Common Shares

12 Months Ended

Dec. 31, 2024

Common Shares

Common Shares

7. Common Shares

Equity Financing

Vista is party to an at-the-market offering agreement (the “ATM Agreement”) with H. C. Wainwright & Co., LLC (“Wainwright”), under which the Company has the right, but is not obligated, to issue and sell Common Shares through Wainwright (the “ATM Program”). The ATM Agreement was refreshed in November 2024 to allow for aggregate sales proceeds of up to $8,000. No securities can be offered in Canada under the ATM Agreement. As of December 31, 2024, $7,783 remained available under the ATM Program.

During the year ended December 31, 2024 the Company sold 1,722,966 Common Shares for net proceeds of $1,108 under the ATM Program. During the year ended December 31, 2023 the Company sold 1,710,068 Common Shares for net proceeds of $1,013 under the ATM Program. Each sale under the ATM Agreement was made pursuant to an “at the market offering” as defined in Rule 415 under the United States Securities Act of 1933, as amended.

Other Share Issuances

During the years ended December 31, 2024 and 2023, we issued 445,551 and 412,548 Common Shares, respectively, in connection with vesting of restricted share units (“RSUs”). During the years ended December 31, 2024 and 2023, we issued 295,000 and 485,000 Common Shares, respectively, in exchange for deferred share units (“DSUs”) held by directors of the Company whose service on the board of directors ended in those years.

Warrants

Warrant activity is summarized in the following table.

		Weighted		Weighted
		Average		Average
	Warrants	Exercise Price		Remaining Life
	Outstanding	Per Share		(Years)
As of December 31, 2022	7,408,101	$	1.25	1.5
As of December 31, 2023	7,408,101	$	1.25	0.5
Expired	(7,408,101)	$	1.25
As of December 31, 2024	—

All warrants expired on July 12, 2024.

Stock-Based Compensation

The Company’s stock-based compensation plans include: RSUs currently outstanding under the Company’s long-term equity incentive plan (“LTIP”), DSUs issuable pursuant to the Company’s deferred share unit plan (“DSU Plan”) and stock options (“Stock Options”) issuable under the Company’s stock option plan. Stock-based compensation may be issued to our directors, officers, employees and consultants. The maximum number of Common Shares that may be reserved for issuance under the combined stock-based compensation plans is a variable number equal to 10% of the issued and outstanding Common Shares on a non-diluted basis at any one time. Stock-based compensation may be granted from time to time at the discretion of the Board of Directors of the Company (the “Board of Directors”), with vesting provisions as determined by the Board of Directors.

Stock-based compensation expense for the years ended December 31, 2024 and 2023 was:

	Year Ended December 31,
	2024		2023
RSUs	$	391	$	392
DSUs		293		244
	$	684	$	636

As of December 31, 2024, unrecognized compensation expense for RSUs was $288, which is expected to be recognized over a weighted average period of 1.2 years. 

Restricted Share Units

The following table summarizes RSU activity:

		Weighted Average
	Number	Grant-Date Fair
	of RSUs	Value Per RSU
Unvested - December 31, 2022	1,472,008	$	0.60
Granted	1,163,000		0.37
Cancelled/forfeited	(335,786)		0.58
Vested, net of shares withheld	(412,548)		0.60
Unvested - December 31, 2023	1,886,674	$	0.46
Granted	1,736,000		0.25
Cancelled/forfeited	(409,450)		0.50
Vested, net of shares withheld	(445,551)		0.59
Unvested - December 31, 2024	2,767,673	$	0.30

During the years ended December 31, 2024 and 2023, the Company withheld shares equivalent to the value of employee withholding tax obligations which resulted from RSUs vesting in the period. Shares withheld are considered cancelled/forfeited.

Under the LTIP, a portion of the RSU awards vest on a fixed future date providing the recipient continues to be affiliated with Vista on that date. Other RSU awards vest subject to achievement of certain performance and market criteria, including the accomplishment of certain corporate objectives and the Company’s share price performance. Of the unvested RSUs, approximately 31% will vest based on fixed future dates, and approximately 69% will vest on share-price criteria. The minimum vesting period for RSUs is one year.

Deferred Share Units

The DSU Plan provides for granting of DSUs to non-employee directors. DSUs vest immediately; however, the Company will issue one Common Share for each DSU only after the non-employee director ceases to be a director of the Company. During the year ended December 31, 2024, the Board of Directors granted 767,000 DSUs and the Company recognized $293 of DSU expense. During the year ended December 31, 2023, the Board of Directors granted 420,000 DSUs and the Company recognized $244 of DSU expense.

The following table summarizes DSU activity:

			Weighted Average
	Number of		Grant-Date Fair
	DSUs		Value per DSU
Outstanding - December 31, 2022	1,254,000	$	0.72
Granted	420,000		0.58
Shares issued to participants	(485,000)		0.69
Outstanding - December 31, 2023	1,189,000	$	0.68
Granted	767,000		0.38
Shares issued to participants	(295,000)		0.68
Outstanding - December 31, 2024	1,661,000	$	0.54

Stock Options

The following table summarizes option activity:

				Weighted Average
		Weighted Average		Remaining	Aggregate
	Number of	Exercise Price		Contractual Term	Intrinsic
	Options	Per Option		(Years)	Value
Outstanding - December 31, 2022	1,367,000	$	0.71	0.64	$	—
Expired	(967,000)		0.71
Outstanding - December 31, 2023	400,000	$	0.70	0.47	$	—
Expired	(350,000)		0.73
Outstanding - December 31, 2024	50,000	$	0.51	0.25	$	2
Exercisable - December 31, 2024	50,000	$	0.51	0.25	$	2

Weighted Average Common Shares

	At December 31,
	2024	2023
Basic Common Shares	122,198,006	120,471,317
Effect of dilutive stock-based awards	3,413,294	—
Diluted Common Shares	125,611,300	120,471,317

Unvested RSUs representing 108,668 Common Shares, Stock Options to purchase 350,000 Common Shares, and warrants to purchase 7,408,101 Common Shares were outstanding during part of the year ended December 31, 2024 but were not included in the computation of diluted weighted average Common Shares outstanding because their effect would have been anti-dilutive.

As the Company was in a net loss position for the year ended December 31, 2023, all potentially dilutive Common Shares were considered antidilutive.