Common Shares

9 Months Ended

Sep. 30, 2025

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 in the capital of the Company (each a “Common Share”) through Wainwright (the “ATM Program”). The ATM Agreement was refreshed in November 2024 to allow for aggregate sales proceeds of up to $8,000.

During the three and nine months ended September 30, 2025, the Company realized net proceeds of $1,391 and $2,212, respectively, under the ATM Program. During the three and nine months ended September 30, 2024, the Company realized net proceeds of $395 and $639, respectively, under the ATM Program. As of September 30, 2025, $5,512 remained available under the ATM Program.

Stock-Based Compensation

The Company’s active stock-based compensation plans include restricted share units (“RSUs”) issuable pursuant to the Company’s long-term equity incentive plan and deferred share units (“DSUs”) issuable pursuant to the Company’s deferred share unit plan (“DSU Plan”). The Company's stock option plan remains in place; however, no new issuances can be made at this time. 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 particular time. Stock-based compensation may be granted from time to time at the discretion of the Board of Directors of the Company (the “Board”), with vesting provisions as determined by the Board.

Stock-based compensation expense was: 

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
RSUs	$	115	$	105	$	342	$	282
DSUs		—		—		251		293
	$	115	$	105	$	593	$	575

As of September 30, 2025, the unrecognized compensation expense for RSUs was $424, which is expected to be recognized over a weighted average period of 1.3 years.

Restricted Share Units

The following table summarizes RSU activity:

		Weighted Average
	Number	Grant-Date Fair
	of RSUs	Value Per RSU
Unvested - December 31, 2023	1,886,674	$	0.46
Granted	1,736,000		0.25
Forfeited	(225,836)		0.43
Vested	(629,165)		0.59
Unvested - December 31, 2024	2,767,673	$	0.30
Granted	1,010,000		0.47
Forfeited	(184,750)		0.30
Vested	(959,921)		0.39
Unvested - September 30, 2025	2,633,002	$	0.33

During the nine months ended September 30, 2025 and 2024, the Company withheld Common Shares with an equivalent value to meet employee withholding tax obligations of $268 and $85, respectively, which resulted from the vesting of RSUs during these periods.

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 when the non-employee director ceases to be a director of the Company. During the nine months ended September 30, 2025, the Board granted 364,000 DSUs and the Company recognized $251 in DSU expense. During the nine months ended September 30, 2024, the Board granted 767,000 DSUs and the Company recognized $293 in DSU expense.

The following table summarizes DSU activity:

			Weighted Average
	Number of		Grant-Date Fair
	DSUs		Value per DSU
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
Granted	364,000		0.69
Outstanding - September 30, 2025	2,025,000	$	0.57

Stock Options

The following table summarizes option activity for vested awards:

				Weighted Average
		Weighted Average		Remaining	Aggregate
	Number of	Exercise Price		Contractual Term	Intrinsic
	Options	Per Option		(Years)	Value
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
Expired	(50,000)		0.51
Outstanding - September 30, 2025	—

Weighted Average Common Shares

	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Basic Common Shares	125,363,337	122,341,829	124,728,028	121,829,163
Effect of dilutive stock-based awards	—	—	—	3,245,228
Diluted Common Shares	125,363,337	122,341,829	124,728,028	125,074,391

All potentially dilutive Common Shares were considered antidilutive because the Company was in a net loss position for the three and nine months ended September 30, 2025 and the three months ended September 30, 2024.

Unvested RSUs representing 100,668 Common Shares, stock options to purchase 400,000 Common Shares, and warrants to purchase 7,408,101 Common Shares were excluded from the computation of diluted earnings per share for the nine months ended September 30, 2024 because their effect would have been antidilutive.