Quarterly report pursuant to Section 13 or 15(d)

Common Stock

Common Stock
6 Months Ended
Jun. 30, 2012
Common Stock [Abstract]  


[a] Authorized

25,000,000 authorized common shares, par value of $0.001, and 5,000,000 preferred shares, par value of $0.001.


[b] Issued and Outstanding Shares

March 2012 Public Offering

On March 21, 2012, the Company completed a public offering of 4,165,000 shares of its common stock at a purchase price of $12.00 per share. Pursuant to an overallotment option exercised on March 27, 2012 by the underwriters in the offering, an additional offering of 624,750 shares of its common stock were issued at a price of $12.00 per share. The total gross offering amount from the public offering and exercise of the overallotment option was approximately $57.5 million. The total net proceeds to the Company from the public offering and exercise of the overallotment option, after deducting underwriting discounts and commissions and other offering expenses from the sale of the shares were approximately $53.8 million.

During the six month period ended June 30, 2012 the Company issued 33,938 common shares to satisfy stock option exercises, compared to the issuance of 24,660 common shares to satisfy stock option exercises during the six month period ended June 30, 2011.


[c] Stock options

2010 Performance Incentive Plan

As of June 30, 2012 the Company has reserved, pursuant to various plans, 1,373,677 common shares for issuance upon exercise of stock options by employees, directors, officers and consultants of the Company, of which 874,231 are reserved for options currently outstanding, and 499,446 are available for future option grants.

Stock Option Summary

Options vest in accordance with terms as determined by the Board of Directors of the Company, or the Board, which terms are typically four years for employee grants and one to three years for Board option grants. The expiry date for each option is set by the Board, which is typically seven to ten years. The exercise price of the options is determined by the Board, but generally will be at least equal to the fair value of the share at the grant date.


Stock option transactions and the number of stock options outstanding are summarized below:





Balance, December 31, 2011

    766,328       9.82  

Option grants

    147,250       12.96  

Option expirations

    (868     3.89  

Option exercises

    (33,938     3.36  

Option forfeitures

    (4,541     15.26  







Balance, June 30, 2012

    874,231       10.58  

The fair value of each stock award is estimated on the grant date using the Black-Scholes option-pricing model based on the weighted-average assumptions noted in the following table:


    Six months ended
June 30,
    2012     2011  

Risk-free interest rates

    0.97     2.39

Expected dividend yield

    0     0

Expected life

    6 years       6 years  

Expected volatility

    95.82     75.00

The expected life was calculated based on the simplified method as permitted by the SEC’s Staff Accounting Bulletin 110, Share-Based Payment. Previously, the computation of expected volatility was based on the historical volatility of comparable companies from a representative peer group selected based on industry and market capitalization because of the lack of sufficient historical share price data following the reverse takeover of Sonus in 2008. As the Company has concluded that it now has sufficient historical share price data to estimate the volatility of the Company’s stock options, the expected volatility for stock options granted during 2012 was calculated based on the historical market volatility of the Company’s shares. The risk-free interest rate was based on a U.S. Treasury instrument whose term is consistent with the expected life of the stock options. In addition to the assumptions above, as required under ASC 718, management made an estimate of expected forfeitures and is recognizing compensation costs only for those equity awards expected to vest.

The results for the periods set forth below included share-based compensation expense in the following expense categories of the consolidated statements of loss:


    Three Months
June 30,
    Six Months

June  30,

(In thousands)

  2012     2011     2012     2011  
    $     $     $     $  

Research and development

    293       122       428       243  

General and administrative

    416       161       601       311  













Total share-based compensation

    709       283       1,029       554  


As of June 30, 2012 and December 31, 2011 the total unrecognized compensation expense related to stock options granted was $3.3 million and $2.7 million respectively, which is expected to be recognized as expense over a period of approximately four years.

As of June 30, 2012 and December 31, 2011 a total of 2,461,532 and 2,353,629 options and warrants, respectively, have not been included in the calculation of potential common shares as their effect on diluted per share amounts would have been anti-dilutive.


[d] Restricted Stock Awards

The Company grants restricted stock awards that generally vest and are expensed over a four year period. In 2012 the Company also granted restricted stock awards that vest in conjunction with certain performance conditions to certain executive officers and key employees. At each reporting date, the Company is required to evaluate whether achievement of the performance conditions is probable. Compensation expense is recorded over the appropriate service period based upon the Company’s assessment of accomplishing each performance provision. For the three and six months ended June 30, 2012, $0.2 million and $0.2 million, respectively, was recognized related to these awards. No restricted stock awards were granted during 2011.

The following table summarizes the Company’s restricted stock award activity during the six months ended June 30, 2012 and 2011:


    2012     2011  
    Stock     Grant Date     Stock     Grant Date  
    Awards     Fair Value     Awards     Fair Value  
    #     $     #     $  

Outstanding January 1

    —         —         —         —    


    164,948       12.99       —         —    


    —         —         —         —    

Forfeited and expired

    (8,000     13.00       —         —    













Outstanding June 30

    156,948       12.99       —         —    

As of June 30, 2012 the Company had approximately $0.8 million in total unrecognized compensation expense related to the Company’s restricted stock awards that is to be recognized over a weighted-average period of approximately 3.15 years.


[e] Stock Warrants

As of June 30, 2012, there were exercisable warrants outstanding to purchase 1,587,301 shares of common stock at an exercise price of $20 per share, expiring in October 2015. No warrants were exercised during the six months ended June 30, 2012 or six months ended June 30, 2011.

The estimated fair value of warrants issued is reassessed at each balance sheet date using the Black-Scholes option pricing model. The following assumptions were used to value the warrants on the following balance sheet dates:



Six Months Ended

June 30,

    2012     2011  

Risk-free interest rates

    0.46     1.43

Expected dividend yield

    0     0

Expected life

    3.3 years       4.3 years  

Expected volatility

    67.57     76.00