Expressed in Canadian Dollars
Corporate Office Suite 402
2476 Argentia Road Mississauga, Ontario, L5N 6M1 Canada
Telephone 905.206.0013
Facsimile 905.206.1413 Email: info@biosyent.com Web: https://www.biosyent.com
Management's Responsibility For Financial Reporting
To the Shareholders of BioSyent Inc.: Management has prepared the interim unaudited condensed consolidated financial statements for BioSyent Inc. (the
"Company") in accordance with National Instrument 51- 102 -
Continuous Disclosure Obligations released by the Canadian Securities Administration.The Company discloses that its auditors have not reviewed these interim unaudited condensed consolidated financial statements for the three months ended March 31, 2025 and 2024.
Robert March
Vice-President and Chief Financial Officer, BioSyent Inc. May 15, 2025
BioSyent Inc.
Interim Unaudited Condensed Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
AS AT | March 31, 2025 | December 31, 2024 |
ASSETS | ||
Cash and cash equivalents (Note 6) | $ 10,953,615 | $ 12,113,376 |
Short term investments (Note 7) | 6,447,942 | 3,827,595 |
Trade and other receivables (Note 8) | 5,426,657 | 2,906,829 |
Inventory (Note 9) | 5,277,242 | 5,328,086 |
Prepaid expenses and deposits | 484,654 | 201,971 |
Derivative asset (Note 10) | - | 5,790 |
Loans receivable - current (Note 12) | 52,004 | 87,433 |
CURRENT ASSETS | 28,642,114 | 24,471,080 |
Long term investments (Note 11) | 7,497,025 | 10,103,571 |
Loans receivable - non current (Note 12) | 123,170 | 141,140 |
Deferred tax asset | 380,206 | 401,166 |
Property and equipment (Note 13) | 1,153,985 | 1,200,992 |
Intangible assets (Note 14) | 4,965,682 | 5,041,501 |
NON CURRENT ASSETS | 14,120,068 | 16,888,370 |
TOTAL ASSETS | $ 42,762,182 | $ 41,359,450 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Accounts payable and accrued liabilities | $ 4,756,311 | $ 3,998,938 |
Income tax payable | 756,560 | 396,343 |
Contract liability (Note 15) | 123,316 | 155,166 |
Derivative liability (Note 10) | 8,660 | - |
Lease liability - current (Note 16) | 201,806 | 196,627 |
Customer advances | - | 658,032 |
CURRENT LIABILITIES | 5,846,653 | 5,405,106 |
Deferred tax liability | 115,321 | 110,055 |
Lease liability - non current (Note 16) | 788,412 | 841,104 |
NON CURRENT LIABILITIES | 903,733 | 951,159 |
Share capital (Note 17) | 5,139,237 | 5,306,450 |
Contributed surplus | 1,774,998 | 2,139,278 |
Cumulative translation adjustment | (172,225) | (171,554) |
Retained earnings | 29,269,786 | 27,729,011 |
TOTAL EQUITY | 36,011,796 | 35,003,185 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 42,762,182 | $ 41,359,450 |
Contingencies (Note 20)
Commitments (Note 21)
Related party transactions (Note 22)
Subsequent event (Note 28)
APPROVED ON BEHALF OF THE BOARD
René Goehrum Joseph Arcuri
DIRECTOR DIRECTOR
May 15, 2025 May 15, 2025
The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.
BioSyent Inc.
Interim Unaudited Condensed Consolidated Statements of Comprehensive Income
(Expressed in Canadian Dollars)
For the three months ended March 31, | ||
2025 | 2024 | |
Net revenues from contracts with customers (Note 27) | $ 10,978,960 | $ 7,733,636 |
Cost of goods sold (Notes 9, 18) | 2,641,768 | 1,589,762 |
Gross profit | 8,337,192 | 6,143,874 |
Selling, general and administration expenses (Note 18) | 5,291,939 | 3,990,559 |
Business development costs (Note 18) | 54,789 | 64,110 |
Operating profit | 2,990,464 | 2,089,205 |
Finance costs (Notes 16, 18) | 13,103 | 15,593 |
Finance income (Note 18) | (179,010) | (332,819) |
NET INCOME BEFORE TAXES | 3,156,371 | 2,406,431 |
Current income tax | 810,212 | 621,841 |
Deferred tax recovery | 26,226 | 15,863 |
NET INCOME AFTER TAXES | 2,319,933 | 1,768,727 |
OTHER COMPREHENSIVE INCOME | ||
Currency translation gains (losses) | (671) | 178 |
TOTAL COMPREHENSIVE INCOME | $ 2,319,262 | $ 1,768,905 |
Basic weighted average number of shares outstanding (Note 19) | 11,269,162 | 11,665,427 |
Basic earnings per share (Note 19) | $ 0.206 | $ 0.152 |
Diluted weighted average number of shares outstanding (Note 19) | 11,515,873 | 11,871,285 |
Diluted earnings per share (Note 19) | $ 0.201 | $ 0.149 |
The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.
BioSyent Inc.
Interim Unaudited Condensed Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)
For the three months ended March 31, | ||
2025 | 2024 | |
OPERATING ACTIVITIES | ||
Net income after taxes | $ 2,319,933 | $ 1,768,727 |
Items not affecting cash: | ||
Depreciation - property and equipment (Notes 13, 18) | 66,907 | 69,162 |
Amortization - intangible assets (Notes 14, 18) | 144,276 | 45,826 |
Share-based payments (Note 17) | 149,736 | 123,518 |
Change in derivative asset / liability (Note 10) | 14,450 | (38,835) |
Net finance income (Note 18) | (165,907) | (317,226) |
MSLP loan interest accrued (Note 12) | (2,026) | (4,033) |
Deferred tax expense | 26,226 | 15,863 |
Net change in non-cash working capital items: | ||
Trade and other receivables | (3,467,863) | 695,033 |
Inventory | 50,844 | 175,613 |
Prepaid expenses and deposits | (282,683) | (325,684) |
Accounts payable and accrued liabilities | 757,373 | (1,495,040) |
Contract liability | (31,849) | (30,955) |
Customer advances | (658,032) | 67,750 |
Income tax payable | 360,217 | 205,880 |
Cash provided by (used in) operating activities | (718,398) | 955,599 |
INVESTING ACTIVITIES | ||
Additions to property and equipment (Note 13) | (19,900) | (3,100) |
Net additions to intangible assets (Note 14) | (68,457) | (7,562) |
Decrease (increase) in short term investments (Note 7) | (2,620,347) | 1,578,000 |
Decrease (increase) in long term investments (Note 11) | 2,606,546 | (1,606,547) |
Interest received | 1,127,044 | 323,088 |
MSLP loan repayments received (Note 12) | 55,425 | - |
Cash provided by investing activities | 1,080,311 | 283,879 |
FINANCING ACTIVITIES | ||
Payments - lease liability principal (Note 16) | (47,513) | (45,024) |
Payments - lease liability interest (Note 16) | (13,103) | (15,593) |
Repurchase of common shares - NCIB (Note 17) | (215,000) | (1,305,970) |
Purchase of RSU Plan Shares - held in Trust (Note 17) | (453,780) | - |
Payments for employee withholding taxes - RSU settlements (Note 17) | (286,834) | (270,194) |
Net dividends paid (Note 17) | (563,311) | (524,090) |
Proceeds from stock options exercised (Note 17) | 58,538 | - |
Cash used in financing activities | (1,521,003) | (2,160,871) |
Effect of foreign currency translation adjustment | (671) | 178 |
DECREASE IN CASH AND CASH EQUIVALENTS | (1,159,761) | (921,215) |
Cash and cash equivalents, beginning of period | 12,113,376 | 7,984,534 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | $ 10,953,615 | $ 7,063,319 |
SUPPLEMENTARY DISCLOSURE: | ||
NET CHANGE IN CASH AND INVESTMENTS | ||
Cash, short term and long term investments, beginning of period | $ 26,044,542 | $ 28,687,011 |
Increase (decrease) in short term investments | 2,620,347 | (1,578,000) |
Increase (decrease) in long term investments | (2,606,546) | 1,606,547 |
Decrease in cash and cash equivalents | (1,159,761) | (921,215) |
CASH AND INVESTMENTS - END OF PERIOD | $ 24,898,582 | $ 27,794,343 |
CASH PAID FOR TAXES | $ (449,996) | $ (415,961) |
The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.
BioSyent Inc.
Interim Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity
(Expressed in Canadian Dollars)
Share Capital | Contributed Surplus | Cumulative Currency Translation Adjustment | Retained Earnings | Total Shareholders' Equity | |
Balance as of January 1, 2025 | $ 5,306,450 | $ 2,139,278 | $ (171,554) | $ 27,729,011 | $ 35,003,185 |
Comprehensive Income for the period | - | - | (671) | 2,319,933 | 2,319,262 |
Common shares repurchased under Normal Course Issuer Bid (Note 17) | (9,263) | - | - | (205,737) | (215,000) |
Common shares repurchased and held in RSU Plan Trust (Note 17) | (453,780) | - | - | - | (453,780) |
Effect of Share-based payments: RSU expense (Note 17) | - | 149,736 | - | - | 149,736 |
Effect of Share-based payments: Net Release of shares from RSU Plan Trust upon RSU vesting (Note 17) | 180,765 | (467,599) | - | - | (286,834) |
Effect of Share-based payments: Options exercised (Note 17) | 115,065 | (56,527) | - | - | 58,538 |
Dividends paid (Note 17) | - | 10,110 | - | (573,421) | (563,311) |
Balance as of March 31, 2025 | $ 5,139,237 | $ 1,774,998 | $ (172,225) | $ 29,269,786 | $ 36,011,796 |
Share Capital | Contributed Surplus | Cumulative Currency Translation Adjustment | Retained Earnings | Total Shareholders' Equity | |
Balance as of January 1, 2024 | $ 5,122,350 | $ 2,286,934 | $ (177,455) | $ 27,527,927 | $ 34,759,756 |
Comprehensive Income for the period | - | - | 178 | 1,768,727 | 1,768,905 |
Common shares repurchased under Normal Course Issuer Bid (Note 17) | (68,090) | - | - | (1,237,880) | (1,305,970) |
Effect of Share-based payments: RSU Expense (Note 17) | - | 123,518 | - | - | 123,518 |
Effect of Share-based payments: Net Release of shares from RSU Plan Trust upon RSU vesting (Note 17) | 164,669 | (434,863) | - | - | (270,194) |
Dividends paid (Note 17) | - | 9,169 | - | (533,259) | (524,090) |
Balance as of March 31, 2024 | $ 5,218,929 | $ 1,984,758 | $ (177,277) | $ 27,525,515 | $ 34,551,925 |
The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.
BioSyent Inc.
Notes to Interim Unaudited Condensed Consolidated Financial Statements For the three months ended March 31, 2025 and 2024
(Expressed in Canadian Dollars)
-
General Information
BioSyent Inc. ("BioSyent" or the "Company"), is a publicly traded specialty pharmaceutical company which, through its wholly-owned subsidiaries, BioSyent Pharma Inc. ("BioSyent Pharma") and BioSyent Pharma International Inc., acquires or licences and further develops pharmaceutical and other healthcare products for sale in Canada and certain international markets. Hedley Technologies Ltd., a wholly-owned subsidiary of BioSyent, operates the Company's legacy business marketing biologically and health friendly non-chemical insecticides. BioSyent's common shares (the "Common Shares") are listed for trading on the TSX Venture Exchange under the symbol "RX".
The accompanying interim unaudited condensed consolidated financial statements (the "Financial Statements") of BioSyent include the accounts of BioSyent Inc. and its five wholly-owned subsidiaries: BioSyent Pharma Inc., BioSyent Pharma International Inc., BioSyent Pharma Europe B.V., Hedley Technologies Ltd., and Hedley Technologies (USA) Inc. ("Hedley USA").
The Company changed its name from "Hedley Technologies Inc." to "BioSyent Inc." on June 13, 2006 to reflect the Company's forward focus on the pharmaceutical market. BioSyent Pharma was incorporated on April 6, 2006 under the Canada Business Corporations Act and commenced operations in 2006. Hedley Technologies Ltd. was incorporated on January 30, 1996 in
the province of British Columbia, Canada. Hedley USA was incorporated on May 13, 1994 in the state of Washington, USA. BioSyent Pharma International Inc. was incorporated on April 18, 2016 in Barbados. BioSyent Pharma Europe B.V. was incorporated in the Netherlands on February 24, 2025.
BioSyent's principal place of business is located at 2476 Argentia Road, Suite 402, Mississauga, Ontario, Canada L5N 6M1.
These Financial Statements were approved by the Board of Directors on May 15, 2025.
-
Basis of Presentation
The principal accounting policies adopted in the preparation of these Financial Statements on a historical cost basis, with the exception of those financial assets and liabilities at fair value
through profit or loss ("FVTPL"), are set out below.The policies have been consistently applied to all the periods presented.
Statement of Compliance
These Financial Statements are in compliance with International Accounting Standard 34,"Interim Financing Reporting" ("IAS 34"). Accordingly, certain information and disclosures normally included in annual financial statements prepared in accordance with IFRS® Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") have been omitted or condensed.
Since these Financial Statements do not include all disclosures required by IFRS for annual financial statements, they should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2024.
Basis of Consolidation
All inter-company transactions have been eliminated in these Financial Statements.
Functional and Presentation Currency
The presentation currency of these Financial Statements is the Canadian dollar ("CAD").The functional currency of the
Company and two of its subsidiaries, BioSyent Pharma and Hedley Technologies Ltd., is the Canadian dollar.The functional currency of Hedley USA and BioSyent Pharma International Inc. is the
U.S. dollar ("USD").The functional currency of BioSyent Pharma Europe B.V. is the European Euro ("EUR").
All financial information has been rounded to the nearest dollar except where otherwise indicated.
-
Summary of Material Accounting Policies
The accounting policies adopted in the preparation of these Financial Statements are consistent with those followed in the preparation of the Company's consolidated financial statements for the year ended December 31, 2024.
-
Accounting Pronouncements Issued but not yet Effective
IFRS 18, Presentation and Disclosure in Financial Statements In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements. IFRS 18 replaces IAS 1 Presentation of Financial
Statements and introduces new presentation requirements within the
statement of income or loss, including specified totals and subtotals, disclosure of management-defined performance measures, and
aggregation and disaggregation of financial information based on identified roles of the primary financial statements and the notes. This new standard is effective for reporting periods beginning on or after January 1, 2027 and is to be applied retrospectively. Earlier application is permitted.The Company is currently assessing the potential impact of adopting this standard.
-
Use of Estimates and Accounting Judgments by Management
There have been no material revisions to the nature and amount of changes in estimates of amounts reported in the Company's
consolidated financial statements for the period ended March 31, 2025.
-
Cash and Cash Equivalents
Cash and cash equivalents consist of the following:
March 31, 2025
December 31, 2024
Cash on deposit in banks
$8,445,478
$9,621,950
Redeemable GICs
2,508,137
2,491,426
Total cash and cash equivalents
$10,953,615
$12,113,376
-
Short term Investments
Short term investments consist of the following:
March 31, 2025
December 31, 2024
Non-redeemable GICs
$5,729,142
$3,122,595
Dual currency deposits (Note 10)
718,800
705,000
Total short term investments
$6,447,942
$3,827,595
-
Trade and Other Receivables
Trade and other receivables is comprised of the following:
March 31, 2025
December 31, 2024
Trade accounts receivable (Note 10)
$4,482,091
$2,394,929
Accrued interest receivable on GICs
589,666
477,709
Other receivables
354,900
34,191
Total trade and other receivables
$5,426,657
$2,906,829
-
Inventory
Inventory is comprised of the following:
March 31, 2025
December 31, 2024
Raw and Packaging Materials
$1,232,802
$981,253
Finished Goods
4,044,440
4,346,833
Total inventory
$5,277,242
$5,328,086
Cost of Goods Sold consists of the following:
Three months ended March 31,
2025
2024
Raw and Packaging Materials and Finished Goods
$2,562,358
$1,542,533
Freight
79,410
47,229
Total cost of goods sold
$2,641,768
$1,589,762
-
Financial Instruments and Financial Risk Management
Fair Value Measurement
Fair Value Estimation of Financial Instruments
The carrying value of the Company's cash and cash equivalents, short term and long term investments, trade and other receivables, loans receivable, and accounts payable and accrued liabilities approximate their fair values.The difference between the carrying value and the fair value of the loans receivable due to interest being charged at the prescribed rate (see Note 12) is insignificant for the year.
Risks
The Company is exposed to a variety of financial risks by virtue of its activities: market risk (including foreign exchange risk, interest rate risk, and credit risk) and liquidity risk.The overall risk management program focuses on the unpredictability of financial
markets and seeks to minimize potential adverse effects on financial performance. Risk management is carried out under the policies described below. Management is charged with the responsibility of establishing controls and procedures to ensure that financial risks are mitigated with the approved policies.
Foreign Exchange Options and Forwards:
The Company periodically enters into foreign exchange options with financial institutions with investment grade credit ratings to manage its foreign exchange risk on contracts denominated in U.S. dollars. Such options are classified as derivative financial instruments and measured at fair value through profit and loss. As at March 31, 2025, the Company had entered into options to purchase up to a
total of USD 3,800,000 to USD 5,200,000 (December 31, 2024
- USD 2,300,000 to USD 4,100,000) at exchange rates expressed in CAD per USD ranging from 1.3700 to 1.4110 (December 31, 2024 - 1.3298 to 1.3850) which will be settled on various dates between April 2025 and April 2026 (December 31, 2024 - January 2025 and December 2025).The Company's right to buy USD
2,600,000 (December 31, 2024 - USD 2,300,000) on the respective settlement dates is subject to the spot exchange rates on the settlement dates being within a range of 1.3700 to 1.4700 CAD per USD (December 31, 2024 - above 1.3298 CAD per USD).The
Company's obligation to buy USD 5,200,000 (December 31, 2024 -USD 4,100,000) on the respective settlement dates is subject to the spot exchange rates on the settlement dates being below a range of 1.3700 to 1.3890 CAD per USD (December 31, 2024 - within a range of 1.3190 to 1.3650 CAD per USD).
At March 31, 2025, the Company had also entered into forward contracts with a right to buy USD 575,000 at rates ranging from 1.3700 to 1.4227 (December 31, 2024 - USD 150,000 at a rate of 1.4227 CAD per USD).
The fair value of foreign exchange options and forwards is estimated based on quoted values from financial institutions.The Company's foreign exchange options and forwards resulted in a derivative liability of $8,660 as at December 31, 2024 (December 31, 2024 -derivative asset of $5,790).
The following table illustrates the Company's investment in foreign exchange options and forwards that are measured at fair value through profit and loss:
March 31, 2025
Level 1
Level 2
Level 3
Foreign Exchange Options and Forwards
($8,660)
-
-
December 31, 2024
Level 1
Level 2
Level 3
Foreign Exchange Options and Forwards
-
$5,790
-
Dual Currency Deposits:
The Company also periodically enters into dual currency deposits ("DCD"). A DCD is a CAD or foreign currency denominated transaction that provides an enhanced guaranteed interest payment at maturity.The original denominated currency is converted to another specified currency at a specified exchange rate depending on whether the spot rate on the maturity date is above or below a specified fixed exchange rate.The fair value of DCDs is estimated based on quoted values from financial institutions.
March 31, 2025
Level 1
Level 2
Level 3
DCDs
$718,800
-
The following table illustrates the Company's investment in DCDs measured at fair value through profit and loss:
December 31, 2024
Level 1
Level 2
Level 3
DCDs
$705,000
-
-
-
At March 31, 2025, the Company also had the following USD denominated DCD that was convertible into CAD:
Type of Financial Instrument
Spot Rate on Transaction Date
Principal (USD)
Net Fair Value (CAD)
Guaranteed Interest Rate
Maturity Date
Fixed Maturity Conversion Rate
DCD
1.4334
$500,000
$718,800
5.00%
April 14, 2025
1.4085
At December 31, 2024, the Company also had the following USD denominated DCD that was convertible into CAD:
Type of Financial Instrument
Spot Rate on Transaction Date
Principal (USD)
Net Fair Value (CAD)
Guaranteed Interest Rate
Maturity Date
Fixed Maturity Conversion Rate
DCD
1.3761
$500,000
$705,000
5.00%
January 15, 2025
1.4100
The fair value of dual currency deposits is estimated based on quoted values from financial institutions.
Foreign Exchange Risk:
The Company currently earns revenue in Canadian dollars, U.S. dollars and Euros and incurs costs in Canadian dollars, U.S. dollars and Euros. Management monitors the foreign currency net liability position on an ongoing basis during the year and adjusts the total
net monetary liability balance accordingly.When it is appropriate to de-risk future foreign exchange transactions, the Company uses foreign exchange options, forward contracts, and DCDs to manage foreign exchange transaction exposure.
The following tables present foreign exchange sensitivity analyses for the assets and liabilities of the Company denominated in foreign currencies:
Foreign Exchange Sensitivity Analysis - USD
March 31, 2025
December 31, 2024
Description of Asset/(Liability)
USD
USD
Cash and cash equivalents
722,713
986,072
Short term investments
500,000
500,000
Accounts receivable
-
3,319
Less: Accounts payable
(737,351)
(387,463)
Net Total
485,362
1,101,928
Foreign Exchange Rate CAD per USD at the end of the period
1.4389
1.4376
At March 31, 2025, if the U.S. dollar had been stronger or weaker by 10% against the Canadian dollar with all other variables held constant, comprehensive income would have been $51,285 higher or lower on an after-tax basis, respectively (December 31, 2024 -
$116,539 higher or lower, respectively).
Foreign Exchange Sensitivity Analysis - EUR
March 31, 2025
December 31, 2024
Description of Asset/(Liability)
EUR
EUR
Cash and cash equivalents
1,350,228
1,677,342
Accounts receivable
423,689
-
Less: Accounts payable
(173,901)
(225,917)
Less: Customer advances
-
(396,900)
Net Total
1,600,016
1,054,525
Foreign Exchange Rate CAD per EUR at the end of the period
1.4928
1.5540
At March 31, 2025, if the Euro had been stronger or weaker by 10% against the Canadian dollar with all other variables held constant, comprehensive income would have been $182,752 higher or lower on an after-tax basis, respectively (December 31, 2024 - $115,703 higher or lower, respectively).
Interest Rate Risk:
Cash flow interest rate risk is the risk that the future cash flow of a financial instrument will fluctuate because of changes in interest rates. Some of the Company's cash and cash equivalents as at the date of the Company's Consolidated Statements of Financial Position are invested in redeemable guaranteed investment
certificates (each, a "GIC"), which earn interest at fixed rates during their tenure.The Company's short-term and long-term investments consist of non-redeemable GICs which also earn interest at fixed rates during their tenure.These GICs have original maturities of 9 to 36 months.
The Company manages its interest rate risk by maximizing the interest income earned on excess funds while maintaining the liquidity necessary to conduct operations on a day-to-day basis. Fluctuations in market rates of interest when these GICs are renewed may have an impact on the Company's finance income for the year.The Company actively manages the tenor of its GIC investments in order to maximize interest income over the short-term and long-term while maintaining the liquidity necessary to meet its operating, investing, and financing needs.
Credit Risk:
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's cash and cash equivalents, short term and long term investments, trade and other receivables, and loans receivable.The carrying amount of financial assets represents maximum credit exposure. As the Company invests in GICs with Canadian Chartered Banks, its credit risk on this account is negligible.The Company's loans receivable (see Note 12) are full recourse and secured by a pledge of common shares of the Company purchased by the Borrowers, who are key management personnel. Based on these factors, the Company considers the credit risk associated with these loans receivable to be low.There are
no factors at the end of the year to indicate a significant increase in credit risk has occurred and there are no defaults on the loans receivable.
The majority of the Company's current customers are corporations with whom the Company has transacted for several years. In assessing the credit risk of its trade accounts receivable, the Company considers historical default rates and payment patterns, the nature of its customer base, and forward-looking information including any anticipated changes to its customer base, credit terms, and pricing.
Aged Trade Accounts Receivable
March 31, 2025
December 31, 2024
Current
$ 3,810,979
$ 1,686,276
Past due 1-30 days
815,897
733,714
Past due 31-60 days
12,112
38,943
Past due over 60 days
43,929
136,822
Expected credit loss
(200,826)
(200,826)
Closing Balance (Note 8)
$ 4,482,091
$ 2,394,929
Maximum Credit Risk
4,682,917
2,595,755
As of March 31, 2025, one customer represents 35% of net trade receivables (December 31, 2024 - 49%) while another customer represents 11% of net trade receivables (December 31, 2024 -18%), and a third customer represents 9% of net trade receivables (December 31, 2024 - 14%).
The Company has provided for expected credit losses of $200,826 (December 31, 2024 - $200,826) related primarily to disputed deductions on trade receivables adjusted for forward looking factors specific to certain Canadian pharmaceutical wholesale customers.
Cash, cash equivalents, short-term investments and long-term investments are maintained with Canadian financial institutions and the wholly owned subsidiaries of these financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand, subject to certain conditions, and are maintained with Canadian financial institutions of reputable credit and therefore bear minimal credit risk.
Liquidity Risk:
Liquidity risk is the risk that the Company will not be able to meet its obligations as they fall due.The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. Senior management is actively involved in the review and approval of planned expenditures. All
contractual maturities of accounts payable and accrued liabilities are due within one year.The Company has no other financial liabilities where the carrying value does not approximate fair value.
The Company generates sufficient cash from operating activities to fund its operations and fulfill its obligations as they become due.The Company has credit facilities available with Royal Bank of Canada totalling $3,090,000, including a revolving demand credit facility
of $1,500,000 which it has not drawn down as at the date hereof, a foreign exchange facility of $1,500,000, and credit card facilities totalling $90,000.
There were no changes to the Company's exposure to liquidity risk, credit risk, or interest rate risk or to its approach to managing these risks during the period ended March 31, 2025.
-
Long term Investments
March 31, 2025
December 31, 2024
Non-redeemable GICs
$7,497,025
$10,103,571
Total long term investments
$7,497,025
$10,103,571
-
Loans Receivable
On December 8, 2016, the Board of Directors approved a Management Share Loan Program ("MSLP") under which the Company offered secured loans to certain management personnel employed by the Company (each a "Borrower") up to a maximum of fifty percent of each Borrower's base annual salary for the sole purpose of their purchase of the Company's issued and outstanding common shares at prevailing market prices through the facilities of the TSX Venture Exchange.
Loans Receivable ($)
Balance, December 31, 2023
274,601
Repayments
(59,316)
Accrued Interest
13,288
Balance, December 31, 2024
228,573
Repayments
(55,425)
Accrued Interest
2,026
Balance, March 31, 2025
175,174
Current portion, March 31, 2025
52,004
Long-term portion, March 31, 2025
123,170
Current portion, December 31, 2024
87,433
Long-term portion, December 31, 2024
141,140
All common shares of the Company purchased with the proceeds of a loan are required to be pledged as security for the satisfaction and performance of the loan obligations. If the Borrower ceases to
be employed by the Company or a subsidiary of the Company prior
to the end of the original maturity dates or the extended maturity date, as applicable, all outstanding loan obligations shall become due and payable on the thirtieth (30th) day following the date of termination. In addition, in the event of a default by the Borrower of the terms of the loan, the loan obligations will become due and payable immediately.
Subject to the pledge on the common shares in favour of the Company, the Borrower is the sole owner of all common shares purchased on its behalf pursuant to the MSLP. All proceeds from the sale of common shares acquired through the MSLP are expected to be directed to the Company until the loan obligations have been satisfied in full.
Interest receivable of $2,026 was accrued on the loans for the three months ended March 31, 2025 (three months ended March 31, 2024 - $4,033) at a prescribed interest rates of 4.00% per annum (three months ended March 31, 2024 - 6.00% per annum) and has been included in finance income on the Company's Consolidated Statements of Comprehensive Income.
As the loans are full recourse loans, they have not been accounted for as stock-based compensation, but as financial instruments within the scope of IFRS 9, Financial Instruments.
- Property and Equipment
Furniture and Fixtures | Equipment | Computer Equipment | Computer Software | Right-of-Use Asset (see Note 16) | Leasehold Improvements | Total | |
COST: | |||||||
December 31, 2023 | $ 254,939 | $ 266,367 | $ 392,575 | $ 398,757 | $ 1,330,455 | $ 680,511 | $ 3,323,604 |
2024 Additions | 13,364 | - | 19,293 | 9,625 | - | - | 42,282 |
December 31, 2024 | $ 268,303 | $ 266,367 | $ 411,868 | $ 408,382 | $ 1,330,455 | $ 680,511 | $ 3,365,886 |
2025 Additions | 3,401 | - | 3,124 | 13,375 | - | - | 19,900 |
March 31, 2025 | $ 271,704 | $ 266,367 | $ 414,992 | $ 421,757 | $ 1,330,455 | $ 680,511 | $ 3,385,786 |
ACCUMULATED DEPRECIATION: | |||||||
December 31, 2023 | $ (186,320) | $ (169,233) | $ (299,819) | $ (357,208) | $ (576,532) | $ (294,562) | $ (1,883,674) |
Changes in 2024 | (14,422) | (21,071) | (30,721) | (13,909) | (133,046) | (68,051) | (281,220) |
December 31, 2024 | $ (200,742) | $ (190,304) | $ (330,540) | $ (371,117) | $ (709,578) | $ (362,613) | $ (2,164,894) |
Changes in 2025 | (3,059) | (4,091) | (6,273) | (3,210) | (33,261) | (17,013) | (66,907) |
March 31, 2025 | $ (203,801) | $ (194,395) | $ (336,813) | $ (374,327) | $ (742,839) | $ (379,626) | $ (2,231,801) |
CARRYING AMOUNT | |||||||
December 31, 2023 | $ 68,619 | $ 97,134 | $ 92,756 | $ 41,549 | $ 753,923 | $ 385,949 | $ 1,439,930 |
December 31, 2024 | $ 67,561 | $ 76,063 | $ 81,328 | $ 37,265 | $ 620,877 | $ 317,898 | $ 1,200,992 |
March 31, 2025 | $ 67,903 | $ 71,972 | $ 78,179 | $ 47,430 | $ 587,616 | $ 300,885 | $ 1,153,985 |
14. Intangible Assets | |||||
New Product Dossier and Filing Costs | Product Licenses and Rights | New Product Development | Trademarks and Patents | Total | |
COST: | |||||
December 31, 2023 | $ 1,979,925 | $ 1,017,212 | $ 204,470 | $ 114,711 | $ 3,316,318 |
2024 Additions | 4,451 | 4,617,665 | 141,475 | - | 4,763,591 |
2024 Disposals | (136,222) | - | - | - | (136,222) |
December 31, 2024 | $ 1,848,154 | $ 5,634,877 | $ 345,945 | $ 114,711 | $ 7,943,687 |
2025 Additions | - | 68,457 | - | - | 68,457 |
March 31, 2025 | $ 1,848,154 | $ 5,703,334 | $ 345,945 | $ 114,711 | $ 8,012,144 |
ACCUMULATED AMORTIZATION: | |||||
December 31, 2023 | $ (479,254) | $ (431,427) | $ (31,257) | $ (46,797) | $ (988,735) |
Changes in 2024 | (129,317) | (149,932) | (25,353) | (4,126) | (308,728) |
December 31, 2024 | $ (608,571) | $ (581,359) | $ (56,610) | $ (50,923) | $ (1,297,463) |
Changes in 2025 | (29,405) | (109,602) | (1,441) | (3,828) | (144,276) |
March 31, 2025 | $ (637,976) | $ (690,961) | $ (58,051) | $ (54,751) | $ (1,441,739) |
ACCUMULATED IMPAIRMENT LOSSES: | |||||
December 31, 2023 | $ (713,341) | $ (461,366) | $ - | $ - | $ (1,174,707) |
Changes in 2024 | (152,773) | (178,691) | (86,455) | (12,097) | (430,016) |
December 31, 2023 | $ (866,114) | $ (640,057) | $ (86,455) | $ (12,097) | $ (1,604,723) |
Changes in 2025 | - | - | - | - | - |
March 31, 2025 | $ (866,114) | $ (640,057) | $ (86,455) | $ (12,097) | $ (1,604,723) |
CARRYING AMOUNT | |||||
December 31, 2023 | $ 787,330 | $ 124,419 | $ 173,213 | $ 67,914 | $ 1,152,876 |
December 31, 2024 | $ 373,469 | $ 4,413,461 | $ 202,880 | $ 51,691 | $ 5,041,501 |
March 31, 2025 | $ 344,064 | $ 4,372,316 | $ 201,439 | $ 47,863 | $ 4,965,682 |
New Product Dossier and Filing Costs
Tibella®
In 2016, the Company entered into a License and Supply Agreement with a European partner to acquire the exclusive Canadian rights to use the product registration documentation of a women's health pharmaceutical product and a license to sell,
market and distribute this product in Canada under the brand name Tibella®.The Company has marketed this product in Canada since 2020.To date, the Company has incurred $781,864 in regulatory and development costs related to this product (December 31, 2024
- $781,864). Such costs are included in intangible assets as New Product Dossier and Filing Costs and are being amortized on a
straight-line basis over the 8-year estimated useful life of the product. On September 20, 2024, the Company acquired the global rights to tibolone, including its license for the Canadian rights to the product.
Combogesic®
In 2019, the Company entered into a License and Exclusive Supply Agreement with a New Zealand partner to acquire a license to market, sell and distribute a portfolio of pain management products in Canada under the brand name Combogesic®.The Company has marketed one of these products in Canada since 2020.To date, the Company has incurred $346,139 in regulatory and development costs (December 31, 2024 - $346,139) related to these products
which are included in intangible assets as New Product Dossier and Filing Costs and were being amortized on a straight-line basis over the 15-year term of the License and Exclusive Supply Agreement.
No impairment losses were recognized on these intangible assets for the three months ended March 31, 2025. For the year ended December 31, 2024, the Company recognized an impairment loss of $152,773 related to certain new product dossier and filing costs, representing the excess of the carrying amount of these costs over their estimated recoverable amount.
No intangible assets were disposed of during the three months ended March 31, 2025. For the year ended December 31, 2024, certain new product dossier and filing costs, totalling $136,222, became recoverable upon the disposal of the underlying product rights by the Company.
For the three months ended March 31, 2025, $29,405 of amortization expense on New Product Dossier and Filing Costs (three months ended March 31, 2024 - $38,029) has been included in selling, general and administration expenses in the Company's Consolidated Statements of Comprehensive Income in respect of these assets (see Note 18).
Product Licenses and Rights
Tibelia® / Tibella® (tibolone) - Global Rights
On September 20, 2024, the Company entered into an Asset Purchase Agreement to acquire the global product distribution rights to Tibelia® / Tibella® (tibolone), a hormone replacement therapy drug for the treatment of the symptoms of menopause in women, from the trustees of Mithra Pharmaceuticals SA and
Novalon SA.The total cost of these rights was $4,384,077, including cash purchase consideration of $4,213,123 plus professional fees
of $426,999 less the settlement of certain prior licensing costs of
$256,045.These assets are being amortized on a straight-line basis over their estimated 10-year economic life.
Endocrinology Product® - Canadian License
On June 12, 2024, the Company announced that it had entered into a Distribution Agreement with a European partner to acquire an exclusive license to register, market, sell and distribute a new endocrinology product in Canada.The Company paid an initial license fee of EUR 50,000 (CAD 73,295) upon signing the Distribution Agreement and is committed to additional license
fee payments of EUR 50,000 (CAD 73,295) upon the regulatory submission of the product for Canada, and EUR 100,000 (CAD 146,590) upon the grant of the Marketing Authorization of the product in Canada.This product has not yet been approved by Health Canada. Amortization of these license fees will commence upon the commercial launch of the product in Canada.
Gelclair® - Canadian License
In 2022, the Company entered into a Distribution Agreement with a European partner to acquire an exclusive license to use certain trademarks and to distribute an oncology supportive care product in Canada.The Company paid an initial license fee of EUR 70,000 (CAD 94,192) upon signing the Distribution Agreement and an additional license fee of EUR 55,000 (CAD 80,625) in June 2024 subsequent to the launch of the Gelclair® product in Canada.The
license fee was being amortized on a straight-line basis over 10 years.
Inofolic® - Canadian License
In 2020, the Company entered into an exclusive License and Supply Agreement to acquire the exclusive rights to distribute a women's health product, Inofolic®, in Canada and a license of
certain trademarks and technology related thereto.The Company has marketed this product in Canada since 2023.The $30,000 cost
of these rights and license is included in intangible assets as product licenses and rights and were being amortized on a straight-line basis over the initial license term to December 31, 2030.
No impairment losses were recognized on these intangible assets for the three months ended March 31, 2025. For the year ended
December 31, 2024, the Company recognized an impairment loss of
$178,691 related to certain product licenses and rights, representing the excess of the carrying amount of these assets over their estimated recoverable amount.
For the three months ended March 31, 2025, $109,602 of amortization expense on Product Licenses and Rights (three months ended March 31, 2024 - $3,366) has been included in selling, general and administration expenses in the Company's Consolidated Statements of Comprehensive Income in respect of these assets (see Note 18).
New Product Development
As of March 31, 2025, the Company had incurred cumulative new product development costs consisting of labour, laboratory and professional fees totalling $345,945 (December 31, 2024 -
$345,945) relating to the development of several new products, three of which have been launched commercially and are currently being marketed. The Company has commenced amortization of certain new product development costs upon the completion of development work.
No impairment losses were recognized on these intangible assets for three months ended March 31, 2025. During the year ended December 31, 2024, the Company recognized an impairment
loss of $86,455 related to certain new product development costs, representing the excess of the carrying amount of these costs over their estimated recoverable amount.
For the three months ended March 31, 2025, $1,441 of amortization expense on New Product Development costs (three months ended March 31, 2024 - $3,168) has been included in selling, general and administration expenses in the Company's Consolidated Statements of Comprehensive Income in respect of these assets (see Note 18).
Trademarks and Patents
As of March 31, 2025, the Company has incurred cumulative trademark and patent application and filing costs of $114,711 (December 31, 2024 - $114,711) relating to product registration application costs in various jurisdictions.These assets have finite lives and are being amortized on a straight-line basis over the terms of the respective trademarks and patents (ranging from 10 to 15 years).
No impairment losses were recognized on these intangible assets for three months ended March 31, 2025. For the year ended December 31, 2024, the Company recognized an impairment loss of $12,097
related to certain new product development costs, representing the excess of the carrying amount of these costs over their estimated recoverable amount.
For the three months ended March 31, 2025, $3,828 of amortization expense on New Product Development costs (three months ended March 31, 2024 - $1,263) has been included in selling, general and administration expenses in the Company's Consolidated Statements of Comprehensive Income in respect of these assets (see Note 18).
-
Contract Liability
Contract Liability ($)
Balance, December 31, 2023
134,461
Estimated variable consideration
129,573
Settlement of variable consideration
(108,868)
Balance, December 31, 2024
155,166
Estimated variable consideration
22,766
Settlement of variable consideration
(54,616)
Balance, March 31, 2025
123,316
The Company recognizes a contract liability based on its estimate
of the amount of consideration it expects to refund to its customers, including consideration payable resulting from coupons and volume rebates.This contract liability is updated at the end of each period for any changes in circumstances.
The table below summarizes changes in the contract liability for the year ended December 31, 2024 and the three months ended March 31, 2025:
-
Lease Liability
The Company leases its head office space in Mississauga, Ontario, Canada.The Company's current office lease commenced on September 1, 2019 and extends to August 31, 2029.The Company has an option to extend this lease beyond the 10-year non-cancellable term for a further term of 5 years. As per IFRS 16 Leases, the Company has recognized a right-of-use asset in respect of this office lease based on a 10-year lease term (see Note 13).
The Company has also recognized a lease liability for this office lease based on a weighted average incremental borrowing rate of 5.20%.The carrying amount of the Company's lease liability for this office lease is summarized in the table below:
Lease Liability ($)
Balance, December 31, 2023
1,221,045
Interest expense
59,152
Payments
(242,466)
Balance, December 31, 2024
1,037,731
Interest expense
13,103
Payments
(60,616)
Balance, March 31, 2025
990,218
Current portion, March 31, 2025
201,806
Long-term portion, March 31, 2025
788,412
Current portion, December 31, 2024
196,627
Long-term portion, December 31, 2024
841,104
The Company's future undiscounted lease payments under this lease agreement are as follows:
Fiscal Year
Lease Payments
2025
$ 185,364
2026
$ 253,008
2027
$ 253,008
2028
$ 253,008
2029
$ 168,672
Total
$ 1,113,060
-
Share Capital
Authorized
The authorized share capital of the Company consists of 100,000,000 common shares without par value and 25,000,000 preferred shares without par value.The holders of the preferred shares as a class shall not be entitled to receive notice of, to attend or to vote at any meeting of the shareholders of the Company.
For the three months ended March 31, 2025, not included in the lease liability, the Company incurred occupancy costs, net of recoveries, related to its office leases of $35,648 (three months ended March 31, 2024 - $33,427) which have been included in selling, general and administration expenses in the Company's Consolidated Statements of Comprehensive Income.
Issued and outstanding common shares
Number of Issued Common Shares
Number of Treasury Shares
Number of Outstanding Common Shares
Amount
Balance, December 31, 2023
11,954,409
(213,343)
11,741,066
$ 5,122,350
Cancellation of shares held in Treasury
(6,000)
6,000
-
-
Options exercised (c)
28,107
-
28,107
489,850
Shares repurchased under NCIB for cancellation (d)
(487,300)
(5,000)
(492,300)
(224,092)
Shares repurchased for RSU Plan Trust and held in Treasury (e)
-
(30,800)
(30,800)
(265,617)
Release of shares from RSU Plan Trust upon RSU Vesting (g)
-
35,944
35,944
183,959
Balance, December 31, 2024
11,489,216
(207,199)
11,282,017
$ 5,306,450
Cancellation of shares held in Treasury
(5,000)
5,000
-
-
Options exercised (c)
5,956
-
5,956
115,065
Shares repurchased under NCIB for cancellation (d)
(19,500)
-
(19,500)
(9,263)
Shares repurchased for RSU Plan Trust and held in Treasury (e)
-
(40,000)
(40,000)
(453,780)
Release of shares from RSU Plan Trust upon RSU Vesting (g)
-
25,716
25,716
180,765
Balance, March 31, 2025
11,470,672
(216,483)
11,254,189
$ 5,139,237
Options exercised
During the three months ended March 31, 2025, 5,956 common shares were issued against options exercised (three months ended March 31, 2024 - nil common shares) for total proceeds on exercise of $58,538 (three months ended March 31, 2024 - $nil) and $56,527 in fair value was transferred from contributed surplus to share capital (three months ended March 31, 2024 - $nil).
Normal Course Issuer Bid (NCIB)
Pursuant to the policies of the TSX Venture Exchange, the Company may be permitted from time to time to repurchase its own common shares for cancellation under a NCIB.The policies of the TSX Venture Exchange permit an issuer, upon the approval of
the TSX Venture Exchange, to purchase by normal market purchases up to 2% of a class of its own shares in a given 30-day period up
to a maximum in a 12-month period, of the greater of 5% of the outstanding shares or 10% of the Public Float, as such term is defined in the policies of the TSX Venture Exchange.
On December 13, 2023, the Company announced that the TSX Venture Exchange had accepted its renewal of the NCIB, pursuant to which the Company would be permitted to purchase up to 650,000 of its own common shares for cancellation over a further 12-month period commencing on December 19, 2023 and ending on December 18, 2024. Purchases of shares by the Company under
the NCIB are made through the facilities of the TSX Venture Exchange or alternative Canadian trading systems at the market price of the shares at the time of acquisition.
During the year ended December 31, 2024, the Company repurchased 492,300 of its common shares for an aggregate price of $5,076,421 and incurred costs of $100,239, including a tax on share buybacks introduced in 2024, related to the repurchase of these shares.The Company's retained earnings were reduced by
$4,952,568 upon the repurchase of these shares, representing the excess of the aggregate repurchase price over the reduction in share capital of $224,092. Of the 492,300 common shares repurchased in 2024, 487,300 were cancelled during the year and 5,000 were held in treasury as of Decemer 31, 2024 and were subsequently cancelled.
On December 16, 2024, the Company announced that the TSX Venture Exchange had accepted its renewal of the NCIB, pursuant to which the Company would be permitted to purchase up to 690,000 of its own common shares for cancellation over a further 12-month period commencing on December 19, 2024 and ending on December 18, 2025. Purchases of shares by the Company under the NCIB are made through the facilities of the TSX Venture Exchange or alternative Canadian trading systems at the market price of the shares at the time of acquisition.
During the three months ended March 31, 2025, the Company repurchased and cancelled 19,500 of its common shares for an aggregate price of $214,805 and incurred costs of $195 related to the repurchase of these shares.The Company's retained earnings were reduced by $205,737 upon the repurchase of these shares, representing the excess of the aggregate repurchase price over the reduction in share capital of $9,263.
RSU Plan Trust
During the three months ended March 31, 2025, the Company purchased 40,000 of its common shares (year ended December 31, 2024 - 30,800 common shares) pursuant to its RSU Plan (see
note 17(g)) for an aggregate purchase price of $453,780 (year ended December 31, 2024 - aggregate purchase price of $265,617).
216,483 treasury shares are held in trust as of March 31, 2025 (December 31, 2024 - 202,199 shares) for future settlement of vested RSUs granted to employees, senior management, and directors of the Company.
Preferred Shares
There are nil preferred shares outstanding as of March 31, 2025 (December 31, 2024 - nil).
Share-Based Payments
Restricted Share Unit ("RSU") Plan
The Board adopted a Restricted Share Unit Plan on March 4, 2020, which was approved by shareholders on May 27, 2020 and subsequently approved by the TSX Venture Exchange.The RSU Plan was established as a vehicle by which equity-based incentives may be granted to eligible employees, consultants, directors and
officers of the Company to recognize and reward their contributions to the long-term success of the Company including aligning
their interests more closely with the interests of the Company's shareholders.The RSU Plan is a fixed plan which reserves for issuance a maximum of 800,000 common shares of the Company.
The table below summarizes the RSUs granted during the three months ended March 31, 2025 and the year ended December 31, 2024:
Grant Date
Number of RSUs Granted
Grant Price per Unit
Grantees
Vesting Term
Vesting Dates
18-Mar-25
50,210
$11.25
Management and Employees
3 Years
31-Mar-28
18-Mar-25
6,557
$11.25
Directors
3 Years
31-Mar-28
30-Jun-28
30-Sep-28
31-Dec-28
Q1 2025 Total:
56,767
$ 638,629
27-Mar-24
55,976
$8.70
Management and Employees
3 Years
27-Mar-27
27-Mar-24
10,044
$8.70
Directors
3 Years
31-Mar-27
30-Jun-27
30-Sep-27
31-Dec-27
26-Aug-24
9,060
$10.21
Management
3 Years, subject to certain performance conditions
26-Aug-27
2024 Total:
75,080
$ 666,877
The table below summarizes the RSUs vested during the three months ended March 31, 2025 and the year ended December 31, 2024:
Vest Date
Number of RSUs Vested
Value transferred from Contributed Surplus to Share Capital
Number of Common Shares released from RSU Trust
Fair Value of Common Shares released from RSU Trust
Number of Common Shares withheld in
RSU Trust
Fair Value of Common Shares withheld in
RSU Trust
Net Settlement Amount
31-Mar-25
51,441
$ 467,599
25,716
$ 286,733
25,725
$ 286,834
$ 180,765
Q1 2025 Totals:
51,441
$ 467,599
25,716
$ 286,733
25,725
$ 286,834
180,765
02-Jan-24
7,157
$ 25,837
3,577
$ 32,014
3,580
$ 32,041
$ (6,204)
19-Mar-24
56,031
$ 409,026
28,013
$ 238,111
28,018
$ 238,153
$ 170,873
01-Apr-24
2,164
$ 15,797
1,081
$ 9,394
1,083
$ 9,411
$ 6,386
02-Jul-24
2,175
$ 15,878
1,087
$ 10,870
1,088
$ 10,880
$ 4,998
30-Sep-24
2,183
$ 15,936
1,091
$ 11,954
1,092
$ 11,965
$ 3,971
31-Dec-24
2,192
$ 16,002
1,095
$ 12,045
1,097
$ 12,067
$ 3,935
2024 Totals:
71,902
$ 498,476
35,944
$ 314,388
35,958
$ 314,517
$ 183,959
As at March 31, 2025, there were 214,753 RSUs outstanding (December 31, 2024 - 208,500), as shown below:
March 31, 2025
December 31, 2024
Number of RSUs
Weighted average grant price
Number of RSUs
Weighted average grant price
Outstanding, beginning of period
208,500
$8.44
203,798
$7.75
Granted
56,767
$11.25
75,080
$8.88
Dividend reinvestment
927
$8.44
3,667
$8.25
Vested
(51,441)
$9.09
(71,902)
$6.93
Forfeited
-
(2,143)
$7.89
Outstanding, end of period
214,753
$9.03
208,500
$8.44
The weighted-average remaining contractual life of the 214,753 RSUs outstanding at March 31, 2025 is 1.41 years (December 31,
2024 - 1.41 years).
During the three months ended March 31, 2025, the Company recorded aggregate share-based payment expense of $149,736 on the amortization of outstanding RSUs (three months ended March 31, 2024 - $123,518).
Incentive Stock Option Plan
On March 11, 2014, the Board approved an incentive stock option plan (the "SOP") which was adopted by the shareholders of the Company on June 13, 2014.The Board approved an amended SOP on March 4, 2020 which was approved by shareholders on May
27, 2020 and re-approved on May 26, 2021, May 17, 2022, May 25, 2023, and May 16, 2024.The purpose of the SOP is to assist the Company in attracting, retaining and motivating directors, officers, employees and other persons who provide ongoing services to the Company and its affiliates and to closely align the personal interests of such participants with those of the Company's shareholders, by providing them with the opportunity to acquire common shares of the Company, and thereby a proprietary interest in the Company and its subsidiaries, through the exercise of share purchase options.
No options were granted by the Company during the three months ended March 31, 2025 or during the year ended December 31, 2024.
As at March 31, 2025, there were 109,730 options outstanding (December 31, 2024 - 124,282), as shown below:
March 31, 2025
December 31, 2024
Number of options
Weighted average exercise price
Number of options
Weighted average exercise price
Outstanding, beginning of period
124,282
$8.34
154,947
$8.44
Granted
-
-
-
-
Exercised
(5,956)
$9.83
(28,107)
$8.91
Expired
(8,596)
$10.97
(2,558)
$8.24
Outstanding, end of period
109,730
$8.05
124,282
$8.34
As of March 31, 2025, 109,730 options have vested and are exercisable by the option holders (December 31, 2024 - 124,282). These exercisable options have a weighted average exercise price of
$8.05 (December 31, 2024 - $8.34).
The weighted-average remaining contractual life of the 109,730 (December 31, 2024 - 124,282) options outstanding is 2.47 years (December 31, 2024 - 2.52 years) and the range of exercise prices for these options is $6.20 - $9.94 (December 31, 2024 - $6.20 -
$10.97).
5,956 options were exercised during the three months ended March 31, 2025 (three months ended March 31, 2024 - nil).The weighted average share price on the date of exercise of options exercised during the three months ended March 31, 2025 was $10.84.
Employee Share Purchase Plan
On January 1, 2017, the Company introduced an Employee Share Purchase Plan ("ESPP"). Under the ESPP, eligible BioSyent employees, including certain key management personnel, are
permitted to contribute up to a maximum of 10 per cent of their gross base salary to purchase the Company's common shares in the open market through the facilities of the TSX Venture Exchange. The contributions are matched by the Company up to a maximum of 2.5 percent of the applicable employee's gross base salary.
During the three months ended March 31, 2025, the Company recorded share-based payment expense of $38,371 (three months ended March 31, 2024 - $27,197) relating to the Company's contributions to the ESPP for the purchase of common shares on behalf of participating employees. Such share-based payment expense related to the Company's ESPP contributions has been included in selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income.
Dividends
During the three months ended March 31, 2025, the Company paid cash dividends to common shareholders as follows:
Amount per Common Share
Payment Date
Record Date
Aggregate Amount
Amount held in RSU Plan Trust
Net Amount
$0.05
March 14, 2025
February 28, 2025
$573,421
$10,110
$563,311
TOTAL:
$573,421
$10,110
$563,311
During the year ended December 31, 2024, the Company paid cash dividends to common shareholders as follows:
Amount per Common Share
Payment Date
Record Date
Aggregate Amount
Amount held in RSU Plan Trust
Net Amount
$0.045
March 15, 2024
February 29, 2024
$533,259
$9,169
$524,090
$0.045
June 15, 2024
May 31, 2024
$530,520
$9,247
$521,273
$0.045
September 15, 2024
September 4, 2024
$530,634
$9,197
$521,437
$0.045
December 16, 2024
November 29, 2024
$522,039
$9,148
$512,891
TOTAL:
$2,116,452
$36,761
$2,079,691
-
Expenses by Nature
The expenses on the Consolidated Statements of Comprehensive Income have been grouped by function to focus reader attention on the macro movements in cost from period to period while giving the reader an option to see the detail of expenses according to their nature, which are included below:
Three months ended March 31,
2025
2024
Cost of goods sold (Note 9)
$ 2,641,768
$ 1,589,762
Selling and marketing
$ 3,464,196
$ 2,475,406
Advertising, Promotion and Selling Costs
1,570,958
931,082
Employee Costs
1,614,298
1,387,423
Logistics, Quality Control & Regulatory
251,766
139,884
Share-based Payments (Note 17)
27,174
17,017
General and administration
$ 1,827,743
$ 1,515,153
Employee Costs
778,940
862,982
Corporate Expenses
338,344
152,682
Share-based Payments (Note 17)
160,933
133,698
Amortization - Intangible Assets (Note 14)
144,276
45,826
Information Technology
123,181
82,281
Professional Fees
104,880
90,800
Research and Development
89,380
24,100
Depreciation - Property and Equipment (Note 13)
66,907
69,162
Insurance
62,770
52,090
Net Foreign Exchange (Gains) Losses
(41,868)
1,532
New business development costs
$ 54,789
$ 64,110
Finance costs
$ 13,103
$ 15,593
Interest expense - lease liability (Note 16)
13,103
15,593
Finance income
$ (179,010)
$ (332,819)
Interest Income
(179,010)
(332,819)
-
Earnings per Share
The following table reconciles the numerator and denominator for the calculation of basic and diluted earnings per share:
Three months ended March 31,
2025
2024
Numerator
Net income attributable to common shareholders
$ 2,319,933
$ 1,768,747
Denominator
Basic
Weighted average number of shares outstanding
11,269,162
11,665,427
Effect of dilutive securities
246,711
205,858
Weighted average number of shares outstanding
11,515,873
11,871,285
Basic earnings per share
$ 0.206
$ 0.152
Diluted earnings per share
$ 0.201
$ 0.149
-
Contingencies
Litigations
From time to time, the Company may be exposed to claims and legal actions in the normal course of business. As at March 31, 2025, the Company was not aware of any litigation or threatened claims either outstanding or pending.
Combogesic® License and Exclusive Supply Agreement
Under the terms of the 2019 License and Exclusive Supply Agreement for Combogesic® (see Note 14), the Company is required to make royalty payments to the licensor based on net sales of the pain management products in Canada and contingent on the market share of competing products in Canada over the 15-year term of
the agreement.The royalty rates range from 0% to 6.5% on net sales.
For the three months ended March 31, 2025 and 2024 such fees have been expensed and included in the Company's Consolidated Statements of Comprehensive Income.
Inofolic® License and Supply Agreement
Under the terms of the 2020 License and Supply Agreement for Inofolic® (see Note 14), the Company is required to make certain royalty payments to the Licensor equal to 6.00% of the estimated net selling price of the product, which are included in the per unit purchase price of product purchased by the Company from the Licensor. For the three months ended March 31, 2025 and 2024, such fees have been expensed and included in the Company's Consolidated Statements of Comprehensive Income.
-
Commitments
Office Lease
The Company's current office lease agreement commenced on September 1, 2019 and extends to August 31, 2029 (see Note 16).
The Company's undiscounted minimum future rental payments and estimated occupancy costs (including certain operating costs and realty taxes) for the next five fiscal years under this lease agreement are approximately as follows:
Purchase Commitments
In the normal course of business, the Company has minimum purchase commitments with certain suppliers.
Fiscal Year
Annual Rent and Occupancy Costs
2025
$ 287,082
2026
$ 388,633
2027
$ 388,633
2028
$ 388,633
2029
$ 259,089
Total
$ 1,712,070
-
Related Party Transactions
Key Management Personnel Compensation
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company and/or its subsidiaries, directly or indirectly.
The table below summarizes compensation for key management personnel of the Company for the three months ended March 31, 2025 and 2024:
Three months ended March 31,
2025
2024
Number of Key Management Personnel
5
6
Salary, Benefits, and Bonus
$324,113
$343,291
Share-Based Payments
$74,016
$91,160
During the three months ended March 31, 2025, the Company recorded share-based payment expense of $74,016 (three months ended March 31, 2024 - $91,160) related to the amortization of RSUs granted to key management under the Company's RSU Plan as well as the Company's contributions to the ESPP for the purchase of common shares on behalf of participating key management personnel.
As at March 31, 2025, there were loans receivable under the MSLP from key management personnel of $96,485 (March 31, 2024 - $278,634). MSLP loan repayments of $55,425 were received from key management personnel during the three months ended March 31, 2025 (three months ended March 31, 2024 - $nil). Interest accrued on these MSLP loans during the
three months ended March 31, 2025 totalled $1,828 (three months ended March 31, 2024 - $4,033).
-
Transactions with Directors
During the three months ended March 31, 2025, the Company paid cash fees to its directors in the amount of $37,866 (three months ended March 31, 2024 - $31,782) and recorded share-
based payments expense for accounting purposes of $20,958 (three months ended March 31, 2024 - $17,846) related to the amortization of RSUs under the Company's RSU Plan.
-
Capital Disclosures
For capital management purposes, the Company defines capital as its shareholders' equity that includes share capital, contributed surplus, cumulative translation adjustment and retained earnings.
The amounts included in the Company's capital for the relevant years are as follows:
March 31, 2025 $36,011,796
December 31, 2024 $35,003,185
The Company's principal objectives in managing capital are:
to ensure that it will continue to operate as a going concern;
to be flexible in order to take advantage of contract and growth opportunities that are expected to provide satisfactory returns to its shareholders;
to maintain a strong capital base in order to maintain customers, investors, creditors and market confidence; and
to provide an adequate rate of return to its shareholders.
The Company manages and adjusts its capital structure in light of changes in economic conditions.
In order to maintain or adjust its capital structure, the Company may issue debt or new shares. Financing decisions are generally made
on a specific transaction basis and depend on such things as the Company's needs, capital markets and economic conditions at the time of the transaction. Management reviews its capital management approach on an ongoing basis and believes that this approach is reasonable, given the size of the Company.
The Company does not have any externally imposed capital compliance requirements at March 31, 2025.There were no changes in the Company's approach to capital management during the period.
-
Credit Facilities
The Company has credit facilities available with Royal Bank of Canada including a revolving demand credit facility of $1,750,000, which has not been utilized as of March 31, 2025, a foreign exchange facility, and a credit card facility of $30,000.The revolving demand credit facility bears interest at a variable rate of Royal Bank prime plus 0.75% and has been secured with a General Security Agreement constituting a first ranking security interest of the Bank
in the Company's property.The Company is subject to maintaining certain financial covenants if the demand credit facility is drawn upon.
-
Taxes
The Company computes an income tax provision in each of the jurisdictions in which it operates. Actual amounts of income tax expense only become final upon filing and acceptance of the tax return by the relevant authorities, which occur subsequent to the issuance of the financial statements.
Additionally, estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the ability to use the underlying future tax deductions before they expire against future taxable income.
The assessment is based upon existing tax laws and estimates of future taxable income.To the extent estimates differ from the final tax return, earnings would be affected in a subsequent period.The operations are subject to income tax rates of 26.5% (2024 - 26.5%) in the Canadian jurisdiction, 22.1% (2024 - 22.1%) in the U.S. jurisdiction, and 9.0% (2024 - 9.0%) in the Barbados jurisdiction.
-
Segment Reporting
A segment is a component of the Company:
that engages in business activities from which it may earn revenue and incur expenses;
whose operating results are reviewed by the board of directors; and
for which discrete financial information available.
Though the Company has a legacy business in biologically and health friendly insecticides, management of the Company is primarily focused on growing the pharmaceutical business and does not account for administrative overhead separately for the
insecticide business. Consequently, the Company has one reportable segment for all of its operations.
The revenue breakdown by business is provided below:
for both the pharmaceutical and insecticide business; and
for both Canadian and international jurisdictions
Three months ended March 31,
2025
2024
Canada
Pharmaceutical Business
$9,159,652
$7,546,144
Insecticide Business
284,092
167,797
Total Canada
$9,443,744
$7,713,941
International Jurisdictions
Pharmaceutical Business - Global
$1,535,216
$-
Insecticide Business - United States
-
19,695
Total International Jurisdictions
$1,535,216
$19,695
Total Revenue
$10,978,960
$7,733,636
Non-Current Assets consist of long-term investments, equipment, intangible assets, loans receivable, and deferred tax asset. As indicated in the table below, Non-Current Assets are located in Canada and international jurisdictions.
March 31, 2025
December 31, 2024
Canada
$14,072,207
$16,836,681
Barbados
47,861
51,689
Total Non-current Assets
$14,120,068
$16,888,370
- Subsequent Event Dividend Declaration
On May 15, 2025, the Company's Board of Directors declared a dividend of $0.05 per common share to shareholders of record on May 30, 2025 payable on June 13, 2025.
Corporate Information
Registered Office
Suite 402
2476 Argentia Road
Mississauga, Ontario, Canada L5N 6M1 Telephone 905.206.0013
Facsimile 905.206.1413
Email info@biosyent.com
Website https://www.biosyent.com
Board of Directors Joseph Arcuri Ontario, Canada
Sara Elford
British Columbia, Canada
René C. Goehrum (Chair) Ontario, Canada
Prakash Gowd
Ontario, Canada
Peter D. Lockhard (Lead Director) Ontario, Canada
Stephen Wilton
Ontario, Canada
Officers
René C. Goehrum
President and
Chief Executive Officer
Robert J. March Vice-President and Chief Financial Officer
Registrar and Transfer Agent Computershare Trust Company Canada 100 University Avenue,
Toronto, Ontario, M5J 2Y1
Canada
Auditor
MNP LLP
Toronto, Ontario, Canada
Solicitors
Wildeboer Dellelce LLP
Toronto, Ontario, Canada
Caravel Law
Toronto, Ontario, Canada
Harridyal Sodha & Associates
St. Michael, Barbados
Banks
Royal Bank of Canada
Toronto, Ontario, Canada
Canadian Imperial Bank of Commerce
Toronto, Ontario, Canada
City National Bank
Los Angeles, California, USA
Stock Listing
TSX Venture Exchange
Trading symbol: RX
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Disclaimer
BioSyent Inc. published this content on May 06, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 15, 2025 at 21:15 UTC.
