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Subsequent Events
3 Months Ended
Jan. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events
18.
Subsequent Events

 

The Company has evaluated subsequent events through the date these financial statements were issued. Except as noted below, the Company concluded that no additional subsequent events have occurred that require disclosure.

Private Placement Financing

On February 13, 2024, the Company entered into subscription agreements (collectively, the "2024 Subscription Agreements”) with the investors named therein, for the private placement (the "Private Placement Financing” or the "2024 PIPE Financing") of 20,000,000 common shares of the Company (the "Subscribed Shares”), at a price of $10.00 per share. The aggregate gross proceeds from the Private Placement Financing was $200 million, before deducting offering expenses of approximately $12.5 million. The Private Placement Financing closed on February 20, 2024. Pursuant to the 2024 Subscription Agreements, the Company agreed to file a new or amended

registration statement with the Securities and Exchange Commission (the "SEC”) within 20 business days after the closing of the Private Placement Financing, subject to certain exceptions for purposes of registering the resale of the Subscribed Shares, and to keep such registration statement effective until the date as specified within the Subscription Agreements.

 

Related Party Transaction

 

As described above, on February 20, 2024, we completed the 2024 PIPE Financing, which provided for the private placement of 20,000,000 Common Shares, at a price of $10.00 per share, pursuant to the 2024 Subscription Agreements entered into with each of the 2024 PIPE Investors on February 13, 2024. Our director, Mr. Gerry Brunk, is a managing director of Lumira Ventures ("Lumira"), and certain entities affiliated with Lumira were party to the 2024 Subscription Agreements and accordingly became 2024 PIPE Investors, purchasing an aggregate of 800,000 Common Shares for a total price of $8 million in the Company's 2024 PIPE Financing.

CEO Transition Agreement

On February 13, 2024, the Company entered into a Transition and Modified Employment Agreement (the "Transition Agreement") with the Company's Chief Executive Officer, Jason Hanson, which amends and modifies the CEO's Employment Agreement dated November 8, 2023 (the “Amended Employment Agreement”). As part of the Transition Agreement, Mr. Hanson was entitled to receive his full 2023 cash bonus on or before March 15, 2024. Under the terms of the Amended Employment Agreement, upon Mr. Hanson’s voluntary resignation or death or disability and subject to execution and non-revocation of a customary release, Mr. Hanson will be entitled to:

(i)
twelve months of continued health insurance benefits,
(ii)
payment of a prorated portion of his 2024 target annual bonus,
(iii)
acceleration and vesting of any then unvested time-based equity awards that would have vested in the twelve-month period following such termination; and
(iv)
extension of the period to exercise his vested equity awards to three years following the later of date of termination of his employment or the date of termination of the Consulting Period (as defined below), but in no event shall the post-termination exercise period of Mr. Hanson’s vested equity awards extend beyond the respective applicable term thereof.

 

Pursuant to the Amended Employment Agreement, (a) upon the termination of Mr. Hanson’s employment by the Company without Cause (as defined in the Amended Employment Agreement) or by Mr. Hanson for Good Reason (as defined in the Amended Employment Agreement), in addition to the above severance benefits, Mr. Hanson will also be entitled to 12 months’ base salary continuation or, if such even occurs during a change of control period (as described in the Amended Employment Agreement), 18 months’ base salary continuation.

 

The Transition Agreement further provides that, in the event Mr. Hanson resigns upon the appointment by the Company of a new chief executive officer, Mr. Hanson will be immediately engaged in a consulting role to provide transition services as a Senior Strategic Advisor to the Company for a period of at least six months following the effective date of his resignation (the “Consulting Period”) in exchange for a monthly fee of $25,000 for the initial six-month Consulting Period, and $500 per hour thereafter, provided that Mr. Hanson need not devote more than fifteen (15) hours per week to providing such transition services.

 

As a result of Transition Agreement, the 1,216,266 stock option awards issued to the CEO were modified to allow for an extended exercise period described above. The modification is expected to result in an incremental share-based compensation expense of approximately $1 million to be recorded upon the effective date of the Transition Agreement.

 

Cashless Warrant Exercises

To the date of issuance of these financial statements, 1,379,391 of the Company’s public common shares warrants were exercised by investors on a cashless basis, resulting in the issuance of 383,355 common shares.