed a registered direct offering (“RDO”) of its common shares and a simultaneous private placement of its warrants (“Series A Warrants”) in a fixed combination of one common share and a Series A Warrant to purchase one common share, resulting in the sale of 20,833,334 common shares and Series A Warrants to purchase 20,833,334 common shares at a combined offering price of $0.12 per share and related Series A Warrant. Each Series A Warrant has an exercise price of $0.20 per share, is exercisable six months after issuance and has a term of 5.5 years. The Company also issued warrants to the placement agents to purchase 1,041,667 common shares at an exercise price of $0.15 per share (“Placement Agent Warrants”), which were exercisable immediately upon issuance and have a term of 5 years. In aggregate, the Company issued 20,833,334 common shares, 20,833,334 Series A Warrants, and an additional 1,041,667 Series A Placement Agent Warrants. The Company raised $2,500,000 in gross proceeds as part of the RDO. The Company recorded $1,705,655 as the value of common shares under common shares and $794,345 as the value of Series A Warrants under additional paid-in-capital in the consolidated statements of shareholders’ equity. The direct cash costs related to the issuance of the common shares and warrants issued in February 2020 were $348,220. These direct costs were recorded as an offset against the statement of shareholders’ equity with $238,217 being recorded under common shares and $110,003 being recorded under additional paid-in-capital. The Company also recorded the value of the Series A Placement Agent Warrants in the amount of $52,496 as an offset against the statement of shareholders’ equity with $35,816 being recorded under common shares and $16,680 being recorded under additional paid-in-capital. On February 8, 2021, the Company completed a sale of 91,315,790 common shares at an offering price of $1.90 per share. The company also granted the underwriter a 30-day option to purchase up to 13,697,368 additional common shares at the public offering price. The Company raised $199,525,000 in gross proceeds as part of the offering. The Company recorded $199,525,000 as the value of common shares under common shares. The direct cash costs related to the issuance of the common shares and warrants issued in February 2021 were $14,281,368. These direct costs were recorded as an offset against the statement of shareholders’ equity with the entirety recorded under common shares. On April 9, 2020, the Company completed a confidentially marketed public offering (“CMPO”) of its common shares and warrants (“Series B Warrants”) of 33,333,334 common shares and warrants to purchase up to 16,666,667 common shares. The securities were sold in a fixed combination of one common share and 0.5 of a Series B Warrant at a combined offering price of $0.12 per share and accompanying warrant. Each whole warrant is exercisable immediately for one common share after issuance, at an exercise price of $0.15 per share and has a term of 5 years. The Company also issued warrants to the placement agents to purchase 1,666,667 common shares at an exercise price of $0.15 per share (“Series B Placement Agent Warrants”), which were exercisable immediately upon issuance and have a term of 5 years. In aggregate, the Company issued 33,333,334 common shares,16,666,667 Series B Warrants in addition to 1,666,667 Series B Placement Agent Warrants. The Company raised $4,000,000 in gross proceeds in the CMPO. The Company recorded $2,942,248 as the value of common shares under common stock and $1,057,752 as the value of Series B Warrants under additional paid-in-capital in the consolidated statements of shareholders’ equity. The direct cash costs related to the issuance of the common shares and warrants issued in April were $582,977. These direct costs were recorded as an offset against the statement of shareholders’ equity with $428,283 being recorded under capital stock and $154,694 being recorded under additional paid-in-capital. The Company also recorded the value of the Series B Placement Agent Warrants in the amount of $161,714 as an offset against the statement of shareholders’ equity with $118,951 being recorded under capital stock and $42,763 being recorded under additional paid-in-capital. All Series C pre-funded warrants were exercised in June 2020. Upon exercise the value of the warrant exercise was based on the one-day VWAP of the Company stock the day before the exercise request date. The cashless exercise option resulted in the issuance of 12,162,492 shares. Deposits include payments made to vendors in advance and are primarily associated with inventory, warranties, and research activity. 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 10-Q

 


 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2021.

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from________ to_________.

 

Commission File Number:  001-38298

 


Zomedica Corp.

(Exact name of registrant as specified in its charter)


 

Alberta, Canada

N/A

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification Number)

 

100 Phoenix Drive, Suite 125

Ann Arbor, Michigan

48108

(Address of principal executive offices)

(Zip code)

 

(734) 369-2555

(Registrants telephone number, including area code)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

    

Non-accelerated filer

Smaller reporting company

    
  

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, without par value

ZOM

NYSE American

 

As of August 11, 2021, 979,728,168 shares of the registrant’s common shares, without par value, were issued and outstanding.

 

 

 

 

 

ZOMEDICA CORP.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED

JUNE 30, 2021

 

TABLE OF CONTENTS

 

 

Page

PART I

   

FINANCIAL INFORMATION

   

Item 1. Condensed Financial Statements

2

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

23

Item 3. Quantitative and Qualitative Disclosures about Market Risk

32

Item 4. Controls and Procedures

32
   

PART II

   

OTHER INFORMATION

   

Item 1. Legal Proceedings

32

Item 1A. Risk Factors

33

Item 6. Exhibits

33

 

 

 

 

 

 

 

PART I FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

 

Zomedica Corp.

Condensed consolidated balance sheets

As of June 30, 2021, and December 31, 2020

(Unaudited) (Stated in United States dollars)


 

  

June 30,

  

December 31,

 
  

2021

  

2020

 
         

Assets

        
         

Current assets

        

Cash and cash equivalents

 $276,209,816  $61,991,703 

Inventory

  793,898   - 

Prepaid expenses and deposits

  222,478   1,727,814 

Trade receivables

  4,264   - 

Other receivables

  268,501   146,207 

Total current assets

  277,498,957   63,865,724 
         

Prepaid expenses and deposits

  1,081,083   13,924 

Property and equipment, net

  265,845   583,007 

Right-of-use asset

  1,132,548   1,318,716 

Intangible assets, net

  373,851   362,663 

Total assets

 $280,352,284  $66,144,034 
         

Liabilities, mezzanine and shareholders' equity

     
         

Current liabilities

        

Accounts payable and accrued liabilities

 $3,095,203  $1,248,628 

Current portion of debt obligations

  -   527,360 

Current portion of lease obligations

  302,112   252,788 

Total current liabilities

  3,397,315   2,028,776 
         

Lease obligations

  886,956   1,087,998 

Total liabilities

  4,284,271   3,116,774 
         

Commitments and contingencies (Note 13)

          
         

Mezzanine equity:

        

Series 1 preferred shares, no par value; 20 shares authorized 0 and 12 Series 1 preferred shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively

  -   11,961,397 
         

Shareholders' equity

        

Unlimited common shares, no par value; 977,950,993 and 642,036,228 issued and outstanding at June 30, 2021 and December 31, 2020, respectively

  380,222,091   104,783,612 

Common shares subscribed

  -   459,600 

Additional paid-in capital

  5,601,641   14,792,276 

Accumulated deficit

  (109,755,719)  (68,969,625)

Total shareholders' equity

  276,068,013   51,065,863 
         

Total liabilities, mezzanine equity and shareholders' equity

 $280,352,284  $66,144,034 

 

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

 

2

 
 

Zomedica Corp.

Condensed consolidated statements of loss and comprehensive loss       

For the three and six months ended June 30, 2021, and 2020

(Unaudited) (Stated in United States dollars)


 

  

Three months ended June 30,

  

Six months ended June 30,

 
  

2021

  

2020

  

2021

  

2020

 
                 

Net revenue

 $15,693  $-  $29,817  $- 

Cost of revenue

  35,876   -   41,533   - 

Gross profit

  (20,183)  -   (11,716)  - 
                 

Expenses

                

Research and development

  270,674   3,908,171   683,802   4,503,570 

Selling, general and administrative

  5,037,729   1,394,374   8,505,399   3,132,481 

Loss from operations

  (5,328,586)  (5,302,545)  (9,200,917)  (7,636,051)

Interest income

  (112,107)  (247)  (167,254)  (328)

Interest expense

  6,054   -   6,054   732 

(Gain) Loss on disposal of assets

  (116)  -   242,947   128,931 

Gain on extinguishment of debt

  (533,414)  -   (533,414)  - 

Other loss (income)

  22,196   -   (1,881)  (5,500)

Foreign exchange loss (gain)

  (525)  5,691   122   (1,279)

Loss before income taxes

  (4,710,674)  (5,307,989)  (8,747,491)  (7,758,607)

Income tax expense

  -   -   -   - 

Net loss and comprehensive loss

 $(4,710,674) $(5,307,989) $(8,747,491) $(7,758,607)
                 

Weighted average number of common shares - basic and diluted

  973,656,518   214,830,818   932,959,287   166,814,645 
                 

Loss per share - basic and diluted (Note 18)

 $(0.005) $(0.02) $(0.01) $(0.05)

 

 

 

 

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

 

3

 
 

Zomedica Corp.

Condensed consolidated statements of shareholders’ equity

For the three and six months ended June 30, 2021 and 2020

(Unaudited) (Stated in United States dollars)


 

   

Series 1 preferred shares

   

Common shares

                                 

For the six months ending June 30, 2021

 

Shares

   

Amount

   

Shares

   

Amount

   

Common stock subscribed

   

Additional paid-in capital

   

Accumulated deficit

   

Total

 

Balance at December 31, 2020

    -       -       642,036,228     $ 104,783,612     $ 459,600     $ 14,792,276     $ (68,969,625 )   $ 51,065,863  

Stock issuance for financing

    -       -       105,013,158       199,525,000       -       -       -       199,525,000  

Stock issuance costs

    -       -       -       (14,280,914 )     -       -       -       (14,280,914 )

Stock-based compensation

    -       -       -       -       -       3,064,818             3,064,818  

Stock issued from warrant exercises

    -       -       200,951,905       44,082,183       (459,600 )     (11,511,046 )     -       32,111,537  

Stock issued from stock option exercises

    -       -       5,230,601       2,112,210             (744,407 )           1,367,803  

Preferred share exchange

    -       -       24,719,101       44,000,000             -       (32,038,603 )     11,961,397  

Net loss

    -       -       -       -       -       -       (8,747,491 )     (8,747,491 )

Balance at June 30, 2021

    -       -       977,950,993     $ 380,222,091     $ -     $ 5,601,641     $ (109,755,719 )   $ 276,068,013  

 

   

Series 1 preferred shares

   

Common shares

                                 

For the three months ending June 30, 2021

 

Shares

   

Amount

   

Shares

   

Amount

   

Common stock subscribed

   

Additional paid-in capital

   

Accumulated deficit

   

Total

 

Balance at March 31, 2021

    -       -       972,092,308     $ 377,970,846     $ -     $ 4,602,089     $ (105,045,045 )   $ 277,527,890  

Stock issuance costs

    -       -       -       453       -       -       -       453  

Stock-based compensation

    -       -       -       -       -       1,782,076       -       1,782,076  

Stock issued from warrant exercises

    -       -       628,084       138,582       -       (38,117 )     -       100,465  

Stock issued from stock option exercises

    -       -       5,230,601       2,112,210       -       (744,407 )     -       1,367,803  

Net loss

    -       -       -       -       -       -       (4,710,674 )     (4,710,674 )

Balance at June 30, 2021

    -       -       977,950,993     $ 380,222,091     $ -     $ 5,601,641     $ (109,755,719 )   $ 276,068,013  

 

   

Series 1 preferred shares

   

Common shares

                                 

For the six months ending June 30, 2020

                 

Shares

   

Amount

   

Common stock subscribed

   

Additional paid-in capital

   

Accumulated deficit

   

Total

 

Balance at December 31, 2019

    12     $ 11,961,397       108,038,398     $ 38,566,820     $ -     $ 3,625,083     $ (52,057,841 )   $ 2,095,459  

Stock, warrants and pre-funded warrants issuance for financing

                175,330,001       15,984,325       1,465,500       10,514,458       -       27,964,283  

Stock issuance costs

                  -       (1,755,376 )     -       (1,084,024 )     -       (2,839,400 )

Placement agent warrants

                  -       (154,767 )     -       154,767       -       -  

Stock-based compensation

                  -       -       -       290,866             290,866  

Stock issued from exercise of warrants and prefunded warrants

                77,671,547       14,687,920       -       (4,861,560 )     -       9,826,360  

Net loss

                  -       -       -       -       (7,758,607 )     (7,758,607 )

Balance at June 30, 2020

    12     $ 11,961,397       361,039,946     $ 67,328,922     $ 1,465,500     $ 8,639,590     $ (59,816,448 )   $ 29,578,961  

 

   

Series 1 preferred shares

   

Common shares

                                 

For the three months ending June 30, 2020

                 

Shares

   

Amount

   

Common stock subscribed

   

Additional paid-in capital

   

Accumulated deficit

   

Total

 

Balance at March 31, 2020

    12     $ 11,961,397       128,871,732     $ 39,998,442     $ -     $ 4,500,263     $ (54,508,459 )   $ 1,951,643  

Stock, warrants and pre-funded warrants issuance for financing

                154,496,667       14,278,670       1,465,500       9,720,113       -       25,464,283  

Stock issuance costs

                  -       (1,517,159 )     -       (974,021 )     -       (2,491,180 )

Placement agent warrants

                  -       (118,951 )     -       118,951       -       -  

Stock-based compensation

                  -       -       -       135,844       -       135,844  

Stock issued from exercise of warrants and prefunded warrants

                77,671,547       14,687,920             (4,861,560 )           9,826,360  

Net loss

                  -       -             -       (5,307,989 )     (5,307,989 )

Balance at June 30, 2021

    12     $ 11,961,397       361,039,946     $ 67,328,922     $ 1,465,500     $ 8,639,590     $ (59,816,448 )   $ 29,578,961  

 

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

 

4

 
 

Zomedica Corp.

Condensed consolidated statements of cash flows

For the three and six months ended June 30, 2021 and 2020

(Unaudited) (Stated in United States dollars)


 

  

Six months ended June 30,

 
  

2021

  

2020

 
         

Cash flows from operating activities:

        

Net loss

 $(8,747,491) $(7,758,607)

Adjustments for

        

Depreciation

  114,724   154,275 

Amortization - intangible assets

  89,468   90,025 

Loss on disposal of property and equipment

  242,947   69,834 

Loss on other assets

  5,323   59,097 

Gain on extinguishment of debt

  (533,414)  - 

Stock-based compensation

  3,064,818   290,866 

Non-cash portion of rent expense

  35,182   52,480 

Change in non-cash operating working capital

        

Purchased inventory

  (793,898)  - 

Prepaid expenses and deposits

  437,302   (114,878)

Trade receivable

  (4,264)  67,908 

Other receivables

  (133,114)  78,762 

Accounts payable and accrued liabilities

  1,846,575   (883,414)

Net cash used in operating activities

  (4,375,842)  (7,893,652)
         
         

Cash flows from investing activities:

        

Cash from sale of property and equipment

  75   5,400 

Investment in intangibles

  (98,710)  - 

Investment in property and equipment

  (42,643)  - 

Cash from lease cancellation or modification

  -   1,002,113 

Net cash (used in) provided by investing activities

  (141,278)  1,007,513 
         

Cash flows from financing activities:

        

Proceeds from issuance of common shares, warrants and pre-funded warrants

  199,525,000   26,498,783 

Cash received from warrant exercises

  32,111,536   9,826,359 

Cash received from stock option exercises

  1,367,802   - 

Cash received from shares to be issued

  -   1,465,500 

Cash paid on stock issuance costs

  (14,269,105)  (2,839,400)

Cash received for government loan

  -   527,360 

Net cash provided by financing activities

  218,735,233   35,478,602 
         

Increase in cash and cash equivalents

  214,218,113   28,592,463 
         

Cash and cash equivalents, beginning of period

  61,991,703   510,586 
         

Cash and cash equivalents, end of period

 $276,209,816  $29,103,049 
         

Supplemental cash flow information:

        
         

Interest paid

 $-  $651 

Interest received

 $(111,567) $- 

 

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

 

5

 

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2021 and 2020

(Unaudited) (Stated in United States dollars)


 

 
1. Nature of operations

 

The Company is a veterinary health company creating point-of-care diagnostics products for dogs and cats, that focuses on the needs of the veterinarians themselves.

 

The impact of the novel strain of coronavirus (COVID-19)

 

The outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in the World Health Organization declaring this virus a global pandemic in March 2020. Governments around the world have enacted emergency measures to combat the spread of the virus. These measures include the implementation of travel bans, self-imposed quarantine periods and social distancing. The closure of businesses has caused material disruption to businesses resulting in an economic slowdown. Governments and central banks have responded with significant monetary and fiscal interventions designed to stabilize the financial markets.

 

The COVID-19 pandemic materially and adversely affected the development and commercialization of our TRUFORMA® platform and the initial five assays. In response to the pandemic, our development partner had reduced the number of employees working in its facilities for a period of time which has delayed the completion of the verification of the five initial TRUFORMA® assays and the manufacturing of commercial quantities of the TRUFORMA® platform and the related assays. Veterinary hospitals and clinics that had agreed to participate in the validation of our initial TRUFORMA® assays either shut down for a period of time or limited their operations to those involving only life-threatening conditions, which we have mitigated to a certain extent with our recent ability to successfully complete remote installations. Potential customers have at times restricted access to their facilities which has affected and may continue to affect our ability to perform on-site demonstrations and other marketing activities. The extent to which the COVID-19 pandemic may impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the duration of the outbreak, the spread and severity of COVID-19, and the effectiveness of governmental actions in response to the pandemic.

 

 

2. Basis of preparation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for the presentation of interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited financial statements do not include all the information and footnotes necessary for a comprehensive presentation of the financial position, results of operations and cash flows for the periods presented. In the opinion of management, the unaudited financial statements include all the normal recurring adjustments that are necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. Operating results for the three and six months ended June 30, 2021, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. These unaudited financial statements should be read in combination with the other Notes in this section; “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing in Item 2; and the Consolidated Financial Statements, including the Notes to the Consolidated Financial Statements, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The Consolidated Balance Sheet as of December 31, 2020, was derived from audited financial statements.

 

 

 

6

 

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2021 and 2020

(Unaudited) (Stated in United States dollars)


 

 

3. Significant accounting policies

 

Estimates and assumptions

 

In preparing these financial statements, management was required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on our historical experience, the terms of existing contracts, our evaluation of trends in the industry, information provided by our customers and suppliers and information available from other outside sources, as appropriate. These estimates and assumptions are subject to an inherent degree of uncertainty. We are not presently aware of any events or circumstances that would require us to update such estimates and assumptions or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur, and additional information is obtained. As a result, actual results may differ significantly from our estimates, and any such differences may be material to our financial statements.

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value. The Company utilizes specific identification to track inventory costs.  The Company records reserves, when necessary, to reduce the carrying value of inventory to its net realizable value. Management considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and any subsequent improvements in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

 

Revenue recognition

 

The Company enters into agreements which may contain multiple promises where customers purchase products, services or a combination thereof. Determining whether products and services are considered distinct performance obligations that should be accounted for separately requires judgment. We determine the transaction price for a contract based on the total consideration we expect to receive in exchange for the transferred goods or services.

 

The Company allocates revenue to each performance obligation in proportion to the relative standalone selling prices and recognizes revenue when control of the related goods or services is transferred for each obligation. We utilize the observable standalone selling price when available, which represents the price charged for the performance obligation when sold separately.

 

The Company's contracts with customers are generally comprised of purchase orders for the sale of the point of care diagnostic instrument, consumable products, and warranties, or some variation thereof. The instrument and consumables each represent a single performance obligation when sold separately, that is satisfied at a point in time upon transfer of control of the product to the customer which is typically upon receipt of the goods by the customer. The warranties are also a separate performance obligation, whereby revenue is recognized over time.

 

Sales are recorded net of sales tax. Sales tax is charged on sales to end users and remitted to the appropriate state authority.

 

Accounts receivable are recorded at net realizable value and have payment terms of 30 days.

 

7

 

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2021 and 2020

(Unaudited) (Stated in United States dollars)


 

3. Significant accounting policies (continued)

 

Cost of revenue

 

Cost of goods sold consists of materials, and shipping costs incurred internally to produce and receive the products. Shipping and handling costs incurred by the Company are included in cost of goods sold.

 

Comparative figures

 

Certain prior year amounts have been reclassified to conform to the current year presentation. The change in presentation had no effect on the reported results of operations. Adjustments have been made to the consolidated balance sheets and consolidated statements of loss and comprehensive loss for three and six months ended June 30, 2020. These changes in classification do not affect previously reported cash flows from operating activities in the consolidated statements of cash flows.
 
 

 

 

4. Prepaid expenses, deposits, and deferred financing costs

 

  

June 30,

  

December 31,

 
  

2021

  

2020

 

Deposits (i)

 $1,173,689  $1,469,043 

Prepaid marketing

  13,993   26,330 

Prepaid insurance

  33,995   184,154 

Other (ii)

  81,884   62,211 

Total

 $1,303,561  $1,741,738 

 

(i)

Deposits include payments made to vendors in advance and are primarily associated with inventory, warranties, and research activity. As of June 30, 2021, and December 31, 2020, the Company classified $1,081,083 and $13,924 as a non-current asset, with the remainder classified as a current asset in the consolidated balance sheets.

(ii)

Other is comprised of deferred financing costs, subscription payments, utilities, travel costs, and software licensing. As of June 30, 2021, and December 31, 2020, the Company classified all amounts as a current asset in the consolidated balance sheets.

 

 

8

 

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2021 and 2020

(Unaudited) (Stated in United States dollars)


 

 

5. Property and equipment

 

  

June 30,

  

December 31,

 
  

2021

  

2020

 
         

Computer equipment

 $409,825  $364,165 

Furniture and equipment

  110,244   121,281 

Laboratory equipment

  225,330   234,087 

Leasehold improvements

  272,192   571,460 
   1,017,591   1,290,993 
         

Accumulated depreciation and amortization

  751,745   707,986 

Net property and equipment

 $265,845  $583,007 

 

Depreciation expense for the three months ended June 30, 2021 and 2020 was $55,398 and $77,859, respectively and for the six months ended June 30, 2021 and 2020 was $114,724 and $154,275, respectively.

 
 
 
 
6. Intangible assets

 

  

June 30,

  

December 31,

 
  

2021

  

2020

 
         

Computer software

 $28,097  $22,882 

Trademarks

  16,236   16,236 

Website

  609,121   513,680 
   653,454   552,798 
         

Accumulated amortization

  279,603   190,135 

Net intangibles

 $373,851  $362,663 

 

Amortization expense for the three months ended   June 30, 2021 and 2020 was $45,147 and $44,990, respectively and for the six months ended June 30, 2021 and 2020 was $89,468 and $ 90,025, respectively.

 

9

 

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2021 and 2020

(Unaudited) (Stated in United States dollars)


 

 

7. Leases

 

On February 1, 2020, the Company cancelled its existing lease with Wickfield Phoenix LLC. and entered a new lease. The new lease period was for 60 months, commencing on February 1, 2020, and ending on January 31, 2025, with a monthly rent payment of $32,452 escalating to $36,525 over the lease period. Upon cancellation of the previous existing lease, the Company received a refund of prepaid rent in the amount of $1,002,113.  The carrying value of the right of use asset was $1,061,210 upon cancellation.  The Company recorded a loss on right-of-use asset of $59,097 in the consolidated statements of comprehensive loss.

 

On February 1, 2020, the Company recorded a right-of-use asset and a corresponding lease liability in the amount of $1,553,611 using the Company’s incremental borrowing rate of 12%.

 

On February 1, 2021, the Company downsized its office space and modified its existing lease with Wickfield Phoenix LLC. The new lease period was for 48 months, commencing on February 1, 2021, and ending on January 31, 2025, with a monthly rent payment of $12,039 for the first two months and escalating to $30,911 over the lease period.  The carrying value of the right of use asset was $1,258,263 upon modification.  The Company recorded a gain on right-of-use asset of $731 in the consolidated statements of comprehensive loss.

 

On February 1, 2021, the Company recorded a right-of-use asset and a corresponding lease liability in the amount of $1,281,609 using the Company’s incremental borrowing rate of 3.95%.

 

During the three and six months ended June 30, 2021, the Company recognized $85,269 and $176,154 in rent expense with $17,053 and $37,798 recorded in research and development expenses, respectively and $68,216 and $138,776 recorded in general and administrative expense, respectively in the consolidated statements of comprehensive loss.
 

During the three and six months ended June 30, 2020, the Company recognized $145,823 and $172,291 in rent expense with $21,763 and $38,992 recorded in research and development expenses and $124,060 and $137,630 recorded in general and administrative expense, respectively in the consolidated statements of comprehensive loss.

 

 

 

10

 

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2021 and 2020

(Unaudited) (Stated in United States dollars)


 

7. Leases (continued)

 

  

June 30, 2021

  

December 31, 2020

 

Right-of-use asset

        

Cost

        

Aggregate lease commitments

 $1,387,655  $2,067,505 

Less: impact of present value and lease modification

  (129,392)  (513,894)

Balance

  1,258,263   1,553,611 
         

Reduction in right-of-use asset

        

Straight line amortization

  142,116   379,043 

Interest

  (16,400)  (144,148)

Balance

  125,716   234,895 
         

Net book value

 $1,132,548  $1,318,716 
         

Lease liabilities

        
         

Additions

 $1,281,609  $1,553,611 

Payments

  (108,941)  (356,972)

Interest

  16,400   144,147 

Total lease liabilities

 $1,189,068  $1,340,786 
         

Current portion of lease liabilities

  302,112   252,788 

Long term portion of lease liabilities

  886,956   1,087,998 

Total lease liabilities

 $1,189,068  $1,340,786 

 

Total remaining undiscounted lease liabilities related to the above lease are as follows:

 

2021 - remainder balance

 $169,728  $400,133 

2022

  348,790   412,137 

2023

  359,254   424,501 

2024

  370,031   437,236 

2025

  30,911   36,526 

Total

 $1,278,714  $1,710,533 

 

11

 

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2021 and 2020

(Unaudited) (Stated in United States dollars)


 

 

8. Loan arrangements

 

On October 18, 2017, the Company entered into a loan arrangement with a shareholder of the Company, pursuant to which such shareholder has agreed to provide a loan facility to the Company, whereby the Company may borrow up to $5,000,000, with the proceeds to be used for working capital and general corporate purposes. The term of the loan facility is five ( 5) years, with principal and interest payments being due only at the time of maturity. Under the loan agreement, the Company may borrow in one or more advances, provided however that a minimum amount of $250,000 must be borrowed at any one time and not more than two advances may occur per month. Interest shall accrue at a rate of fourteen percent ( 14%) per annum, payable upon maturity. As of June 30, 2021, no amounts have been borrowed.

 

The Coronavirus Aid, Relief, and Economic Security Act, or (“CARES”) Act, was signed into law on March 27, 2020, and provides over $2.0 trillion in emergency economic relief to individuals and businesses impacted by the COVID- 19 pandemic. The CARES Act authorized the Small Business Administration to temporarily guarantee loans under a new loan program called the Paycheck Protection Program (the “Program”). The Program provides for 100% federally guaranteed loans to small businesses to allow employers to keep workers employed and maintain payroll during the pandemic and economic downturn. Under the Program, qualified companies are eligible for a loan in an amount equal to the lesser of $10 million or 2.5x the business’s average monthly payroll. Collateral or guarantor support is not required for the loan.

 

Under the Program, the borrower is eligible for loan forgiveness up to the amount the borrower spends on certain eligible costs during the 8-week period beginning on the date the proceeds were received on the loan. Eligible costs under the Program include payroll costs, interest on mortgage obligations incurred before the covered period, rent on leasing agreements and utility services. The amount of loan forgiveness is reduced if there is a reduction in the number of employees or a reduction of greater than 25% in wages paid to employees. Under the Program, proceeds that are not forgiven convert to a loan bearing interest at a fixed rate of 1% payable in 18 equal monthly installments commencing after the forgiveness period. The Program was subsequently amended to allow the borrower to use an extended forgiveness period of 24 weeks beginning on the date the proceeds were received on the loan and to extend the repayment period to 54 months commencing after the 24-week forgiveness period. 

 

In April of 2020, the Company received $527,360 under the program.  The receipt was reported as a current liability and accounted for as a loan.  The Company was granted forgiveness on June 13, 2021 and recorded a gain on the extinguishment of debt for $533,414, inclusive of $6,054 in accrued interest.

 

9. Preferred shares

 

The Company is authorized to issue up to 20 shares of its Series 1 Preferred Shares, all without par value, and each having a stated value of $1,000,000. The Series 1 Preferred Shares do not have voting rights except to the extent required by applicable law and are not convertible into the Company’s common shares. Holders of the Series 1 Preferred Shares will not be entitled to dividends but, in lieu thereof, will receive Net Sales Returns (“Net Sales Returns” is defined as annual payments equal to 9 percent of net sales) until such time as the holders have received total Net Sales Returns equal to 9 times the aggregate stated value of the outstanding Series 1 Preferred Shares. The Company will have the right to redeem the outstanding Series 1 Preferred Shares at any time at a redemption price equal to 9 times the aggregate stated value of the Series 1 Preferred Shares outstanding less the aggregate amount of the Net Sales Returns paid (the “Redemption Amount”).

 

Upon any dissolution, liquidation or winding up, whether voluntary or involuntary, holders of Series 1 Preferred Shares will be entitled to a liquidation preference equal to the stated value of the Series 1 Preferred Shares less the Net Sales Returns paid on the Series 1 Preferred Shares.

 

 

12

 

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2021 and 2020

(Unaudited) (Stated in United States dollars)


 

9. Preferred shares (continued)

 
In the event of a fundamental transaction (defined to include an amalgamation, merger or other business combination transaction involving our company in which the shareholders do not have the right to cast more than 50% of the votes that may be cast for the election of directors, or a sale, lease or other disposition of the properties and/or assets of our company as an entirety or substantially as an entirety to a third party), the holders of the Series 1 Preferred Shares will be entitled to receive consideration for their Series 1 Preferred Shares equal to a multiple of the stated value of the Series 1 Preferred Shares ranging from 5.0 to 9.0 depending on the timing of the fundamental transaction, subject to a cap equal to the redemption amount.

 

Issued and outstanding preferred stock:

 

  

Number of

     
  

preferred

  

Preferred

 
  

stock

  

stock amount

 

Balance at December 31, 2019

  12  $11,961,397 

Balance at December 31, 2020

  12   11,961,397 

Stock redemption

  (12)  (11,961,397)

Balance at June 30, 2021

  -  $- 

 

The Company exchanged the issued and outstanding shares of its Series 1 Preferred Shares on March 7, 2021, for 24,719,101 of common shares valued at $44,000,000. The difference between the carrying value of the preferred shares and the fair value of the common shares exchanged was charged to accumulated deficit.

 
 

 

 

10. Common shares

 

The Company is authorized to issue an unlimited number of common shares, without par value.

 

Issued and outstanding common shares:

 

  

Number of

common stock

  

Common stock

amount

 

Balance at December 31, 2019

  108,038,398  $38,566,820 

Stock issued from financing (i,ii,iii)

  175,330,001   14,074,182 

Stock issued from the financing and exercise of prefunded warrants (iv)

  12,162,492   1,080,289 

Stock issued from the exercise of warrants

  65,509,055   13,607,631 

Balance at June 30, 2020

  361,039,946   67,328,922 
         

Balance at December 31, 2020

  642,036,228  $104,783,612 

Stock issued from financing (v)

  105,013,158   185,244,086 

Stock issued from exercises of warrants

  200,951,905   44,082,183 

Stock issued from exercises of options (Note 11)

  5,230,601   2,112,210 

Stock issued from preferred share redemption (Note 9)

  24,719,101   44,000,000 

Balance at June 30, 2021

  977,950,993  $380,222,091 

 

 

13

 

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2021 and 2020

(Unaudited) (Stated in United States dollars)


 

10. Common shares (continued)

 

(i)

On February 14, 2020, the Company completed a registered direct offering (“RDO”) of its common shares and a simultaneous private placement of its warrants (“Series A Warrants”) in a fixed combination of one common share and a Series A Warrant to purchase one common share, resulting in the sale of 20,833,334 common shares and Series A Warrants to purchase 20,833,334 common shares at a combined offering price of $0.12 per share and related Series A Warrant. Each Series A Warrant has an exercise price of $0.20 per share, is exercisable six months after issuance and has a term of 5.5 years. The Company also issued warrants to the placement agents to purchase 1,041,667 common shares at an exercise price of $0.15 per share (“Placement Agent Warrants”), which were exercisable immediately upon issuance and have a term of 5 years. In aggregate, the Company issued 20,833,334 common shares, 20,833,334 Series A Warrants, and an additional 1,041,667 Series A Placement Agent Warrants.

 

 

The Company raised $2,500,000 in gross proceeds as part of the RDO. The Company recorded $1,705,655 as the value of common shares under common shares and $794,345 as the value of Series A Warrants under additional paid-in-capital in the consolidated statements of shareholders’ equity.

 

 

The direct cash costs related to the issuance of the common shares and warrants issued in February 2020 were $348,220. These direct costs were recorded as an offset against the statement of shareholders’ equity with $238,217 being recorded under common shares and $110,003 being recorded under additional paid-in-capital. The Company also recorded the value of the Series A Placement Agent Warrants in the amount of $52,496 as an offset against the statement of shareholders’ equity with $35,816 being recorded under common shares and $16,680 being recorded under additional paid-in-capital.

 

(ii)

On April 9, 2020, the Company completed a confidentially marketed public offering (“CMPO”) of its common shares and warrants (“Series B Warrants”) of 33,333,334 common shares and warrants to purchase up to 16,666,667 common shares. The securities were sold in a fixed combination of one common share and 0.5 of a Series B Warrant at a combined offering price of $0.12 per share and accompanying warrant. Each whole warrant is exercisable immediately for one common share after issuance, at an exercise price of $0.15 per share and has a term of 5 years. The Company also issued warrants to the placement agents to purchase 1,666,667 common shares at an exercise price of $0.15 per share (“Series B Placement Agent Warrants”), which were exercisable immediately upon issuance and have a term of 5 years. In aggregate, the Company issued 33,333,334 common shares,16,666,667 Series B Warrants in addition to 1,666,667 Series B Placement Agent Warrants.

 

 

The Company raised $4,000,000 in gross proceeds in the CMPO. The Company recorded $2,942,248 as the value of common shares under common stock and $1,057,752 as the value of Series B Warrants under additional paid-in-capital in the consolidated statements of shareholders’ equity.

 

 

The direct cash costs related to the issuance of the common shares and warrants issued in April were $582,977. These direct costs were recorded as an offset against the statement of shareholders’ equity with $428,283 being recorded under capital stock and $154,694 being recorded under additional paid-in-capital. The Company also recorded the value of the Series B Placement Agent Warrants in the amount of $161,714 as an offset against the statement of shareholders’ equity with $118,951 being recorded under capital stock and $42,763 being recorded under additional paid-in-capital.

 

 

14

 

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2021 and 2020

(Unaudited) (Stated in United States dollars)


 

10.  Common shares (continued)

 

(iii)

 

On May 29, 2020 the Company completed a public offering of its common shares or common share equivalents (“Series C pre-funded warrants”), and warrants (“Series C Warrants”) in a fixed combination of one common share or Series C pre-funded warrant, and a Series C Warrant to purchase one common share, resulting in the sale of 121,163,333 common shares, 12,170,000 pre-funded warrants, and Series C Warrants to purchase 133,333,333 common shares at a combined offering price of $0.15 per share for the common shares and related Series C Warrant, or a combined offering price of $0.1499 per pre-funded warrant and related Series C warrant. Each Series C pre-funded warrant has an exercise price of $0.0001 per share, is exercisable immediately after issuance, is exercisable only on a cashless exercise basis, and will not expire prior to exercise. Each Series C Warrant has an exercise price of $0.15 per share, is exercisable immediately after issuance and has a term of 2 years.

 

 

The Company raised $19,998,783 in gross proceeds as part of the public offering. The Company recorded $11,336,422 as the value of common shares under common stock, $1,080,289 as the value of the pre-funded warrants and $7,582,072 as the value of Series C Warrants under additional paid-in-capital in the consolidated statements of shareholders’ equity.

 

 

The direct cash costs related to the issuance of the common shares, Series C pre-funded warrants and Series C Warrants issued in May were $1,908,202. These direct costs were recorded as an offset against the statement of shareholders’ equity with $1,088,876 being recorded under capital stock and $819,327 being recorded under additional paid-in-capital.

 

(iv)

All Series C pre-funded warrants were exercised in June 2020. Upon exercise the value of the warrant exercise was based on the one-day VWAP of the Company stock the day before the exercise request date. The cashless exercise option resulted in the issuance of 12,162,492 shares.

 

(v)

On February 8, 2021, the Company completed a sale of 91,315,790 common shares at an offering price of $1.90 per share. The Company also granted the underwriter a 30-day option to purchase up to 13,697,368 additional common shares at the public offering price.

 

 

The Company raised $199,525,000 in gross proceeds as part of the offering. The Company recorded $199,525,000 as the value of common shares under common shares.

 

 

The direct cash costs related to the issuance of the common shares and warrants issued in February 2021 were $14,281,368. These direct costs were recorded as an offset against the statement of shareholders’ equity with the entirety recorded under common shares.

 

(vi)

Cumulative warrant exercises as of the six months ended June 30, 2021 were as follows:

 

Warrant series

 

Warrants

exercised

  

Amount

 
         

Series A

  21,677,084  $4,293,229 

Series B

  17,969,833   2,695,475 

Series C

  133,056,833   19,958,525 

Series D

  187,269,000   29,963,040 

Subtotal

  359,972,750   56,910,269 

Common stock subscribed

  -   (459,600)

Total

  359,972,750  $56,450,669 

 

 

 

15

 

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2021 and 2020

(Unaudited) (Stated in United States dollars)


 

 

11. Stock-based compensation

 

During the three and six months ended June 30, 2021, the Company issued stock options to purchase an aggregate of 7,800,000 and 9,200,000 common shares.  The options vest over a period of four years and have an expiration period of ten years.  During the three and six months ended June 30, 2021, 5,774,351 options were exercised, and the Company received $1,367,802 in cash receipts.  Of the 5,774,351 options exercised, 5,230,601 shares were issued as of June 30, 2021, and 543,750 shares issued on July 1, 2021.

 

During the three and six months ended June 30, 2020, the Company issued stock options to purchase an aggregate of 5,056,000 common shares.  The options vest over a period of four years and have an expiration period of five years.  During the three and six months ended June 30, 2020, no stock options were exercised.

 

The continuity of stock options are as follows:

 

 

  

Number of

Options

  

Weighted Avg

Exercise Price

 

Balance at December 31, 2020

  39,604,515  $0.36 

Stock options granted

  9,200,000  $0.95 

Stock options exercised

  (5,774,351) $0.26 

Stock options forfeited

  (4,509,015) $1.36 

Stock options cancelled

  (200,000) $1.87 

Balance at June 30, 2021

  38,321,149  $0.23 

Vested at June 30, 2021

  10,342,149  $0.27 

 

As of June 30, 2021, details of the issued and outstanding stock options were as follows:

 

 

16

 

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2021 and 2020

(Unaudited) (Stated in United States dollars)


 

11. Stock-based compensation (continued)

 

Grant date

 

Exercise

price

  

Number of

options issued

and outstanding

  

Number of

vested options

outstanding

  

Number of

unvested options

outstanding

  

Weighted Avg

Remaining Life

outstanding

(years)

 

March 14, 2020

  0.19   3,253,557   1,900,807   1,352,750   3.71 

July 9, 2020

  0.18   175,000   43,750   131,250   4.03 

August 25, 2020

  0.13   38,425   8,425   30,000   4.16 

September 29, 2020

  0.11   225,000   225,000   -   4.16 

October 1, 2020

  0.11   266,667   41,667   225,000   4.16 

October 20, 2020

  0.09   40,000   10,000   30,000   4.31 

December 31, 2020

  0.23   25,322,500   7,762,500   17,560,000   9.51 

February 26, 2021

  1.87   600,000   150,000   450,000   9.67 

March 1, 2021

  2.06   200,000   50,000   150,000   9.67 

March 8, 2021

  1.88   200,000   50,000   150,000   9.69 

March 15, 2021

  2.49   200,000   50,000   150,000   9.71 

May 12, 2021

  0.78   4,600,000   -   4,600,000   9.87 

May 14, 2021

  0.78   3,200,000   50,000   3,150,000   9.88 

Balance at June 30, 2021

      38,321,149   10,342,149   27,979,000     

 

The Company calculates volatility of stock-based compensation using the historical price of the Company’s stock. An increase/decrease in the volatility would have resulted in an increase/decrease in the fair value of the options.

 

 

17

 

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2021 and 2020

(Unaudited) (Stated in United States dollars)


 

11.          Stock-based compensation (continued)

 

The fair value of options granted during the three and six months ended June 30, 2021, and 2020 was estimated using the Black-Scholes option pricing model to determine the fair value of options granted using the following assumptions

 

 

             
  

March 14, 2020

  

February 26, 2021

  

March 1, 2021

  

March 8, 2021

 

Volatility

  87%  117%  117%  117%

Risk-free interest rate

  0.49%  0.95%  0.92%  1.07%

Expected life (years)

  5   10   10   10 

Dividend yield

  0%  0%  0%  0%

Common share price

 $0.18  $1.87  $2.06  $1.88 

Strike price

 $0.19  $1.87  $2.06  $1.88 

Forfeiture rate

  0   0   0   0 

 

       
  

March 15, 2021

  

May 12, 2021

 

Volatility

  117%  118%

Risk-free interest rate

  1.06%  1.11%

Expected life (years)

  10   6.21-6.22 

Dividend yield

  0%  0%

Common share price

 $2.49  $0.78 

Strike price

 $2.49  $0.78 

Forfeiture rate

  0   0 

 

The Company recorded $1,782,076 and $3,064,818 of stock-based compensation for the three and six months ended June 30, 2021.   The Company recorded $135,844 and $290,866 of stock-based compensation for the three and six months ended June 30, 2020.

 

For the three and six months ended June 30, 2021, the Company recorded cash receipts of $1,367,802 and reclassified $744,407 of additional paid in capital to common stock due to the exercise of stock options.  For the three and six months ended June 30, 2020, the Company recorded zero cash receipts due to the exercise of options.

 

 

18

 

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2021 and 2020

(Unaudited) (Stated in United States dollars)


 

 

12. Warrants

 

The Company calculates volatility of warrants based on the historical price of the Company’s stock. An increase/decrease in the volatility would have resulted in an increase/decrease in the fair value of the options.

 

In connection with the February 14, 2020 registered direct offering, the Company issued 20,833,334 five and one half-year Series A warrants to purchase one share of common stock at an exercise price of $.20. The Company also issued 1,041,667 warrants to purchase a share of common stock at an exercise price of $0.15 per share to the placement agents.

 

In connection with the April 9, 2020 CMPO, the Company issued 16,666,667 five-year Series B Warrants to purchase one common share at an exercise price of $0.15. The Company also issued 1,666,667 Placement Agent Warrants to purchase one common share at an exercise price of $0.15 per share.

 

In connection with the May 29, 2020 public offering, the Company issued 133,333,333 two-year Series C Warrants to purchase one common share at an exercise price of $0.15. The Company also issued 12,170,000 Series C Pre-Funded Warrants to purchase common shares at an exercise price of $0.0001 on a cashless exercise basis. As of December 31, 2020, all of the Series C Pre-Funded Warrants have been exercised.

 

In connection with the July 7, 2020 public offering, the Company issued 187,500,000 two-year Series D Warrants to purchase one common share at an exercise price of $0.16. The Company also issued 25,000,000 Series D Pre-Funded Warrants to purchase common shares at an exercise price of $0.0001 on a cashless exercise basis. As of December 31, 2020, all of the Series D Pre-Funded Warrants have been exercised.

 

As of June 30, 2021, details of the outstanding warrants were as follows:

 

Original Issue date

 

Exercise

Price

  

Warrants

Outstanding

  

Weighted Average

Remaining Life

 
             

February 14, 2020

  0.20   -   - 

February 14, 2020

  0.15   197,917   3.62 

April 9, 2020

  0.15   363,501   3.78 

May 29, 2020

  0.15   276,500   0.91 

July 7, 2020

  0.16   231,000   1.02 

Balance at June 30, 2021

      1,068,918     

 

 

19

 

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2021 and 2020

(Unaudited) (Stated in United States dollars)


 

 

13. Commitments and contingencies

 

On May 10, 2018, the Company entered into a Development, Commercialization and Exclusive Distribution Agreement. As part of the agreement, the Company is required to make the following future milestone payments:

 

 

1st payment: $3,500,000 in cash payment upon the achievement of future development milestones

 

 

2nd payment: $3,500,000 in equity, determined by dividing the amount due by the volume-weighted average price of the Company’s common stock on the NYSE American exchange over the 10 trading days prior to the achievement of the milestone event.

 

As of June 30, 2021, none of the future development milestones related to the above agreement have been met.  The Company has assessed the probability of meeting the above milestones and has determined that an accrual is not necessary as of June 30, 2021, and December 31, 2020.

 

From time to time, the Company may be exposed to claims and legal actions in the normal course of business. As of June 30, 2021, and continuing as of August 11, 2021, the Company is not aware of any pending or threatened material litigation claims against the Company, other than as described below.

 

On November 1, 2019, Heska Corporation (“Heska”) filed a complaint for damages and injunctive relief (the “Complaint”) in the United States District Court for the Middle District of North Carolina, Case 1:19-cv-01108-LCB-JLW, against Qorvo US, Inc. (“Qorvo US”), Qorvo Biotechnologies, LLC (“Qorvo Biotech” and, together with Qorvo US, “Qorvo”) and the Company (collectively with Qorvo, the “Defendants”) which was amended on November 22, 2019. The amended Complaint alleges, among other things, that the Defendants improperly obtained Heska’s trade secrets and confidential information and/or conspired to use improper means to misappropriate Heska’s trade secrets related to an instrument and related consumable products for performing immunoassay analysis of biomarkers and other substances. The amended Complaint seeks compensatory and exemplary damages, as well as preliminary and permanent injunctive relief to prevent the Defendants from commercializing our TRUFORMA® diagnostic instrument. On January 21, 2020, the Defendants filed a motion seeking dismissal of the Complaint. On February 11, 2020, Heska filed its response to the Defendants’ motion to dismiss to which the Defendants responded on February 25, 2020. Heska subsequently moved to strike a portion of the Defendants’ response. On September 30, 2020, the court denied the Defendants’ motion to dismiss and granted Heska’s motion to strike. On October 14, 2020, the Defendants filed their answer to the amended Complaint. On May 10, 2021, the Defendants filed an updated answer and counterclaims to Heska’s amended complaint alleging unfair and deceptive trade practices claims against Heska.  Discovery is ongoing.  The Company believes that the allegations in the amended Complaint have no merit and will not have a material adverse effect on our business, results of operations or financial condition.

 

Under the terms of the Development and Supply Agreement, dated November 26, 2018, by and between Qorvo Biotech and the Company (as amended, the “Qorvo Agreement”), Qorvo Biotech agreed to indemnify the Company and certain related parties against claims alleging infringement or misappropriation of third-party intellectual property rights, subject to certain limitations and exceptions. Qorvo Biotech has notified the Company that Qorvo Biotech has assumed the defense of the amended Complaint and will indemnify the Company for losses arising from the amended Complaint in accordance with the terms of the Qorvo Agreement. Qorvo Biotech has further advised us that it intends to mount a vigorous defense to the claims in the amended Complaint, and that it believes the allegations contained in the amended Complaint are without merit.
 

 

 

20

 

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2021 and 2020

(Unaudited) (Stated in United States dollars)


 

 

14. Financial instruments

 
(a)          Fair values

 

The Company follows ASC topic 820, “Fair Value Measurements” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC topic 820 apply to other accounting pronouncements that require or permit fair value measurements. ASC topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date; and establishes a three level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refers broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. To increase consistency and comparability in fair value measurements and related disclosures, the fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of the hierarchy are defined as follows:

 

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly for substantially the full term of the financial instrument.

 

Level 3 inputs are unobservable inputs for asset or liabilities.

 

The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

The carrying values of cash, trade and other receivable, accounts payable and accrued liabilities and shareholder loans payable approximates their fair values because of the short-term nature of these instruments.

 

The following are the contractual maturities of the undiscounted cash flows of financial liabilities as at March 31, 2021 and December 31, 2020:

 

                  

June 30, 2021

 
  

Less than

   3 to 6   6 to 9  

9 months

  

Greater than

     
  

3 months

  

months

  

months

  

1 year

  

1 year

  

Total

 

Third parties

                        

Accounts payable and accrued liabilities

 $3,095,203  $-  $-  $-  $-  $3,095,203 

Lease obligations

  73,362   74,089   76,524   78,137   886,956   1,189,068 
  $3,168,565  $74,089  $76,524  $78,137  $886,956  $4,284,271 

 

                  

December 31, 2020

 
  

Less than

   3 to 6   6 to 9  

9 months

  

Greater than

     
  

3 months

  

months

  

months

  

1 year

  

1 year

  

Total

 

Third parties

                        

Accounts payable and accrued liabilities

 $1,248,628  $-  $-  $-  $-  $1,248,628 

Debt obligations

  527,360   -   -   -   -   527,360 

Lease obligations

  59,662   62,463   64,356   66,307   1,087,998   1,340,786 
  $1,835,650  $62,463  $64,356  $66,307  $1,087,998  $3,116,774 

 

 

 

21

 

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three and six months ended June 30, 2021 and 2020

(Unaudited) (Stated in United States dollars)


 

 

15. Segment information

 

The Company's operations comprise a single reportable segment engaged in the research, development targeting health and wellness solutions for the companion animal. As the operations comprise a single reportable segment, amounts disclosed in the financial statements for loss for the period, depreciation and total assets also represent segmented amounts. In addition, all the Company's long-lived assets are in the United States of America (“US”).

 

  

June 30,

  

December 31,

 
  

2021

  

2020

 
Canada $249,894,586  $53,160,701 
US  30,457,698   12,983,333 

Total assets

 $280,352,284  $66,144,034 
         

Total US property and equipment

 $265,845  $583,007 

Total US right-of-use asset

  1,132,548   1,318,716 
  $1,398,393  $1,901,723 

 

 
 
 

16. Loss per share

 

  

For the three months ended June 30

  

For the six months ended June 30

 
  

2021

  

2020

  

2021

  

2020

 
                 

Numerator

                
Net loss for the period $