DiaMedica has authorized share capital of an unlimited number of common voting shares and the shares do have a stated par value.

 

Common shareholders are entitled to receive dividends as declared by the Company, if any, and are entitled to vote per share at the Company's annual general meeting and any extraordinary general meeting.

 

 

The Company adopted a shareholder rights plan agreement (Rights Plan). The Rights Plan is designed to provide adequate time for the Board of Directors and the shareholders to assess an unsolicited takeover bid for the Company, to provide the Board of Directors with sufficient time to explore and develop alternatives for maximizing shareholder value if a takeover bid is made, and to provide shareholders with an equal opportunity to participate in a takeover bid and receive full and fair value for their common shares. The Rights Plan was renewed at the Company’s annual meeting of shareholders in and is set to expire at the close of the Company’s annual meeting of shareholders in

 

The rights issued under the Rights Plan will initially attach to and trade with the common shares and separate certificates will be issued unless an event triggering these rights occurs. The rights will become exercisable only when a person, including any related person or entity, acquires or attempts to acquire or more of the outstanding common shares without complying with the “Permitted Bid” provisions of the Rights Plan or without approval of the Board of Directors. Should such an acquisition occur or be announced, each right would, upon exercise, entitle a rights holder, other than the acquiring person and related persons, to purchase common shares at a discount to the market price at the time.

 

Under the Plan, a Permitted Bid is a bid made to all holders of the common shares and which is open for acceptance for less than days. If at the end of days at least of the outstanding common shares, other than those owned by the offeror and certain related parties have been tendered, the offeror take up and pay for the common shares but must extend the bid for a further days to allow other shareholders to tender.

 

The issuance of common shares upon the exercise of the rights is subject to receipt of certain regulatory approvals.

 

 

During the year ended common shares were issued upon the exercise of options for gross proceeds of and warrants were exercised.

 

 

 

On the Company issued and sold an aggregate of common shares in an initial public offering at a price to the public of per share. As a result of the offering, the Company received gross proceeds of million, which resulted in net proceeds to the Company of approximately  million, after deducting the underwriting discount and offering expenses. of the expenses associated with the initial public offering were paid to directors, officers, persons owning percent or more of any class of equity securities, or to their associates, or to our affiliates. On as additional underwriting compensation and in exchange for cash consideration of the Company granted the underwriter a warrant to purchase common shares (equal to of the common shares sold in the initial public offering) at an exercise price of per share (equal to of the initial public offering price per common share in the initial public offering), subject to customary anti-dilution provisions. The warrant is exercisable for a term of years. The warrant includes a cashless exercise provision entitling the underwriter to surrender a portion of the underlying common shares that has a value equal to the aggregate exercise price in lieu of paying cash upon exercise.

 

 

On the Company completed, in tranches, a brokered and non-brokered private placement of units at a price of per unit for aggregate gross proceeds of approximately  million. Each unit consisted of common share and half of common share purchase warrant. The Company issued warrants. Each warrant entitles the holder to purchase common share at a price of at any time prior to expiry on and for Tranche and Tranche respectively. The warrants are subject to early expiry under certain conditions. The warrant expiry date can be accelerated at the option of the Company, in the event that the volume-weighted average trading price of the Company’s common shares exceeds per common share for any consecutive trading days. In connection with this offering, the Company paid aggregate finder’s fees of approximately and issued an aggregate of compensation warrants. Each compensation warrant entitles the holder to purchase common share at for a period of years from the closing of this offering, subject to acceleration on the same terms as the common share purchase warrants.

 

During the year ended common shares were issued on the exercise of warrants for gross proceeds of and common shares were issued on the exercise of options for gross proceeds of

 

 

Common shares reserved for future issuance are as follows:

 

		December 31, 2019
Stock options outstanding			1,220,359
Deferred share units outstanding			21,183
Shares available for grant under the 2019 Omnibus Incentive Plan			1,384,822
Common shares issuable under common share purchase warrants			971,953
Total			3,598,317