Shareholders' Equity

9 Months Ended

Sep. 30, 2025

Equity [Abstract]

Shareholders' Equity

7. Shareholders’ Equity

(a)Authorized shares

The Company is authorized to issue an unlimited number of Common Shares with no par value and an unlimited number of Preferred Shares with no par value.

(b)Purchases of Equity Shares

Normal Course Issuer Bid

On February 12, 2025, Epsilon’s board of directors (the “Board”) authorized a new share repurchase program of up to 2,200,876 common shares, representing 10% of the current outstanding common shares of Epsilon, for an aggregate purchase price of not more than US $13.0 million. The program commenced on February 12, 2025 and ends on February 11, 2026, unless the maximum amount of common shares is purchased before then or the Board approves earlier termination.

The previous share repurchase program commenced on March 19, 2024.  During the year ended December 31, 2024, we repurchased 125,000 common shares and spent $627,500 at an average price of $5.00 per share (excluding commissions) under the plan. On February 12, 2025, the Board terminated and revoked authority under the program.

During the nine months ended September 30, 2025, no shares were repurchased under the new or previous program.  

(c)Equity Incentive Plan

The Board adopted the 2020 Equity Incentive Plan (the “2020 Plan”) on July 22, 2020 subject to approval by Epsilon’s shareholders at Epsilon’s 2020 Annual General and Special Meeting of shareholders, which occurred on September 1, 2020 (the “Meeting”). Shareholders approved the 2020 Plan at the Meeting.

The 2020 Plan provides for incentive compensation in the form of stock options, stock appreciation rights, restricted stock and stock units, performance shares and units, other stock-based awards and cash-based awards. Under the 2020 Plan, Epsilon is authorized to issue up to 2,000,000 Common Shares.

Restricted Stock

For the nine months ended September 30, 2025, no restricted common shares were awarded to the Company’s board of directors and employees. For the year ended December 31, 2024, 300,052 restricted common shares with a weighted average grant date fair value of $5.97 were awarded to the Company’s management, employees, and board of directors. These shares vest over a three-year period, with an equal number of shares being issued per period on the anniversary of the award resolution. The vesting of the shares is contingent on the individuals’ continued employment or service. The Company determined the fair value of the granted Restricted Stock based on the market price of the common shares of the Company on the date of grant.

The following table summarizes restricted stock activity for the nine months ended September 30, 2025, and the year ended December 31, 2024:

	Nine months ended				Year ended
	September 30, 2025				December 31, 2024
	Number of	Weighted	Weighted		Number of	Weighted	Weighted
	Restricted	Average	Average		Restricted	Average	Average
	Shares	Remaining Life	Grant Date		Shares	Remaining Life	Grant Date
	Outstanding	(years)	Fair Value		Outstanding	(years)	Fair Value
Balance non-vested Restricted Stock at beginning of period	560,970	1.61	$	5.77	491,536	1.74	$	5.59
Granted	—	—		-	300,052	1.92		5.97
Vested	(49,808)	—		5.72	(230,618)	—		5.65
Balance non-vested Restricted Stock at end of period	511,162	0.95	$	5.78	560,970	1.61	$	5.77

Stock compensation expense for the granted Restricted Stock is recognized over the vesting period. Stock compensation expense recognized during the three and nine months ended September 30, 2025 was $376,613 and $1,148,289, respectively (for the three and nine months ended September 30, 2024 was $309,109 and $944,267, respectively).

As of September 30, 2025, the Company had unrecognized stock-based compensation related to these shares of $2,050,180 to be recognized over a weighted average period of 1 year (at December 31, 2024: $3,198,469 over 1.30 years).

(d)Dividends

On February 26, 2025, June 3, 2025, and September 2, 2025, the Board declared a quarterly dividend of $0.0625 per common share (annualized $0.25 per common share) totaling in aggregate an amount of approximately $4.1 million that has been paid during the nine months ended September 30, 2025.