UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

 

FORM 10-Q

 

 

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2021.

 

OR

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from________ to_________.

 

Commission File Number: 001-38298

 

 

 

Zomedica Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Alberta, Canada   N/A
(State or other jurisdiction of
incorporation or organization) 		 

(I.R.S. Employer

Identification Number)

 

100 Phoenix Drive, Suite 125

Ann Arbor, Michigan

  48108
(Address of principal executive offices)   (Zip code)

 

(734) 369-2555

(Registrant’s telephone number, including area code)

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [  ]

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]   Accelerated filer [   ]
         
Non-accelerated filer [X]   Smaller reporting company

[X]

 

      Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares, without par value ZOM NYSE American

 

 

As of May 12, 2021, 974,350,084 shares of the registrant’s common shares, without par value, were issued and outstanding.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zomedica Corp.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED

MARCH 31, 2021

 

TABLE OF CONTENTS

 

  Page
PART I  
   
FINANCIAL INFORMATION  
   
Item 1. Condensed Financial Statements 2
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21
Item 3. Quantitative and Qualitative Disclosures about Market Risk 31
Item 4. Controls and Procedures 31
   
PART II  
   
OTHER INFORMATION  
   
Item 1. Legal Proceedings 31
Item 1A. Risk Factors 32
Item 6. Exhibits 32

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART I — FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

Zomedica Corp.

Condensed consolidated balance sheets

As of March 31, 2021, and December 31, 2020

(Unaudited) (Stated in United States dollars)

 

    March 31,     December 31,  
    2021     2020  
             
Assets                
                 
Current assets                
Cash and cash equivalents   $ 276,601,860     $ 61,991,703  
Inventory     309,658       -  
Prepaid expenses and deposits     1,393,616       1,727,814  
Trade receivables     8,535       -  
Other receivables     235,905       146,207  
Total current assets     278,549,574       63,865,724  
                 
Prepaid expenses and deposits     39,101       13,924  
Property and equipment, net     293,516       583,007  
Right-of-use asset     1,263,061       1,318,716  
Intangible assets, net     323,471       362,663  
Total assets   $ 280,468,723     $ 66,144,034  
                 
Liabilities, mezzanine and shareholders' equity                
                 
Current liabilities                
Accounts payable and accrued liabilities   $ 1,128,233     $ 1,248,628  
Current portion of debt obligations     527,360       527,360  
Current portion of lease obligations     306,770       252,788  
Total current liabilities     1,962,363       2,028,776  
                 
Lease obligations     978,470       1,087,998  
Total liabilities     2,940,833       3,116,774  
                 
Commitments and contingencies (Note 13)                
                 
Mezzanine equity:                
Series 1 preferred shares, no par value; 20 shares authorized 0 and 12 Series 1 preferred shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively   -     11,961,397  
                 
Shareholders' equity                
Unlimited common shares, no par value; 972,092,308 and 642,036,228 issued and outstanding at March 31, 2021 and December 31, 2020, respectively     377,970,846       104,783,612  
Common shares subscribed     -       459,600  
Additional paid-in capital     4,602,089       14,792,276  
Accumulated deficit     (105,045,045 )     (68,969,625 )
Total shareholders' equity     277,527,890       51,065,863  
                 
Total liabilities, mezzanine equity and shareholders' equity   $ 280,468,723     $ 66,144,034  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

  2  

 

Zomedica Corp.

Condensed consolidated statements of loss and comprehensive loss

For the three months ended March 31, 2021 and 2020

(Unaudited) (Stated in United States dollars)

 

    March 31,     March 31,  
    2021     2020  
             
Net revenue   $ 14,124     $ -  
Cost of revenue     5,658       -  
Gross profit     8,466       -  
                 
Expenses                
Research and development     413,128       630,066  
Selling, general and administrative     3,467,670       1,703,443  
Loss from operations     (3,872,332 )     (2,333,509 )
Interest income     (55,147 )     -  
Interest expense     -       651  
Loss on disposal of assets     218,986       128,931  
Other income     -       (5,500 )
Foreign exchange loss (gain)     646       (6,973 )
Loss before income taxes     (4,036,817 )     (2,450,618 )
Income tax expense     -       -  
Net loss and comprehensive loss   $ (4,036,817 )   $ (2,450,618 )
                 
Weighted average number of common shares - basic and diluted     890,245,654       118,340,596  
                 
Loss per share - basic and diluted (Note 18)   $ (0.04 )   $ (0.02 )

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

  3  

 

Zomedica Corp.

Condensed consolidated statements of shareholders’ equity

For the three months ended March 31, 2021 and 2020

(Unaudited) (Stated in United States dollars)

 

    Series 1 preferred stock     Common stock                          
    Shares     Amount     Shares     Amount     Common
stock
subscribed 		    Additional
paid-in
capital 		    Accumulated
deficit 		    Total  
Balance at December 31, 2019     12     $ 11,961,397       108,038,398     $ 38,566,820     $ -     $ 3,625,083     $ (52,057,841 )   $ 2,095,459  
Stock and warrant issuance for financing     -       -       20,833,334       1,705,655       -       794,345       -       2,500,000  
Stock issuance costs     -       -       -       (238,217 )     -       (110,003 )     -       (348,220 )
Placement agent warrants     -       -       -       (35,816 )     -       35,816       -       -  
Stock-based compensation     -       -       -       -       -       155,022       -       155,022  
Net loss     -       -       -       -       -       -       (2,450,618 )     (2,450,618 )
Balance at March 31, 2020     12       11,961,397       128,871,732       39,998,442       -       4,500,263       (54,508,459 )     1,951,643  
                                                                 
Balance at December 31, 2020     12       11,961,397       642,036,228       104,783,612       459,600       14,792,276       (68,969,625 )     51,065,863  
Stock issuance for financing     -       -       105,013,158       199,525,000       -       -       -       199,525,000  
Stock issuance costs     -       -       -       (14,281,368 )     -       -       -       (14,281,368 )
Stock-based compensation     -       -       -       -       -       1,282,741       -       1,282,741  
Stock issuance from warrant exercises     -               200,323,821       43,943,602       (459,600 )     (11,472,928 )     -       32,011,074  
Stock redemption     (12 )     (11,961,397 )     24,719,101       44,000,000       -               (32,038,603 )     11,961,397  
Net loss     -       -       -       -       -       -       (4,036,817 )     (4,036,817 )
Balance at March 31, 2021     -     $ -       972,092,308     $ 377,970,846     $ -     $ 4,602,089     $ (105,045,045 )   $ 277,527,890  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

  4  

 

Zomedica Corp.

Condensed consolidated statements of cash flows

For the three months ended March 31, 2021 and 2020

(Unaudited) (Stated in United States dollars)

 

    March 31     March 31,  
    2021     2020  
             
Cash flows from operating activities:                
Net loss   $ (4,036,817 )   $ (2,450,618 )
Adjustments to reconcile net loss to net cash used in operating activities                
Depreciation     59,326       76,416  
Amortization - intangible assets     44,321       45,036  
Amortization - right-of-use asset     -       42,448  
Loss on sale of property and equipment     243,061       69,834  
(Gain) loss on right-of-use assets     (24,075 )     59,097  
Stock-based compensation     1,282,741       155,022  
Non cash portion of rent expense     24,185       4,012  
Change in non-cash operating working capital                
Purchased Inventory     (309,658 )     -  
Prepaid expenses and deposits     309,021       409,028  
Trade receivable     (8,535 )     -  
Other receivable     (101,508 )     (74,845 )
Accounts payable and accrued liabilities     (120,395 )     (508,557 )
Net cash used in operating activities     (2,638,333 )     (2,173,127 )
                 
Cash flows from investing activities:                
Cash received from sale of property and equipment     75       5,400  
Investment in intangibles     (3,185 )     -  
Investment in property and equipment     (14,916 )     -  
Cash from lease cancellation     -       1,002,113  
Net cash (used in) provided by investing activities     (18,026 )     1,007,513  
                 
Cash flows from financing activities:                
Cash proceeds from issuance of common shares and warrants     199,525,000       2,500,000  
Cash received from warrant exercises     32,011,074       -  
Cash paid for shares and warrant issuance costs     (14,269,558 )     (348,220 )
Net cash provided by financing activities     217,266,516       2,151,780  
                 
Increase in cash and cash equivalents     214,610,157       986,166  
                 
Cash and cash equivalents, beginning of year     61,991,703       510,586  
                 
Cash and cash equivalents, end of year   $ 276,601,860     $ 1,496,752  
                 
Supplemental cash flow information:                
                 
Interest paid   $ -     $ 651  
Interest (received)   $ (24,313 )   $ -  

 

  5  

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2021 and 2020
(Unaudited) (Stated in United States dollars)

 

1. Nature of operations

 

The Company is a veterinary health company creating point-of-care diagnostics products for dogs and cats, that focuses on the needs of the veterinarians themselves.

 

The impact of the novel strain of coronavirus (“COVID-19”)

 

The outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in the World Health Organization declaring this virus a global pandemic in March 2020. Governments around the world have enacted emergency measures to combat the spread of the virus. These measures include the implementation of travel bans, self-imposed quarantine periods and social distancing. The closure of businesses has caused material disruption to businesses resulting in an economic slowdown. Governments and central banks have responded with significant monetary and fiscal interventions designed to stabilize the financial markets.

 

The COVID-19 pandemic materially and adversely affected the development and commercialization of our TRUFORMA® platform and the initial five assays. In response to the pandemic, our development partner had reduced the number of employees working in its facilities for a period of time which has delayed the completion of the verification of the five initial TRUFORMA® assays and the manufacturing of commercial quantities of the TRUFORMA® platform and the related assays. Veterinary hospitals and clinics that had agreed to participate in the validation of our initial TRUFORMA® assays either shut down for a period of time or limited their operations to those involving only life-threatening conditions, which we have mitigated to a certain extent with our recent ability to successfully complete remote installations. Potential customers have at times restricted access to their facilities which has affected and may continue to affect our ability to perform on-site demonstrations and other marketing activities. The extent to which the COVID-19 pandemic may impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the duration of the outbreak, the spread and severity of COVID-19, and the effectiveness of governmental actions in response to the pandemic.

 

2. Basis of preparation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for the presentation of interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited financial statements do not include all the information and footnotes necessary for a comprehensive presentation of the financial position, results of operations and cash flows for the periods presented. In the opinion of management, the unaudited financial statements include all the normal recurring adjustments that are necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. These unaudited financial statements should be read in combination with the other Notes in this section; “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing in Item 2; and the Consolidated Financial Statements, including the Notes to the Consolidated Financial Statements, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The Consolidated Balance Sheet as of December 31, 2020 was derived from audited financial statements.

 

3. Significant accounting policies

 

Estimates and assumptions

 

In preparing these financial statements, management was required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on our historical experience, the terms of existing contracts, our evaluation of trends in the industry, information provided by our customers and suppliers and information available from other outside sources, as appropriate. These estimates and assumptions are subject to an inherent degree of uncertainty. We are not presently aware of any events or circumstances that would require us to update such estimates and assumptions or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur, and additional information is obtained. As a result, actual results may differ significantly from our estimates, and any such differences may be material to our financial statements.

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value. Cost is based on the first in, first out method. The Company records reserves, when necessary, to reduce the carrying value of inventory to its net realizable value. Management considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and any subsequent improvements in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

 

Revenue recognition

 

The Company enters into agreements which may contain multiple promises where customers purchase products, services or a combination thereof. Determining whether products and services are considered distinct performance obligations that should be accounted for separately requires judgment. We determine the transaction price for a contract based on the total consideration we expect to receive in exchange for the transferred goods or services.

 

The Company allocates revenue to each performance obligation in proportion to the relative standalone selling prices and recognize revenue when control of the related goods or services is transferred for each obligation. We utilize the observable standalone selling price when available, which represents the price charged for the performance obligation when sold separately.

 

The Company's contracts with customers are generally comprised of purchase orders for the sale of the point of care diagnostic instrument, consumable products, and warranties, or some variation thereof. The instrument and consumables each represent a single performance obligation when sold separately, that is satisfied at a point in time upon transfer of control of the product to the customer which is typically upon receipt of the goods by the customer. The warranties are also a separate performance obligation, whereby revenue is recognized over time.

 

Sales tax is charged on sales to end users, and remitted to the appropriate state authority.

 

Accounts receivable are recorded at net realizable value, and have payment terms of 30 days.

 

Cost of revenue

 

Cost of goods sold consists of materials, and shipping costs incurred internally to produce and receive the products. Shipping and handling costs incurred by the Company are included in cost of goods sold.

 

  6  

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2021 and 2020
(Unaudited) (Stated in United States dollars)

3. Significant accounting policies (continued)

 

Comparative figures

 

Certain prior year amounts have been reclassified to conform to the current year presentation. The change in presentation had no effect on the reported results of operations. Adjustments have been made to the consolidated balance sheets and consolidated statements of loss and comprehensive loss for three months ended March 31, 2020. These changes in classification do not affect previously reported cash flows from operating activities in the consolidated statements of cash flows.

 

4. Prepaid expenses, deposits and deferred financing costs

 

      March 31,       December 31,  
      2021       2020  
Deposits (i)   $ 1,148,755     $ 1,455,119  
Prepaid marketing     15,444       26,330  
Prepaid insurance     109,440       184,154  
Other (ii)     159,078       62,211  
Total   $ 1,432,717     $ 1,727,814  

 

(i) Deposits include payments made to vendors in advance and are primarily associated with inventory, warranties, and research activity. As of March 31, 2021, and December 31, 2020, the Company classified $39,101 and $13,924 as a non-current asset, with the remainder classified as a current asset in the consolidated balance sheets.

(ii) Other is comprised of deferred financing costs, subscription payments, utilities, travel costs, and software licensing. As of March 31, 2021, and December 31, 2020, the Company classified all amounts as a current asset in the consolidated balance sheets.

 

 

  7  

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2021 and 2020
(Unaudited) (Stated in United States dollars)

5. Property and equipment

 

    March 31,     December 31,  
    2021     2020  
             
Computer equipment   $ 387,055     $ 364,165  
Furniture and equipment     110,244       121,281  
Laboratory equipment     220,372       234,087  
Leasehold improvements     272,194       571,460  
      989,865       1,290,993  
                 
Accumulated depreciation and amortization     696,349       707,986  
Net property and equipment   $ 293,516     $ 583,007  

 

Depreciation expense for the three months ended March 31, 2021 was $59,326.

 

6. Intangible assets

 

    March 31,     December 31,  
    2021     2020  
             
Computer software   $ 28,011     $ 22,882  
Trademarks     16,236       16,236  
Website     513,680       513,680  
      557,927       552,798  
                 
Accumulated amortization     234,456       190,135  
Net intangibles   $ 323,471     $ 362,663  

 

Amortization expense for the three months ended March 31, 2021 was $44,321.

 

 

  8  

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2021 and 2020
(Unaudited) (Stated in United States dollars)

7. Leases

 

On February 1, 2020 the Company cancelled its existing lease with Wickfield Phoenix LLC. and entered into a new lease. The new lease period was for 60 months, commencing on February 1, 2020 and ending on January 31, 2025 with a monthly rent payment of $32,452 escalating to $36,525 over the lease period. Upon cancellation of the previous existing lease, the Company received a refund of prepaid rent in the amount of $1,002,113. The carrying value of the right of use asset was $1,061,210 upon cancellation. The Company recorded a loss on right-of-use asset of $59,097 in the consolidated statements of comprehensive loss.

 

On February 1, 2020, the Company recorded a right-of-use asset and a corresponding lease liability in the amount of $1,553,611 using the Company’s incremental borrowing rate of 12%.

 

On February 1, 2021 the Company downsized its office space and modified its existing lease with Wickfield Phoenix LLC. The new lease period was for 48 months, commencing on February 1, 2021 and ending on January 31, 2025 with a monthly rent payment of $12,039 for the first two months and escalating to $30,911 over the lease period. The carrying value of the right of use asset was $1,297,666 upon modification. The Company recorded a gain on right-of-use asset of $24,075 in the consolidated statements of comprehensive loss.

 

On February 1, 2021, the Company recorded a right-of-use asset and a corresponding lease liability in the amount of $1,306,082 using the Company’s incremental borrowing rate of 3.95%.

 

During the three months ended March 31, 2021, the Company recognized $80,714 in rent expense with $18,626 recorded in research and development expenses and $62,088 recorded in general and administrative expense in the consolidated statements of comprehensive loss.

 

 

 

 

  9  

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2021 and 2020
(Unaudited) (Stated in United States dollars)

7. Leases (continued)

 

Right-of-use asset   Premise lease  
Cost        
Aggregate lease commitments   $ 1,387,655  
Less: impact of present value     (81,573 )
Balance at March 31, 2021     1,306,082  
         
Reduction in right-of-use asset        
Straight line amortization     46,256  
Interest     (3,235 )
Balance at March 31, 2021     43,021  
         
Net book value as at:        
March 31, 2021   $ 1,263,061  
         

 

Lease liabilities   Premise lease  
       
Additions   $ 1,306,082  
Payments     (24,077 )
Interest     3,235  
Total lease liabilities at March 31, 2021     1,285,240  
         
Current portion of lease liabilities     306,770  
Long term portion of lease liabilities     978,470  
Total lease liabilities at March 31, 2021   $ 1,285,240  

 

Total remaining undiscounted lease liabilities related to the above lease are as follows:

 

2021 - remainder balance   $ 254,591  
2022     348,790  
2023     359,254  
2024     370,031  
2025     30,911  
Total   $ 1,363,577  

 

  10  

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2021 and 2020
(Unaudited) (Stated in United States dollars)

8. Loan arrangements

 

On October 18, 2017, the Company entered into a loan arrangement with a shareholder of the Company, pursuant to which such shareholder has agreed to provide a loan facility to the Company, whereby the Company may borrow up to $5,000,000, with the proceeds to be used for working capital and general corporate purposes. The term of the loan facility is five (5) years, with principal and interest payments being due only at the time of maturity. Under the loan agreement, the Company may borrow in one or more advances, provided however that a minimum amount of $250,000 must be borrowed at any one time and not more than two advances may occur per month. Interest shall accrue at a rate of fourteen percent (14%) per annum, payable upon maturity. As of March 31, 2021, no amounts have been borrowed.

 

The Coronavirus Aid, Relief, and Economic Security Act, or (“CARES”) Act, was signed into law on March 27, 2020, and provides over $2.0 trillion in emergency economic relief to individuals and businesses impacted by the COVID-19 pandemic. The CARES Act authorized the Small Business Administration to temporarily guarantee loans under a new loan program called the Paycheck Protection Program (the “Program”). The Program provides for 100% federally guaranteed loans to small businesses to allow employers to keep workers employed and maintain payroll during the pandemic and economic downturn. Under the Program, qualified companies are eligible for a loan in an amount equal to the lesser of $10 million or 2.5x the business’s average monthly payroll. Collateral or guarantor support is not required for the loan.

 

Under the Program, the borrower is eligible for loan forgiveness up to the amount the borrower spends on certain eligible costs during the 8-week period beginning on the date the proceeds were received on the loan. Eligible costs under the Program include payroll costs, interest on mortgage obligations incurred before the covered period, rent on leasing agreements and utility services. The amount of loan forgiveness is reduced if there is a reduction in the number of employees or a reduction of greater than 25% in wages paid to employees. Under the Program, proceeds that are not forgiven convert to a loan bearing interest at a fixed rate of 1% payable in 18 equal monthly installments commencing after the forgiveness period. The Program was subsequently amended to allow the borrower to use an extended forgiveness period of 24 weeks beginning on the date the proceeds were received on the loan and to extend the repayment period to 54 months commencing after the 24 week forgiveness period.

 

In April of 2020, the Company received $527,360 under the program. The receipt is currently reported as a current liability and accounted for as a loan. The company filed for forgiveness, pending approval from the Small Business Administration.

 

9. Preferred shares

 

The Company is authorized to issue up to 20 shares of its Series 1 Preferred Shares, all without par value, and each having a stated value of $1,000,000. The Series 1 Preferred Shares do not have voting rights except to the extent required by applicable law and are not convertible into the Company’s common shares. Holders of the Series 1 Preferred Shares will not be entitled to dividends but, in lieu thereof, will receive Net Sales Returns (“Net Sales Returns” is defined as annual payments equal to 9 percent of net sales) until such time as the holders have received total Net Sales Returns equal to 9 times the aggregate stated value of the outstanding Series 1 Preferred Shares. The Company will have the right to redeem the outstanding Series 1 Preferred Shares at any time at a redemption price equal to 9 times the aggregate stated value of the Series 1 Preferred Shares outstanding less the aggregate amount of the Net Sales Returns paid (the “Redemption Amount”).

 

Upon any dissolution, liquidation or winding up, whether voluntary or involuntary, holders of Series 1 Preferred Shares will be entitled to a liquidation preference equal to the stated value of the Series 1 Preferred Shares less the Net Sales Returns paid on the Series 1 Preferred Shares.

 

In the event of a fundamental transaction (defined to include an amalgamation, merger or other business combination transaction involving our company in which the shareholders do not have the right to cast more than 50% of the votes that may be cast for the election of directors, or a sale, lease or other disposition of the properties and/or assets of our company as an entirety or substantially as an entirety to a third party), the holders of the Series 1 Preferred Shares will be entitled to receive consideration for their Series 1 Preferred Shares equal to a multiple of the stated value of the Series 1 Preferred Shares ranging from 5.0 to 9.0 depending on the timing of the fundamental transaction, subject to a cap equal to the redemption amount.

 

 

  11  

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2021 and 2020
(Unaudited) (Stated in United States dollars)

9. Preferred shares (continued)

 

Issued and outstanding preferred stock:

 

    Number of        
    preferred     Preferred  
    stock     stock amount  
Balance at December 31, 2019     12     $ 11,961,397  
Balance at December 31, 2020     12       11,961,397  
Stock redemption     (12 )     (11,961,397 )
Balance at March 31, 2021     -     $ -  

 

The Company exchanged the issued and outstanding shares of its Series 1 Preferred Shares on March 7, 2021 for 24,719,101 of common shares valued at $44,000,000. The difference between the carrying value of the preferred shares and the fair value of the common shares exchanged was charged to accumulated deficit.

 

10. Common shares

 

The Company is authorized to issue an unlimited number of common shares, without par value.

 

Issued and outstanding common shares:

 

    Number of
common stock 		    Common stock
amount 		 
Balance at December 31, 2019     108,038,398     $ 38,566,820  
Stock issued from financing  (i)     20,833,334       1,431,622  
Balance at March 31, 2020     128,871,732     $ 39,998,442  
                 
Balance at December 31, 2020     642,036,228     $ 104,783,612  
Stock issued from financing (ii)     105,013,158       185,243,632  
Stock issued from exercises of warrants (iii)     200,323,821       43,943,602  
Stock issued from preferred share redemption (Note 10)     24,719,101       44,000,000  
Balance at March 31, 2021     972,092,308     $ 377,970,846  

 

(i) On February 14, 2020, the Company completed a registered direct offering (“RDO”) of its common shares and a simultaneous private placement of its warrants (“Series A Warrants”) in a fixed combination of one common share and a Series A Warrant to purchase one common share, resulting in the sale of 20,833,334 common shares and Series A Warrants to purchase 20,833,334 common shares at a combined offering price of $0.12 per share and related Series A Warrant. Each Series A Warrant has an exercise price of $0.20 per share, is exercisable six months after issuance and has a term of 5.5 years. The Company also issued warrants to the placement agents to purchase 1,041,667 common shares at an exercise price of $0.15 per share (“Placement Agent Warrants”), which were exercisable immediately upon issuance and have a term of 5 years. In aggregate, the Company issued 20,833,334 common shares, 20,833,334 Series A Warrants, and an additional 1,041,667 Series A Placement Agent Warrants.

 

 

 

  12  

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2021 and 2020
(Unaudited) (Stated in United States dollars)

10. Common shares (continued)

 

The Company raised $2,500,000 in gross proceeds as part of the RDO. The Company recorded $1,705,655 as the value of common shares under common shares and $794,345 as the value of Series A Warrants under additional paid-in-capital in the consolidated statements of shareholders’ equity.

 

The direct cash costs related to the issuance of the common shares and warrants issued in February 2020 were $348,220. These direct costs were recorded as an offset against the statement of shareholders’ equity with $238,217 being recorded under common shares and $110,003 being recorded under additional paid-in-capital. The Company also recorded the value of the Series A Placement Agent Warrants in the amount of $52,496 as an offset against the statement of shareholders’ equity with $35,816 being recorded under common shares and $16,680 being recorded under additional paid-in-capital.

 

(ii) On February 8, 2021, the Company completed a sale of 91,315,790 common shares at an offering price of $1.90 per share. The company also granted the underwriter a 30-day option to purchase up to 13,697,368 additional common shares at the public offering price.

 

The Company raised $199,525,000 in gross proceeds as part of the offering. The Company recorded $199,525,000 as the value of common shares under common shares.

 

The direct cash costs related to the issuance of the common shares and warrants issued in February 2021 were $14,281,368. These direct costs were recorded as an offset against the statement of shareholders’ equity with the entirety recorded under common shares.

 

(iii) For the three months ended warrant exercises were as follows:

 

Warrant series   Warrants
exercised 		    Amount  
             
Series A     21,677,084     $ 4,293,229  
Series B     3,037,167       455,576  
Series C     37,566,195       5,646,929  
Series D     138,043,375       22,074,940  
Subtotal     200,323,821       32,470,674  
Common stock subscribed     -       (459,600 )
Total     200,323,821     $ 32,011,074  

 

 

 

  13  

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2021 and 2020
(Unaudited) (Stated in United States dollars)

11. Stock-based compensation

 

During the three months ended March 31, 2021, the Company issued stock options to purchase an aggregate of 1,400,000 common shares. The options vest over a period of four years and have an expiration period of ten years. During the three months ended March 31, 2021, no options were exercised. During the three months ended March 31, 2020, the Company issued stock options to purchase an aggregate of 5,056,000 common shares. The options vest over a period of four years and have an expiration period of five years.

 

The continuity of stock options are as follows:

 

    Number of
Options 		    Weighted Avg
Exercise Price 		 
Balance at December 31, 2020     39,604,515     $ 0.36  
Stock options forfeited     (3,965,265 )   $ 1.52  
Stock options forfeited     (18,750 )   $ 0.19  
Stock options granted     800,000     $ 1.87  
Stock options granted     200,000     $ 2.06  
Stock options granted     200,000     $ 1.88  
Stock options granted     200,000     $ 2.49  
Balance at March 31, 2021     37,020,500     $ 0.30  
Vested at March 31, 2021     11,916,500     $ 0.29  

 

As at March 31, 2021, details of the issued and outstanding stock options were as follows:

 

Grant date   Exercise
price 		    Number of
options issued
and outstanding 		    Number of
vested options
outstanding 		    Number of
unvested options
outstanding 		    Weighted Avg
Remaining Life
outstanding
(years) 		 
August 19, 2019     0.26       500,000       500,000       -       0.39  
August 19, 2019     0.35       100,000       100,000       -       0.39  
August 19, 2019     0.45       100,000       100,000       -       0.39  
August 19, 2019     0.55       100,000       100,000       -       0.39  
August 19, 2019     0.65       100,000       100,000       -       0.39  
August 19, 2019     0.75       100,000       100,000       -       0.39  
September 16, 2019     0.43       500,000       500,000       -       0.46  
March 14, 2020     0.19       3,705,500       1,852,750       1,852,750       3.96  
June 16, 2020     0.19       2,000,000       2,000,000       -       4.21  
July 9, 2020     0.18       175,000       43,750       131,250       4.28  
August 25, 2020     0.13       40,000       10,000       30,000       4.41  
September 29, 2020     0.11       300,000       75,000       225,000       4.50  
October 1, 2020     0.11       300,000       75,000       225,000       4.51  
October 20, 2020     0.09       40,000       10,000       30,000       4.56  
December 31, 2020     0.23       27,560,000       6,000,000       21,560,000       9.76  
February 26, 2021     1.87       800,000       200,000       600,000       9.92  
March 1, 2021     2.06       200,000       50,000       150,000       9.92  
March 8, 2021     1.88       200,000       50,000       150,000       9.94  
March 15, 2021     2.49       200,000       50,000       150,000       9.96  
Balance at March 31, 2021             37,020,500       11,916,500       25,104,000          

 

  14  

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2021 and 2020
(Unaudited) (Stated in United States dollars)

11. Stock-based compensation (continued)

 

The Company calculates volatility of stock-based compensation using the historical price of the Company’s stock. An increase/decrease in the volatility would have resulted in an increase/decrease in the fair value of the options.

 

The fair value of options granted during the three months ended March 31, 2021 and March 31, 2020 was estimated using the Black-Scholes option pricing model to determine the fair value of options granted using the following assumptions:

 

    March 14, 2020     February 26, 2021  
Volatility     87 %     117 %
Risk-free interest rate     0.49 %     0.95 %
Expected life (in years)     5       10  
Dividend yield     0 %     0 %
Common share price   $ 0.18     $ 1.87  
Strike price   $ 0.19     $ 1.87  
Forfeiture rate     0       0  

 

    March 1, 2021     March 8, 2021  
Volatility     117 %     117 %
Risk-free interest rate     0.92 %     1.07 %
Expected life (in years)     10       10  
Dividend yield     0 %     0 %
Common share price   $ 2.06     $ 1.88  
Strike price   $ 2.06     $ 1.88  
Forfeiture rate     0        0   

 

    March 15, 2021    
Volatility     117 %  
Risk-free interest rate     1.06 %  
Expected life (in years)     10    
Dividend yield     0 %  
Common share price   $ 2.49    
Strike price   $ 2.49    
Forfeiture rate     0    

 

The Company recorded $1,282,741 and $155,022 of stock-based compensation for the three months ended March 31, 2021 and 2020, respectively. For the three months ended March 31, 2021 and 2020 there were no stock options exercised.

 

 

  15  

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2021 and 2020
(Unaudited) (Stated in United States dollars)

12. Warrants

 

The Company calculates volatility of warrants based on the historical price of the Company’s stock. An increase/decrease in the volatility would have resulted in an increase/decrease in the fair value of the options.

 

In connection with the February 14, 2020 registered direct offering, the Company issued 20,833,334 five and one half-year Series A warrants to purchase one share of common stock at an exercise price of $.20. The Company also issued 1,041,667 warrants to purchase a share of common stock at an exercise price of $0.15 per share to the placement agents.

 

In connection with the April 9, 2020 CMPO, the Company issued 16,666,667 five-year Series B Warrants to purchase one common share at an exercise price of $0.15. The Company also issued 1,666,667 Placement Agent Warrants to purchase one common share at an exercise price of $0.15 per share.

 

In connection with the May 29, 2020 public offering, the Company issued 133,333,333 two-year Series C Warrants to purchase one common share at an exercise price of $0.15. The Company also issued 12,170,000 Series C Pre-Funded Warrants to purchase common shares at an exercise price of $0.0001 on a cashless exercise basis. As of December 31, 2020, all of the Series C Pre-Funded Warrants have been exercised.

 

In connection with the July 7, 2020 public offering, the Company issued 187,500,000 two-year Series D Warrants to purchase one common share at an exercise price of $0.16. The Company also issued 25,000,000 Series D Pre-Funded Warrants to purchase common shares at an exercise price of $0.0001 on a cashless exercise basis. As of December 31, 2020, all of the Series D Pre-Funded Warrants have been exercised.

 

As at March 31, 2021, details of the outstanding warrants were as follows:

 

Original Issue date   Exercise
Price 		    Warrants
Outstanding 		    Weighted Average
Remaining Life 		 
                   
February 14, 2020     0.20       -       -  
February 14, 2020     0.15       197,917       3.87  
April 9, 2020     0.15       366,585       4.03  
May 29, 2020     0.15       276,500       1.16  
July 7, 2020     0.16       856,000       1.27  
Balance at March 31, 2021             1,697,002          

 

 

  16  

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2021 and 2020
(Unaudited) (Stated in United States dollars)

13. Commitments and contingencies

 

On May 10, 2018, the Company entered into a Development, Commercialization and Exclusive Distribution Agreement. As part of the agreement, the Company is required to make the following future milestone payments:

 

• 1st payment: $3,500,000 in cash payment upon the achievement of future development milestones

 

• 2nd payment: $3,500,000 in equity, determined by dividing the amount due by the volume-weighted average price of the Company’s common stock on the NYSE American exchange over the 10 trading days prior to the achievement of the milestone event.

 

As at March 31, 2021, none of the future development milestones related to the above agreement have been met. The Company has assessed the probability of meeting the above milestones and has determined that an accrual is not necessary at March 31, 2021.

 

From time to time, the Company may be exposed to claims and legal actions in the normal course of business. As at March 31, 2021, and continuing as of May 12, 2021, the Company is not aware of any pending or threatened material litigation claims against the Company, other than as described below.

 

On November 1, 2019, Heska Corporation (“Heska”) filed a complaint for damages and injunctive relief (the “Complaint”) in the United States District Court for the Middle District of North Carolina, Case 1:19-cv-01108-LCB-JLW, against Qorvo US, Inc. (“Qorvo US”), Qorvo Biotechnologies, LLC (“Qorvo Biotech” and, together with Qorvo US, “Qorvo”) and the Company (collectively with Qorvo, the “Defendants”) which was amended on November 22, 2019. The amended Complaint alleges, among other things, that the Defendants improperly obtained Heska’s trade secrets and confidential information and/or conspired to use improper means to misappropriate Heska’s trade secrets related to an instrument and related consumable products for performing immunoassay analysis of biomarkers and other substances. The amended Complaint seeks compensatory and exemplary damages, as well as preliminary and permanent injunctive relief to prevent the Defendants from commercializing our TRUFORMA® diagnostic instrument. On January 21, 2020, the Defendants filed a motion seeking dismissal of the Complaint. On February 11, 2020, Heska filed its response to the Defendants’ motion to dismiss to which the Defendants responded on February 25, 2020. Heska subsequently moved to strike a portion of the Defendants’ response. On September 30, 2020, the court denied the Defendants’ motion to dismiss and granted Heska’s motion to strike. On October 14, 2020 the Defendants filed their answer to the amended Complaint. On May 10, 2021, the Defendants filed an updated answer and counterclaims to Heska’s amended complaint alleging unfair and deceptive trade practices claims against Heska. Discovery is ongoing. The Company believes that the allegations in the amended Complaint have no merit and will not have a material adverse effect on our business, results of operations or financial condition.

 

Under the terms of the Development and Supply Agreement, dated November 26, 2018, by and between Qorvo Biotech and the Company (as amended, the “Qorvo Agreement”), Qorvo Biotech agreed to indemnify the Company and certain related parties against claims alleging infringement or misappropriation of third-party intellectual property rights, subject to certain limitations and exceptions. Qorvo Biotech has notified the Company that Qorvo Biotech has assumed the defense of the amended Complaint and will indemnify the Company for losses arising from the amended Complaint in accordance with the terms of the Qorvo Agreement. Qorvo Biotech has further advised us that it intends to mount a vigorous defense to the claims in the amended Complaint, and that it believes the allegations contained in the amended Complaint are without merit.

 

 

 

 

 

 

  17  

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2021 and 2020
(Unaudited) (Stated in United States dollars)

14. Financial instruments

 

(a) Fair values

 

The Company follows ASC topic 820, “Fair Value Measurements” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC topic 820 apply to other accounting pronouncements that require or permit fair value measurements. ASC topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date; and establishes a three level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refers broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. To increase consistency and comparability in fair value measurements and related disclosures, the fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of the hierarchy are defined as follows:

 

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly for substantially the full term of the financial instrument.

 

Level 3 inputs are unobservable inputs for asset or liabilities.

 

The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

The carrying values of cash, trade and other receivable, accounts payable and accrued liabilities and shareholder loans payable approximates their fair values because of the short-term nature of these instruments.

 

(b) Interest rate and credit risk

 

Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in interest rates. The Company does not believe that the results of operations or cash flows would be affected to any significant degree by a sudden change in market interest rates, relative to interest rates on cash and cash equivalents, due to the short-term nature of these balances.

 

(c) Foreign exchange risk

 

The Company has balances in Canadian dollars that give rise to exposure to foreign exchange (“FX”) risk relating to the impact of translating certain non-U.S. dollar balance sheet accounts as these statements are presented in U.S. dollars. A strengthening U.S. dollar will lead to a FX loss while a weakening U.S. dollar will lead to a FX gain. For each Canadian dollar balance of $1.0 million, a +/- 10% movement in the Canadian currency held by the Company versus the U.S. dollar would affect the Company’s loss and other comprehensive loss by $0.1 million.

 

 

 

 

 

 

  18  

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2021 and 2020
(Unaudited) (Stated in United States dollars)

14. Financial instruments (continued)

 

(d) Liquidity risk

 

Liquidity risk is the risk that the Company will encounter difficulty raising liquid funds to meet commitments as they fall due. In meeting its liquidity requirements, the Company closely monitors its forecasted cash requirements with expected cash drawdown.

 

The following are the contractual maturities of the undiscounted cash flows of financial liabilities as at March 31, 2021 and December 31, 2020:

 

                    March 31, 2021
      Less than       3 to 6       6 to 9       9 months       Greater than          
      3 months       months       months       1 year       1 year       Total  
Third parties                                                
Accounts payable and accrued liabilities   $ 1,128,233     $ -     $ -     $ -     $ -     $ 1,128,233  
Debt obligations     527,360       -       -       -       -       527,360  
Lease obligations     75,413       75,980       76,551       78,826       978,470       1,285,240  
    $ 1,731,006     $ 75,980     $ 76,551     $ 78,826     $ 978,470     $ 2,940,833  

 

                                      December 31, 2020  
      Less than       3 to 6       6 to 9       9 months       Greater than          
      3 months       months       months       1 year       1 year       Total  
Third parties                                                
Accounts payable and accrued liabilities   $ 1,248,628     $ -     $ -     $ -     $ -     $ 1,248,628  
Debt obligations     527,360       -       -       -       -       527,360  
Lease obligations     59,662       62,463       64,356       66,307       1,087,998       1,340,786  
    $ 1,835,650     $ 62,463     $ 64,356     $ 66,307     $ 1,087,998     $ 3,116,774  

 

15. Segment information

 

The Company's operations comprise a single reportable segment engaged in the research, development targeting health and wellness solutions for the companion animal. As the operations comprise a single reportable segment, amounts disclosed in the financial statements for loss for the period, depreciation and total assets also represent segmented amounts. In addition, all the Company's long-lived assets are in the United States of America (“US”).

 

      March 31,       December 31,  
      2021       2020  
Canada   $ 250,972,315     $ 53,160,701  
US     29,496,408       12,983,333  
Total assets   $ 280,468,723     $ 66,144,034  
                 
Total US property and equipment   $ 293,516     $ 583,007  
Total US right-of-use asset     1,263,062       1,318,716  
    $ 1,556,578     $ 1,901,723  

 

  19  

Zomedica Corp.

Notes to the condensed consolidated financial statements

For the three months ended March 31, 2021 and 2020
(Unaudited) (Stated in United States dollars)

16. Loss per share

 

    For the three months
ended March 31, 2021 		    For the three months
ended March 31, 2020 		 
             
Numerator                
Net loss for the period   $ (4,036,817 )   $ (2,450,618 )
Charge to retained earnings for preferred share exchange     (32,038,603 )     -  
Loss attributable to common shareholders     (36,075,420 )     (2,450,618 )
                 
Denominator                
Weighted average shares - basic     890,245,654       118,340,596  
Stock options     -       -  
Warrants     -       -  
Denominator for diluted loss per share     890,245,654       118,340,596  
                 
Loss per share - basic and diluted   $ (0.04 )   $ (0.02 )

 

For the above-mentioned periods, the Company had stock options and warrants outstanding which could potentially dilute basic earnings per share in the future but were excluded from the computation of diluted loss per share in the periods presented, as their effect would have been anti-dilutive.

 

 

  20  

 

 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATION

 

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and the related notes and the other financial information included elsewhere in this Report. This discussion contains forward-looking statements and forward-looking information under applicable Canadian securities legislation (collectively, “forward-looking statements”) that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Report, and those set forth in our most recent Annual Report on Form 10-K particularly those under “Risk Factors” discussed below and in our most recent Annual Report on Form 10-K

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and pursuant to applicable Canadian securities legislation that are based on management’s beliefs and assumptions and on information currently available to management. Some of the statements under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Report contain forward-looking statements. In some cases, you can identify forward-looking statements through our use of words such as “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words.

 

There are a number of important factors that could cause the actual results to differ materially from those expressed in any forward-looking statement made by us. These factors include, but are not limited to:

 

· our ability to successfully commercialize our lead product, TRUFORMA®;

 

· our ability to successfully expand our internal sales team to market and sell TRUFORMA® and any other products we develop or acquire and the related cost and timing thereof;

 

· our ability to obtain funding for our operations;

 

· the ability of our contract partners and contractors to appropriately conduct our product development, validation studies, verification studies, and beta testing, and certain other development activities;

 

· the ability of our contract manufacturing organizations to manufacture and supply our products;

 

· our plans to develop and commercialize our planned and future products;

 

· the expected impact of the novel coronavirus pandemic on our operations, including the development, manufacturing, and commercialization of our TRUFORMA® platform and the five initial assays;

 

· our ability to develop and commercialize products that can compete effectively;

 

· the size and growth of the veterinary diagnostics and medical device markets;

 

· our ability to obtain and maintain intellectual property protection for our planned and future products candidates;

 

· regulatory developments in the United States;

 

· the loss of key personnel;

 

  21  

 

· our expectations regarding the period during which we will be an “emerging growth company” under the JOBS Act;

 

· the accuracy of our estimates regarding expenses, future revenues, capital requirements and needs for additional financing;

 

· our ability to maintain the listing of our common shares on the NYSE American exchange; and

 

· our status as a “passive foreign investment company” for U.S. federal income tax purposes.

 

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements. Please see “Risk Factors” below and in our most recent Annual Report on Form 10-K for additional risks which could adversely impact our business and financial performance.

 

All forward-looking statements are expressly qualified in their entirety by this cautionary notice. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this Report or the date of the document incorporated by reference into this Report. We have no obligation, and expressly disclaim any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. We have expressed our expectations, beliefs and projections in good faith, and we believe they have a reasonable basis. However, we cannot assure you that our expectations, beliefs or projections will result or be achieved or accomplished.

 

Overview

 

We are a veterinary health company creating products for companion animals by focusing on the unmet needs of clinical veterinarians. We expect that our product portfolio will include innovative diagnostics and medical devices that emphasize patient health and practice health. With a team that includes clinical veterinary professionals, our goal is to provide veterinarians the opportunity to increase productivity and grow revenue while better serving the animals in their care.

 

Our strategic focus is on the commercialization of our TRUFORMA® diagnostic biosensor platform and the final development and commercialization of the first five assays for the detection of adrenal and thyroid disorders in cats and dogs. The TRUFORMA® platform uses Bulk Acoustic Wave (BAW) technology to provide a non-optical and fluorescence free detection system for use at the point-of-care. We believe that BAW technology will enable precise and repeatable test results at the point-of-care during a typical veterinary appointment.

 

As TRUFORMA®’s market presence grew, we intended to transition from a distributor-based sales model to a direct sales organization. However, due to anticipated changes at our current distributor that we believe have impacted its ability to market our products effectively, we will be accelerating that transition and the building of a direct sales organization.

 

Zomedica currently employs nine direct field commercialization personnel, supported by two regional managers, a Vice President of Sales, and a Chief Commercial Officer.

 

Following the commercial launch of TRUFORMA®, we expect to continue the development of another point-of-care diagnostic platform, which is based on miniaturized laser-based Raman spectroscopy technology and is designed to detect pathogens in companion animals. We believe this platform will enable the identification of biological and biochemical signatures in complex biological samples and has the potential to achieve reference lab sensitivity/specificity to screen for a wide range of pathogens in companion animal feces, urine, respiratory, and dermatological samples in minutes without the need for extensive sample prep or the use of reagents. The diagnostic platform requires a small fecal sample preparation. Additionally, the platform has automated analysis and does not require specialized staff training. We believe that this diagnostic platform does not require pre-market regulatory approval for use with companion animals in the United States.

 

  22  

 

We have performed initial development work on a circulating tumor cell (CTC) “liquid biopsy” product for use in a reference lab setting as a canine cancer diagnostic. This product is intended for use to detect canine cancers faster, more affordably and less invasively compared to existing methods, which can be expensive and cost-prohibitive for pet owners. We have worked on the development of an assay that targets hard-to-diagnose canine cancers, such as hemangiosarcoma and osteosarcoma.

 

Consistent with our focus on the development of point-of-care diagnostic products, we intend to seek one or more partners for the further development and commercialization of the liquid biopsy product.

 

Through the year ended December 31, 2020, we were a development-stage company with no commercialized products, and we did not generate any revenue from product sales. We have incurred significant net losses since our inception. We incurred net losses of approximately $4.0 million and approximately $2.5 million for the three months ended March 31, 2021 and March 31, 2020 and approximately $16.9 million and $19.8 million for the years ended December 31, 2020 and December 31, 2019 respectively. These losses have resulted principally from costs incurred in connection with investigating and developing our product candidates, research and development activities, and general and administrative costs associated with our operations. As of March 31, 2021, we had an accumulated deficit of approximately $105.0 million and cash and cash equivalents of approximately $276.6 million.

 

For the foreseeable future, we expect to continue to incur losses, which will increase from historical levels as we continue the commercialization of our TRUFORMA® platform, expand our product development activities, and expand our sales and marketing activities.

 

For further information on the regulatory, business and product pipeline, please see the “Business” section of this Annual Report on Form 10-K. For further information on the risk factors, please see the “Risk Factors” section of this Annual Report on Form 10-K.

 

Revenue

 

We launched our TRUFORMA® platform and our first three assays during the first quarter of 2021. Our revenue consisted of instruments, cartridges, and warranty services sold in the U.S.

 

Cost of Revenue

 

Cost of revenue consists primarily of costs related to the costs of manufacturing instruments and cartridges and the related warranty purchases. We expense all inventory obsolescence provisions related to normal manufacturing changes as cost of revenue.

 

Operating Expenses

 

The majority of our operating expenses to date have been for the general and administrative activities related to general business activities, capital market activities and stock-based compensation, developing a commercial team, and research and development activities related to our lead product candidates.

 

Research and Development Expense

 

All costs of research and development are expensed in the period in which they are incurred. Research and development costs primarily consist of salaries and related expenses for personnel, fees paid to consultants, outside service providers, professional services, travel costs and materials used in clinical trials and research and development.

 

Selling General and Administrative Expense

 

Selling, general and administrative expense consists of personnel costs, including salaries, related benefits and stock-based compensation for employees, consultants and directors. General and administrative expenses also include rent and other facilities costs, professional fees, amortization and depreciation.

 

  23  

 

Income Taxes

 

As of December 31, 2020, we had net operating loss carryforwards for U.S. federal and state income tax purposes of approximately $19.6 million and non-capital loss carryforwards for Canada of approximately $27.8 million, which will begin to expire in fiscal year 2035. We have evaluated the factors bearing upon the realizability of our deferred tax assets, which are comprised principally of net operating loss carryforwards and non-capital loss carryforwards. We concluded that, due to the uncertainty of realizing any tax benefits as of December 31, 2020, a valuation allowance was necessary to fully offset our deferred tax assets. There has been no significant change in the first three months ended March 31, 2021.

 

Critical Accounting Policies and Significant Judgments and Estimates

 

Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of our consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and revenue, costs and expenses and related disclosures during the reporting periods. On an ongoing basis, we evaluate our estimates and judgments, including those described below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

JOBS Act

 

The Jumpstart Our Business Startups Act, or the JOBS Act, contains provisions that, among other things, reduce certain reporting requirements for an “emerging growth company.” We have irrevocably elected not to avail ourselves of the JOBS Act provision that an emerging growth company may delay adopting new or revised accounting standards until such times as those standards apply to private companies.

 

In addition, as an “emerging growth company” we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, and (ii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis). These exemptions will apply until December 31, 2022 or until we no longer meet the requirements of being an “emerging growth company,” whichever is earlier.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the year. Actual results could differ from those estimates.

 

Areas where significant judgment is involved in making estimates are the determination of fair value of stock-based compensation, the useful lives of property and equipment, allocation of proceeds from financings to shares and warrants, and fair value of warrants and placement agent warrants. 

 

Research and Development Costs

 

Research and development expenses comprise costs incurred in performing research and development activities, including salaries and benefits, safety and efficacy studies, contract manufacturing costs, contract research costs, patent procurement costs, materials and supplies and occupancy costs. Research and development activities include internal and external activities associated with research and development studies of current product candidates and advancing product candidates towards commercialization.

 

Research and development costs related to continued research and development programs are expensed as incurred in accordance with ASC topic 730.

 

  24  

 

Translation of Foreign Currencies

 

The functional currency, as determined by management, is U.S. dollars, which is also our reporting currency. Transactions denominated in currencies other than U.S. dollars and the monetary value of assets and liabilities are translated at the period end exchange rates. Revenue and expenses are measured at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these other transactions are recognized in the consolidated statements of operations and comprehensive loss.

 

Stock-Based Compensation

 

We measure the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted if the fair value of the goods or services received by us cannot be reliably estimated.

 

We calculate stock-based compensation using the fair value method, under which the fair value of the options at the grant date is calculated using the Black-Scholes Option Pricing Model, and subsequently expensed over the vesting period of the option using the graded vesting method. The provisions of our stock-based compensation plans do not require us to settle any options by transferring cash or other assets, and therefore we classify the awards as equity. Stock-based compensation expense recognized during the period is based on the value of stock-based payment awards that are ultimately expected to vest. We estimate forfeitures at the time of grant and revise these estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated based on an average of the term of the options. The risk-free rate assumed in valuing the options is based on the U.S. treasury yield curve in effect at the time of grant for the expected term of the option. The expected dividend yield percentage at the date of grant is zero as we are not expected to pay dividends in the foreseeable future.

 

Loss Per Share

 

Basic loss per share, or EPS, is computed by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive.

 

The dilutive effect of stock options is determined using the treasury stock method. Stock options and warrants to purchase our common shares issued during the period were not included in the computation of diluted EPS, as the effect would be anti-dilutive.

 

Comprehensive Loss

 

We follow ASC topic 220. This statement establishes standards for reporting and display of comprehensive (loss) income and its components. Comprehensive loss is net loss plus certain items that are recorded directly to shareholders' equity. We currently have no other comprehensive loss items. 

 

 

  25  

 

Results of Operations

 

Revenue

 

Revenue for the three months ended March 31, 2021 was $14,124 and resulted from the sale of our TRUFORMA® products and associated warranties. We commenced commercialization of TRUFORMA® on March 15, 2021 and accordingly had only limited sales activity in the first quarter of 2021. We expect that revenue will increase in subsequent periods as we increase our sales and marketing activities and have full periods during which we obtain sales and record related revenue.

 

Cost of Revenue

 

Cost of revenue for the three months ended March 31, 2021 was $5,658. As noted above, commercialization of TRUFORMA® commenced on March 15, 2021. We expect that cost of revenue will increase as we sell additional products in subsequent periods.

 

Research and Development

 

Research and development expense for the three months ended March 31, 2021 was approximately $0.4 million compared to approximately $0.6 million for the three months ended March 31, 2020, a decrease of approximately $0.2 million, or 34%. The decrease was a result of an overall reduction in research and development activity as we curtailed our drug development activities, and a reduction in development costs related to TRUFORMA® as we completed development of the instrument and three of the first five assays and began commercialization.

 

Selling, General and Administrative

 

Selling, general and administrative expense for the three months ended March 31, 2021 was approximately $3.5 million, compared to approximately $1.7 million for the three months ended March 31, 2020, an increase of approximately $1.8 million, or 105%. The increase primarily was due to an increase in share-based compensation expense which was approximately $1.3 million for the three months ended March 31, 2021 compared to approximately $0.2 million for the comparable period in 2020 as a result of stock option grants made during the first quarter of 2021. Other significant increases include professional fees incurred in connection with the exchange of the Series 1 preferred shares, and fees associated with SEC filings for $.7 million.

 

  26  

 

 

Net Loss

 

Our net loss for the three months ended March 31, 2021 was approximately $4.0 million. We also incurred a direct charge to retained earnings as a result of the exchange of the Series 1 preferred shares of approximately $32.0 million as a result of the exchange of the Series 1 preferred shares, resulting in a net loss of $0.04 per share, compared to a net loss of approximately $2.5 million, or $0.02 per share, for the three months ended March 31, 2020, an increase of approximately $1.5 million, or 60%. The net loss in each period was attributed to the matters described above. We expect to continue to record net losses in future periods until such time as we have sufficient revenue from product sales to offset our operating expenses.

 

Cash Flows

 

Three months ended March 31, 2021 compared to three months ended March 31, 2020

 

The following table shows a summary of our cash flows for the periods set forth below:

 

      Three months ended       Three months ended                  
      March 31, 2021       March 31, 2020       Change          
      $       $       $       %  
Cash flows used in operating activities     (2,638,333 )     (2,173,127 )     (465,206 )     21.4 %
Cash flows (used in) from investing activities     (18,026 )     1,007,513       (1,025,539 )     -101.8 %
Cash flows from financing activities     217,266,516       2,151,780       215,114,736       9997.1 %
Increase in cash     214,610,157       986,166       213,623,991       21662.1 %
Cash and cash equivalents, beginning of period     61,991,703       510,586       61,481,117       12041.3 %
Cash and cash equivalents , end of period     276,601,860       1,496,752       275,105,108       18380.1 %

 

Operating Activities

 

Net cash used in operating activities for the three months ended March 31, 2021 was approximately $2.6 million, compared to approximately $2.2 million for the three months ended March 31, 2020, an increase of approximately $0.4 million, or 21%. The increase in cash used in operations primarily resulted from the increase in our operating loss, as well inventory purchases of approximately $0.3 million related to our preparation for commercialization of our TRUFORMA® product, as well as changes in working capital items, offset in part by an increase in non-cash expenses including stock-based compensation of approximately $1.3 million, loss on fixed asset dispositions of approximately $0.2 million and positive changes in other non-cash items.

 

  27  

 

 

Investing Activities

 

Net cash used in investing activities for the three months ended March 31, 2021 was $18,026, compared to cash from investing activities of approximately $1.0 million for the three months ended March 31, 2020, a decrease of approximately $1.0 million, or 102%. The decrease primarily resulted from cash received from the repurchase of our previously prepaid lease for approximately $1.0 million during the first quarter of 2020.

 

Financing Activities 

 

Net cash from financing activities for the three months ended March 31, 2021 was approximately $217.3 million, compared to approximately $2.2 million for the three months ended March 31, 2020, an increase of $215.1 million, or 9,997%. Cash from financing activities in the first quarter of 2021 primarily resulted from approximately $199.5 million of proceeds from the February 2021 public offering of our common shares, partially offset by stock issuance costs of approximately $14.3 million.

 

Liquidity and Capital Resources

 

We have incurred losses and negative cash flows from operations since our inception in May 2015. As of March 31, 2021, we had an accumulated deficit of approximately $105.0 million. We have funded our working capital requirements primarily through the sale of our equity and equity-related securities and the exercise of stock options and warrants.

 

At March 31, 2021, the Company had cash and cash equivalents of approximately $276.6 million, inventory of approximately $0.3 million, prepaid expenses and deposits of approximately $1.4 million, accounts receivable of $8,535 and tax credits receivable of approximately $0.2 million. At March 31, 2021, current assets amounted to approximately $278.5 million and current liabilities were approximately $2.0 million, resulting in working capital (defined as current assets minus current liabilities) of approximately $276.5 million.

 

On March 7, 2021, we exchanged the 12 issued and outstanding shares of our Series 1 Preferred Shares for 24,719,101 common shares valued at $44.0 million.

 

Subsequent to March 31, 2021, warrants and stock options to purchase 625,000 and 1,632,776 common shares, respectively were exercised, resulting in additional cash proceeds of approximately $0.7 million.

 

In December 2018, we entered into an at-the-market equity offering sales agreement with Cantor Fitzgerald & Co. under which we may sell pursuant to the universal shelf registration statement common shares in the United States only, from time to time, for up to $50.0 million and which was amended on March 25, 2019 to $10.0 million in aggregate sales proceeds in "at the market" transactions. No sales of common shares were made under the sales agreement, and the program was inactive at March 31, 2021.

 

On October 17, 2017 we entered into a five-year $5,000,000 unsecured working capital facility with Equidebt LLC, one of our shareholders (the “Equidebt Facility”). Amounts borrowed under the Equidebt Facility bear interest at a rate of 14% per annum payable at maturity. All amounts borrowed under the Equidebt Facility become due and payable on October 17, 2022. We can make two borrowings per month under the Equidebt Facility, each of which must be for a minimum of $250,000. No amounts were outstanding under the Equidebt Facility at March 31, 2021.

 

  28  

 

We believe that our existing cash resources will be sufficient to fund our expected working capital needs through December 2023. If we raise additional funds by issuing equity securities, our existing security holders will likely experience dilution, and the incurring of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict operations. In the event that we are unable to obtain sufficient capital to meet our working capital requirements, we may be required to change or curtail current or planned operations in order to conserve cash until such time, if ever, that sufficient proceeds from operations are generated. In such an event, we may not be able to take advantage of business opportunities and may have to terminate or delay safety and efficacy studies, curtail our product development programs, or sell or assign rights to our product candidates, products and technologies.

 

Our future capital requirements depend on many factors, including, but not limited to:

 

• the scope, progress, results and costs of researching and developing our current or future product candidates;

 

• the number and characteristics of the product candidates we pursue;

 

• the cost of manufacturing our current and future product candidates and any products we successfully commercialize;

 

• the cost of commercialization activities including marketing, sales, service, customer support and distribution costs;

 

• the expenses needed to attract and retain skilled personnel;

 

• the costs associated with being a public company;

 

• our ability to establish and maintain strategic collaborations, licensing or other arrangements and the financial terms of such agreements;

 

• the scope and terms of our business plans from time to time, and our ability to realize upon our business plans;

 

• the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing possible patent claims, including litigation costs and the outcome of any such litigation; and

 

• the costs associated with additional business development or mergers and acquisitions activity

 

Off Balance Sheet Arrangements

 

Since inception, we have not engaged in the use of any off-balance sheet arrangements, such as structured finance entities, special purpose entities or variable interest entities.

 

Outstanding Share Data

 

The only class of outstanding voting equity securities of the Company are the common shares. As of May 10, 2021,

 

• there are 974,350,084 common shares issued and outstanding.

 

• there are stock options outstanding under our Stock Option Plan to acquire an aggregate of 34,862,724 common shares.

 

• there are common share purchase warrants outstanding to acquire an aggregate of 197,917 common shares at an exercise price of $0.15 per share issued in February 2020.

 

  29  

 

• there are common share purchase warrants outstanding to acquire an aggregate of 366,585 common shares at an exercise price of $0.15 per share issued in April 2020.

 

• there are common share purchase warrants outstanding to acquire an aggregate of 276,500 common shares at an exercise price of $0.15 per share issued in May 2020.

 

• there are common share purchase warrants outstanding to acquire an aggregate of 231,000 common shares at an exercise price of $0.16 per share issued in July 2020.

 

• All of the currently outstanding warrants also have a “cashless exercise” feature which is applicable in certain circumstances. The cashless exercise feature could result in the potential issuance of common shares based upon the “in-the-money” value of the applicable warrants at the time of exercise of the applicable warrants. The number of the common shares that may be issued is not determinable. However, the number of common shares that are issuable is based upon a formula contained in the applicable warrants, which determines the number of common shares issuable by dividing the “in-the-money” value (based upon the then current market price, as provided in the applicable warrants) by the then current market price, and multiplying this result by the number of common shares that are issuable under the applicable warrants pursuant to cash exercise.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  30  

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

Evaluation of Our Disclosure Controls

 

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that material information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, our chief executive officer and our chief financial officer, to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial officer concluded that, as of March 31, 2021, our disclosure controls and procedures were effective.  

 

Changes in Internal Controls

 

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) during the period covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

On November 1, 2019, Heska Corporation (“Heska”) filed a complaint for damages and injunctive relief (the “Complaint”) in the United States District Court for the Middle District of North Carolina, Case 1:19-cv-01108-LCB-JLW, against Qorvo US, Inc. (“Qorvo US”), Qorvo Biotechnologies, LLC (“Qorvo Biotech” and, together with Qorvo US, “Qorvo”) and us (collectively with Qorvo, the “Defendants”) which was amended on November 22, 2019. The amended Complaint alleges, among other things, that the Defendants improperly obtained Heska’s trade secrets and confidential information and/or conspired to use improper means to misappropriate Heska’s trade secrets related to an instrument and related consumable products for performing immunoassay analysis of biomarkers and other substances. The amended Complaint seeks compensatory and exemplary damages, as well as preliminary and permanent injunctive relief to prevent the Defendants from commercializing our TRUFORMATM diagnostic instrument. On January 21, 2020, the Defendants filed a motion seeking dismissal of the Complaint. On February 11, 2020, Heska filed its response to the Defendants’ motion to dismiss to which the Defendants responded on February 25, 2020. Heska subsequently moved to strike a portion of the Defendants’ response. On September 30, 2020, the court denied the Defendants’ motion to dismiss and granted Heska’s motion to strike. On October 14, 2020 the Defendants filed their answer to the amended Complaint. On May 10, 2021, the Defendants filed an updated answer and counterclaims to Heska’s amended complaint alleging unfair and deceptive trade practices claims against Heska. Discovery is ongoing. We believe that the allegations in the amended Complaint have no merit and will not have a material adverse effect on our business, results of operations or financial condition.

 

  31  

 

Under the terms of the Development and Supply Agreement, dated November 26, 2018, by and between Qorvo Biotech and the Company (as amended, the “Qorvo Agreement”), Qorvo Biotech agreed to indemnify us and certain related parties against claims alleging infringement or misappropriation of third-party intellectual property rights, subject to certain limitations and exceptions. Qorvo Biotech has notified us that Qorvo Biotech has assumed the defense of the amended Complaint and will indemnify us for losses arising from the amended Complaint in accordance with the terms of the Qorvo Agreement. Qorvo Biotech has further advised us that it intends to mount a vigorous defense to the claims in the amended Complaint, and that it believes the allegations contained in the amended Complaint are without merit.

 

 

Item 1A. Risk Factors.

 

If we are unable to establish an effective direct sales capability, our ability to market and sell our existing and future products and our ability to generate product revenue will be materially and adversely affected.

 

As a result of our experience with the initial commercialization of TRUFORMA®, we have recently changed our sales strategy to focus on enhancing our internal capability to sell our existing and future products. As part of this strategic change, we are hiring additional sales personnel and sales support staff. We expect that expanding our internal sales capability will increase our compensation and other expenses. While members of our management team are experienced in the marketing, sale and distribution of animal diagnostic products, we as a company have not previously commercialized any products and there are significant risks involved in building and managing a sales organization, including our ability to hire, retain and motivate qualified individuals, generate sufficient sales leads, provide adequate training to sales and marketing personnel, and effectively oversee a geographically dispersed sales team. If we are unable to build an effective sales organization, our ability to sell our existing and future products and our ability to generate product revenue will be materially and adversely affected.

 

We have used third parties to assist in the sales and distribution of our products. If these third parties are not successful in selling our products or do not adequately perform their obligations, our ability to market and sell our existing and future products and our ability to generate product revenue could be materially and adversely affected.

 

We have used third parties to assist in the sales and distribution of our TRUFORMA® instrument and related assays. We cannot assure you that these third parties will be successful in selling our products or that they will satisfy their obligations to us. If our sales and distribution partners are not successful in selling our products, or do not adequately perform their obligations, our ability to sell our existing and future products and our ability to generate product revenue could be materially and adversely affected.

 

Item 6. Exhibits.

 

The exhibits listed on the accompanying index to exhibits immediately preceding the exhibits are filed as part of, or hereby incorporated by reference into, this Quarterly Report.

 

  32  

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    Zomedica Corp.
     
    By:   /s/ Robert Cohen
    Name:   Robert Cohen
    Title:   Chief Executive Officer
         
    By:   /s/ Ann Marie Cotter
    Name:   Ann Marie Cotter
    Title:   Chief Financial Officer
         
         

 

 

 

 

 

 

 

 

 

 

  

  33  

 

EXHIBIT INDEX

 

Exhibit

No.

  Description
     
3.1   Articles of Amalgamation of Zomedica Corp. and all amendments thereto, as well as all Certificates issued in respect thereto
     
3.2   Amended and Restated By-Law No. 1 (2nd Version) of Zomedica Pharmaceuticals Corp. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on August 7, 2020 (File No. 001-38298))
     
31.1   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1*   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
     
101.INS   XBRL Instance Document.
     
101.SCH   XBRL Taxonomy Extension Schema Document.
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document.
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document.
     
101.LAB   XBRL Taxonomy Extension Label Linkbase Document.
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document.

 

* This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the registrant specifically incorporates it by reference.

 

Exhibit 3.1

 

CORPORATE ACCESS NUMBER: 2019774088 Government o f Alb e rt a Ŷ BUSINESS CORPORATIONS ACT 0 CERTIFICATE OF AMENDMENT AND REGISTRATION OF RESTATED ARTICLES ZOMEDICA CORP. AMENDED ITS ARTICLES ON 2020/10/02.

 

 

Articles Of Amendment Business Corporations Act Sectio n 2 7 or 171 Name of Corporation Corporate Access Number ZOMEDICA PHARMACEUTICALS CORP. 2019774088 THE ARTICLES OF INCORPORATION ARE AMENDED IN ACCORDANCE WITH SECTION 173(1) OF THE BUSINESS CORPORATIONS ACT(ALBERTA) {the "ACT") AS FOLLOWS: (a) pursuant to subsection 173 ( 1 )(a) of the Act, to amend item 1 , Name of Amalgamated Corporation, to change the name of the Corporation to : "Zomedica Corp . " (b) pursuant to subsection 173 ( 1 )(n) of the Act, to amend item 6 , Other provisions (if any), to delete the following provision from the Schedule of Other Rules or Provisions : "(c) The Corporation has a lien on a share registered in the name of a Shareholder or his legal representative for a debt of that Shareholder to the Corporation . " 0 {c) pursuant to subsection 173 ( 1 )(n) of the Act, to amend item 6 , Other provisions {if any), to add the following provision to the Schedule of Other Rules or Provisions as paragraph (c) after existing paragraph (b) : AMENDMENTS: 173(1)(a) and 173(1)(n) iul "(c) Meetings of the Shareholders may be held at any place within or outside Alberta as determined by the directors from time to time." REGISTERE D WIT H ALBERTA CORPORATE REGISTRIES (CORES) O N ? cf2.,. a / i CJ / cfL_ ' B y Fasken Martineau DuMouli n LLP CD Ann Cotter 10/01/20 Authorized Signature Chief Financial Officer Name of Person Authorizing Date Title of Person Authorizing This information is being collected for the purposes of corporate registry records in accordance with the Business Corporations Act (Alberta). Questions about the collection of this information can be directed to the Freedom of Information and Protection of Privacy Coordinator for Alberta Registries, Box 3140, Edmonton, Alberta T5J 2G7, (780) 427 - 7013. u 320926.00002/94599814.3

 

 

SCHEDULE OF OTHER RULES OR PROVISIONS (a) The Directors may, between Annual General Meetings, appoint one or more additional Directors of the Corporation to serve until the next Annual General Meeting, but the number of additional Directors shall not at any time exceed 1 / 3 of the number of Directors who held office at the expiration of the last Annual General Meeting of the Corporation . (b) A Director or Directors of the Corporation may be elected or appointed for terms expiring not later than the close of the third Annual Meeting of Shareholders following the election . (c) Meetings of the Shareholders may be held at any place within or outside Alberta as determined by the directors from time to time . 0 (_) 3 2092 6 .00002/9465 3 605 . I

 

 

!File YearllDat e File d I 12020 112020/06/021 12019 1 020/06/021 12018 1 019/02/261 n Name/Structure Change Alberta Corporation - Registration Statement Alberta Amendment Date: 2020/10/02 Service Request Number: 34168735 Corporate Access Number: 2019774088 Business Number: Legal Entity Name: French Equivalent Name: Legal Entity Status: Alberta Corporation Type: New Legal Entity Name: 830376737 ZOMEDICA PHARMACEUTICALS CORP. New French Equivalent Name: Nuans Number: Nuans Date: French Nuans Number: French Nuans Date: Share Structure: Share Transfers Restrictions: Number of Directors: Min Number Of Directors: Max Number Of Directors: Business Restricted To: Business Restricted From: SEE THE ATTACHED SCHEDULE OF SHARE CAPITAL. NONE. Active Named Alberta Corporation ZOMEDICA CORP. 121009888 2020/07/20 0 Other Provisions: BCA Section/Subsection: Professional Endorsement Provided: Future Dating Required: 2 15 NONE. NONE. SEE THE ATTACHED SCHEDULE OF OTHER RULES OR PROVISIONS. 173(1)(A)(N) Annual Return

 

 

I Attachment Type IIMicrofilm Bar CodellDate Recorded !Share Structure IIELECTRONIC 112016/06/21 !Statutory Declaration 1110000907120614999112016/06/21 !other Rules or ProvisionsllELECTRONIC 112016/06/21 !Shares i n Serie s IIELECTRONIC 1120 I 9/05/09 !other Rules or ProvisionsllELECTRONIC 112020/10/02 Attachment n Registration Authorized By: ANN COTTER OFFICER The Registrar of Corporations certifies that the information contained in this statement is an accurate reproduction of the data contained in the specified service request in the official public records of Corporate Registry. 0 u

 

 

SCHEDULE OF OTHER RULES OR PROVISIONS n (a) The Directors may, between Annual General Meetings, appoint one or more additional Directors of the Corporation to serve until the next Annual General Meeting, but the number of additiona l Director s shal l no t a t an y tim e excee d 1/ 3 o f the the numbe r o f Director s wh o hel d offic e a t th e expiratio n of last Annual General Meeting of the Corporation. appointe d fo r term s expirin g no t late r tha n th e clos e of (b ) A Directo r o r Director s o f th e Corporatio n ma y b e electe d or the third Annual Meeting of Shareholders following the election. (c) Meetings of the Shareholders may be held at any place within or outside Alberta as determined by the directors from time to time . 0 u

 

 

CORPORATE ACCESS NUMBER: 2019774088 Government of Alber ta Ŷ BUSINESS CORPORATIONS ACT CERTIFICATE OF AMENDMENT (J ZOMEDICA PHARMACEUTICALS CORP. AMENDED ITS ARTICLES TO CREATE SHARES IN SERIES ON 2019/05/09.

 

 

n Articles Of Amendment Busines s Corporalions Act Sectio n 2 9 o r 177 1. Name of Corporation 2 . Corporat e Acces s Number ZOMEDICA PHARMACEUTICALS CORP. 2019774088 3. The Articles of the above named corporation are amended as follows: Pursuant to subsection 29 ( 5 ) of the Business Corporations Act (Alberta), the Articles of the Corporation are hereby amended by the creation of the first series of Prefen - ed Shares, to be designated as "Series I Prefen - ed Shares", to be limited in number to 20 , each such Series I Prefen - ed Share having attached thereto the rights, privileges, restrictions and conditions set out in the Schedule attached hereto and forming a part of this fonn . 0 Date u (893 7091.006PAB) (W:/DOCS/7091.006/43/00543732.DOC /) Title . C,, ) / \ ,qi - .) - G. - :.0 FILE D ELECTRONICALLY MAYO 9 2019 B Y TINGL E MERRETT LL P .

 

 

n SCHEDULE TO THE ARTICLES OF AMENDMENT OF ZOMEDICA PHARMACEUTICALS CORP. (the "Corporation") SERIES 1 PREFERRED SHARES TERMS AND CONDITIONS The Corporation is authorized to issue an unlimited number of Preferred Shares, issuable in series. The rights, privileges, restrictions and conditions attaching to the Series I Preferred Shares are as follows: 1. Authorization The Corporation is authorized to issue up to 20 Series I Preferred Shares (each a "Preferred Share"). Stated Value The stated value of the Preferred Shares (the "Stated Value") shall be U.S.$1,000,000 per Preferred Share. I.I 2. 2.1 3. 3.1 0 4. 4.1 4.2 5. 5.1 Voting Rights Subject to applicable law, including the provisions of the Business Corporations Act (Alberta), the holders of the Preferred Shares shall not, as such, be entitled to receive notice of, to attend or to vote at any meeting of the s . hareholders of the Corporation . Dividends The holders of the Preferred Shares shall not be entitled to receive any dividends that are declared by the Board of Directors of the Corporation. Notwithstanding the foregoing, the directors may declare dividends on any class of share other than the Preferred Shares. Net Sales Return The holders of the Preferred Shares shall have the right to receive a return on their investment in the Preferred Shares in lieu of the payment of dividends, with such return being in the aggregate amount of nine percent ( 9 % ) of Net Sales (the "Net Sales Return"), subject to the terms and conditions set forth herein . Such return shall be payable until such time as the aggregate Net Sales Returns paid to the holders of the Preferred Shares equals the Redemption Amount (as hereinafter defined), at which time such right shall terminate and no further Net Sales Returns shall be paid or payable to the holders of Preferred Shares . 5.2 Definitions. For purposes of this Section 5, the following terms have the following meanings: a. u "Affiliate" means any person controlled directly or indirectly through one or more intermediaries, by the Corporation . A Person shall be regarded as in control of the Corporation if the Corporation owns or directly or indirectly controls more than fifty I

 

 

b. c. percent ( 50 % ) of the voting shares or other ownership interest of the other person, or ifit possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such person ; "Licensing Proceeds" means all cash received by the Corporation and its Affiliates from third party licensees or partners with respect to licensing or partnering arrangements with respect to a Product, including, without limitation : (i) royalties based on sales of Products by third party licensees or their sublicensees ; (ii) any licensing fees (including, without limitation, upfront fees) for rights to develop or commercialize Products, or other payments in connection with the licensing of rights with respect to Products ; (iii) milestone payments (including without limitation, those based on development, regulatory or commercialization milestones for Products) ; and (iv) research and development funding ; "Net Sales" means for any period, the gross amount invoiced by the Corporation and its Affiliates for the sale of Products, (including, without limitation, third party agents, distributors and wholesalers), less the total of the following, to the extent applicable : ( i ) trade, cash and/or quantity discounts not already reflected in the amount invoiced; ( ii ) 0 ( iii ) (iv) (v) all excise, sales and other consumption taxes (including VAT) and custom duties, whether or not specifically identified as such in the invoice to the third party; freight, distribution, insurance and other transportation charges, whether or not specifically identified as such in the invoice to the third party; amounts repaid or credited by reason of rejections, defects or returns 'or because of chargebacks, retroactive price reductions, refunds or billing errors; any royalty amounts or license fees payable by the Corporation to a non - Affiliate third party for access to, or licensing in of, such non - Affiliate third party's intellectual property rights for use or exploitation of the Products ; and (vi) rebates and similar payments made with respect to sales paid for or reimbursed by any governmental or regulatory authority such as, by way of illustration, United States Federal or state Medicaid, Medicare or similar state program or equivalent foreign governmental program . For purposes of determining Net Sales, "sale" will not include transfers or dispositions for charitable, promotional, pre - clinical, clinical, regulatory or governmental purposes; and d. "Product" means any product produced or sold by the Corporation. Timing of Net Sales Return Payments . With respect to Products that the Corporation commercializes directly, Net Sales Returns, if any, will be paid annually 15 business days after the issuance of the Corporation's audited financial statements for the prior year . With respect to Products that the Corporation sublicenses or otherwise disposes of to a third - party, Net Sales Returns, if any, will be paid 7 business days after the end of the applicable quarter in which such Licensing Proceeds were received by the Corporation (each of the foregoing dates upon which 5.3 2

 

 

5.4 5.5 5.6 5.7 6. 6.1 0 6.2 Net Sales Returns are to be calculated are hereinafter referred to as a "Net Sales Return Record Date", as applicable). Allocation of Net Sales Returns . Once the Net Sales Returns have been calculated in accordance with this Section, the Net Sales Return shall be allocated and payable in cash on a pro rata basis to the holders of the Preferred Shares as of the applicable Net Sales Return Record Date . Termination upon Redemption . Upon the exercise by the Corporation of its right of Redemption pursuant to Section 6 herein, the right of the holders of the Preferred Shares to receive the Net Sales Returns shall terminate . Unsecured Obligations. The Net Sales Returns are unsecured obligations of the Corporation. Amendments, Modifications and Waivers . All modifications, amendments or waivers to the Net Sales Returns shall require the written consent of the Corporation and the Holders of the majority of the issued and outstanding Preferred Shares . Redemption The redemption amount of the Preferred Shares (the "Redemption Amount") shall be equal to the following: [Stated Value multiplied by nine (9)] less [cumulative aggregate Net Sales Returns that have been paid to holders (as of the Redemption Date)] . Subject to applicable law, including the provisions of the Business Corporations Act (Alberta), the Corporation shall have the right to redeem, at any time following the payment to the holders of the Preferred Shares of the Redemption Amount, all, or from time to time any part of, the then outstanding Preferred Shares via the delivery to such holders of a Redemption Notice in accordance with Section 6 . 4 herein, together with all accrued and unpaid Net Sales Returns in respect thereof up to the most recent Net Sales Return Record Date (the foregoing is herein referred to as the "Redemption") . 6.3 In case only a part of the then outstanding Preferred Shares is at any time to be redeemed, the Preferred Shares so to be redeemed shall be redeemed pro rata, excluding fractions, from the holdings of all shareholders of Preferred Shares or in such other manner as the Board of Directors deems reasonable . 6.4 On any Redemption of Preferred Shares under this Section 6 , the Corporation shall, subject to the unanimous waiver of notice by the registered holders thereof, give at least IO days before the date fixed for redemption (the "Redemption Date"), a notice in writing of the intention of the Corporation to redeem Preferred Shares (the "Redemption Notice") to each person who at the date of giving of such notice is a registered holder of Preferred Shares to be redeemed . The Redemption Notice shall set out the calculation of the Redemption Amount, the Redemption Date and the number of Preferred Shares so held that are to be redeemed . 6.5 The delivery of the Redemption Amount by such reasonable means as the Corporation deems desirable, on or before the Redemption Date shall be deemed to give effect to the Redemption on the Redemption Date . Notwithstanding the foregoing, the Corporation shall be entitled to require at any time, and from time to time, that the Redemption Amount be delivered to holders of 3

 

 

0 Preferred Shares only upon presentation and surrender at the registered office of the Corporation or at any other place or places in Alberta designated by the Redemption Notice of the certificate or certificates for such Preferred Shares to be redeemed . 6.6 From and after the Redemption Date, the Preferred Shares shall no longer be deemed to be outstanding for any purpose and shall represent only the right to receive the Redemption Amount. 6 . 7 Preferred Shares that are redeemed or deemed to be redeemed in accordance with this Section 6 shall, subject to applicable law, be and be deemed to be returned to the authorized but unissued capital of the Corporation . 7. Liquidation and Fundamental Transactions 7 . 1 In the event of the liquidation, dissolution or winding up of the Corporation or other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs (other than in the case of a Fundamental Transaction), the holders of Preferred Shares shall be entitled to receive the Stated Value per share (on a pro rata basis) less Net Sales Returns paid or payable up to the most recent Net Sales Return Record Date prior to the commencement of any such liquidation, dissolution, winding up or other distribution of the assets of the Corporation, to be paid all such money before any money shall be paid or property or assets distributed to the holders of any Common Shares or other shares in the capital of the Corporation ranking junior to the Preferred Shares with respect to return of capital . 7.2 A "Fundamental Transaction" means a transaction or series of transactions that result in any of the following: a. an amalgamation, arrangement, merger, consolidation, takeover, reverse takeover, reorganization or other business combination or other similar transaction of the Corporation with or into any other person (provided that the other person is not an affiliate of the Corporation) whereby all or substantially all of the issued and outstanding Common Shares are sold, transferred or exchanged for cash and/or securities pursuant to which the shareholders of the Corporation immediately prior to such Fundamental Transaction do not immediately thereafter own shares of a successor continuing corporation that entitle them to cast more than 50 % of the votes attaching to all shares in the capital of the successor or continuing corporation that may be cast to elect directors of that corporation ; b. a sale, lease, disposition or conveyance of the property and/or assets of the Corporation as an entirety or substantially as an entirety to any other person (provided that the other person is not an affiliate of the Corporation) for consideration consisting of cash and/or securities and the subsequent distribution of all of such consideration to all of the holders of Common Shares, on a pro rata basis ; 7 . 3 In the event of a Fundamental Transaction, the holders of the Preferred Shares shall be entitled to receive in exchange for their Preferred Shares the following amount (such amount, the "Fundamental Transaction Amount") : lJ 4

 

 

a. Fundamental Transaction completed within the first year from issuance of Preferred Shares: [ 5 x State d Capital]; b. Fundamental Transaction completed within the second year from issuance of Preferred Shares: [5.5 x Stated Capital]; c. Fundamental Transaction completed within the third or fourth year from issuance of Preferred Shares: [6 x State d Capital]; d. Fundamental Transaction completed within the fifth year from issuance of Preferred Shares: [7 x State d Capital]; and e. Fundamental Transaction completed more than six (6) years from issuance of Preferred Shares: [9 x Stated Capital]. 0 7.4 7.5 7.6 7.7 u provided however that in each case, the maximum aggregate amount payable under this Section 7.3 shall be lesser of: (a) the aggregate consideration payable under the Fundamental Transaction plus any Net Sales Returns paid to date; and (b) the Redemption Amount. The Fundamental Transaction Amount shall be paid in cash or, if the consideration payable under the Fundamental Transaction consists of securities or other assets (other than cash), the value attributed to such consideration in the Fundamental Transaction . The acquirer under the Fundamental Transaction (whether that be the Corporation, any successor entity or any other third party offeror) shall pay to each holder of Preferred Shares, such holder's pro rata portion of the Fundamental Transaction Amount in cash, securities or other assets (as applicable under the Fundamental Transaction) no later than 30 days after the consummation of the Fundamental Transaction upon surrender of the Preferred Shares for cancellation . The right of the holders to receive the Fundamental Transaction Amount shall be prior in right of payment to the the right of the holders of any Common Shares or other shares in the capital of the Corporation ranking junior to the Preferred Shares with respect to return of capital to receive any payment in connection with a Fundamental Transaction . From and after the effective date of a Fundamental Transaction, the Preferred Shares shall no longer be deemed to be outstanding for any purpose and shall represent only the right to receive the Fundamental Transaction Amount . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after the payment of all preferential amounts required to be paid to the holders of Preferred Shares, the remaining assets of the Corporation available for distribution to its shareholders shall be distributed among the holders of Common Shares, pro rata based on the number of shares held by each holder . 5

 

 

8. Amendments 8.1 The rights, privileges, restrictions and conditions attached to the Preferred Shares may be amended, modified, suspended, altered or repealed but only if consented to, or approved by, the holders of the Preferred Shares in the manner hereinafter specified and in accordance with any requirements of applicable law . 9. Approval by Holders of Preferred Shares 9.1 For the purpose of Section 8 , any consent or approval given by the holders of Preferred Shares shall be deemed to have been sufficiently given if it shall have been given in writing by all the holders of the outstanding Preferred Shares or by a resolution passed at a meeting of holders of Preferred Shares duly called and held upon not less than 21 days' notice in writing to the holders at which the holders of at least 50 % of the outstanding Preferred Shares are present or are represented by proxy and carried by the affirmative vote of not less than two - thirds of the votes cast at such meeting . On every ballot cast at every meeting of the holders of the Preferred Shares, every holder of a Preferred Share shall be entitled to one (I) vote in respect of each Preferred Share held . Subject to the foregoing, the formalities to be observed in respect of the giving or waiving of notice of any such meeting or adjourned meeting and the conduct thereof shall be those from time to time prescribed in the by - laws of the Corporation . 0 u 6

 

 

n Name/Structure Change Alberta Corporation - Registration Statement Alberta Amendment Date: 2019/05/09 Service Request Number: 30991058 Corporate Access Number: 2019774088 Legal Entity Name: French Equivalent Name: Legal Entity Status: Alberta Corporation Type: New Legal Entity Name: New French Equivalent Name: Nuans Number: Nuans Date: French Nuans Number: French Nuans Date: Share Structure: Share Transfers Restrictions: Number of Directors: Min Number Of Directors: Max Number Of Directors: Business Restricted To: Business Restricted From: Other Provisions: BCA Section/Subsection: Professional Endorsement Provided: Future Dating Required: ZOMEDICA PHARMACEUTICALS CORP. Active Named Alberta Corporation ZOMEDICA PHARMACEUTICALS CORP. 0 SEE THE ATTACHED SCHEDULE OF SHARE CAPITAL. NONE. 2 15 NONE. NONE. SEE THE ATTACHED SCHEDULE OF OTHER RULES OR PROVISIONS. 29(5) Annual Return !File YearllDat e Filed! 12018 112019/02/261 12017 112017/06/301 u

 

 

I Attachment Type IIMicrofilm Bar Codell»ate Recorded [share Structure [[ELECTRONIC 112016/06/21 !Other Rules or ProvisionsllELECTRONIC 112016/06/21 [statutory Declaration 1110000907120614999112016/06/21 !Shares in Series IIELECTRONIC 112019/05/09 Attachment Registration Authorized By: PAUL A. BOLGER SOLICITOR The Registrar of Corporations certifies that the information contained in this statement is an accurate reproduction of the data contained in the specified service request in the official public records of Corporate Registry. 0 u

 

 

SCHEDUL E T O TH E ARTICLE S O F AMENDMEN T OF ZOMEDIC A PHARMACEUTICAL S CORP. (th e "Corporation" ) SERIE S l PREFERRE D SHARES TERM S AN D CONDITIONS The Corporation is authorized to issue an unlimited number of Preferred Shares, issuable in series. The rights, privileges, restrictions and conditions attaching to the Series l Preferred Shares are as follows: l. Authorization 1.1 The Corporation is authorized to issue up to 20 Series l Preferred Shares (each a "Preferred Share"). 2. State d Value 2,1 The stated value of the Preferred Shares (the "Stated Value") shall be U.S.$1,000,000 per Preferred Share. 3. Votin g Rights 1. Subject to applicable law, including the provisions of the Business Corporations Act (Alberta), the holders of the Preferred Shares shall not, as such, be entitled to receive notice of, to attend or to vote at any meeting of the shareholders of the Corporation. 4. Dividends 1. The holders of the Preferred Shares shall not be entitled to receive any dividends that are declared by the Board of Directors of the Corporation. 4,2 Notwithstanding the foregoing, the directors may declare dividends on any class of share other than the Preferre d Shares. S . Ne t Sale s Return 1. The holders of the Preferred Shares shall have the righ t t o receiv e a retur n o n thei r investmen t i n the Preferred Shares in lieu of the payment of dividends, with such return being in the aggregate amount of nine percent (9%) of Net Sales (the "Net Sales Return"), subject to the terms and conditions set .forth herein. Such return shall be payable until such time as the aggregate Net Sales Returns paid to the holders of the Preferred Shares equals the Redemption Amount (as hereinafter defined), at which time such right shall terminate and no further Net Sales Returns shall be paid or payable to the holders of Preferred Shares. 2. Definitions. For purposes of this Section S, the followin g term s hav e th e followin g meanings: a. "Affiliate" means any person controlled directly or indirectly through one or more intermediaries, by the

 

 

Corporation. A Person shall be regarded as in control of the Corporation if the Corporation owns or directly or indirectly controls more than fifty percent (50%) of the votin g share s o r othe r ownershi p interes t o f th e other person , o r i f i t possesses , directl y o r indirectly , the powe r t o direc t o r caus e th e directio n o f th e management an d policie s o f suc h person; b. "Licensing Proceeds" means all cash received by the Corporation and its Affiliates from third party licensee s o r partner s wit h respec t t o licensin g or partnerin g arrangement s wit h respec t t o a Product, including, without limitation: (i) royalties based on sale s o f Product s b y thir d part y licensee s o r their sublicensees; (ii) any licensing fees (including, without limitation, upfront fees) for rights to develop or commercialize Products, or other payments in connection wit h th e licensin g o f right s wit h respec t t o Products; (iii) mileston e payment s (includin g withou t limitation, those based on development, regulatory or commercialization milestones for Products); and (iv) researc h an d developmen t funding; c . "Ne t Sales " mean s fo r an y period , th e gross amount invoiced by the Corporation and its Affiliates for the sale of Products, (including, without limitation, third party agents, distributors and wholesalers), less the total of the following, to the extent applicable: (i) trade , cas h and/o r quantit y discounts not already reflected in the amount invoiced; (ii) al l excise , sale s an d othe r consumption taxes (including VAT) and custom duties, whether or not specifically identified as such in the invoice to the thir d party; (iii) freight , distribution , insuranc e and othe r transportatio n charges , whethe r o r no t specifically identifie d a s suc h i n th e invoic e t o th e thir d party; (iv) amount s repai d o r credite d b y reaso n of rejections, defects or returns or because of chargebacks, retroactiv e pric e reductions , refund s o r billin g errors; (v) an y royalt y amount s o r licens e fees payabl e b y th e Corporatio n t o a non - Affiliat e thir d party fo r acces s to , o r licensin g i n of , suc h non - Affiliate thir d party' s intellectua l propert y right s fo r us e or exploitatio n o f th e Products ; and (vi) rebate s an d simila r payment s mad e with respect to sales paid for or reimbursed by any governmental or regulatory authority such as, by way of illustration, United States Federal or state Medicaid, Medicare or similar state program or equivalent foreign governmental program. For purposes of determining Net Sales, "sale" will no t includ e transfer s o r disposition s fo r charitable,

 

 

promotional , pre - clinical , clinical , regulator y or governmenta l purposes ; and d. "Product" means any product produced or sold by th e Corporation. 3. Timing of Net Sales Return Payments. With respect to Products that the Corporation commercializes directly, Net Sales Returns, if any, will be paid annually 15 busines s day s afte r th e issuanc e o f th e Corporation's audite d financia l statement s fo r th e prio r year . With respect to Products that the Corporation sublicenses or otherwis e dispose s o f t o a third - party , Ne t Sales Returns , i f any , wil l b e pai d 7 busines s day s afte r the en d o f th e applicabl e quarte r i n whic h suc h Licensing Proceeds were received by the Corporation (each of the foregoing dates upon which Net Sales Returns are to be calculated are hereinafter referred to as a "Net Sales Retur n Recor d Date" , a s applicable) . 4. Allocatio n o f Ne t Sale s Returns . Onc e th e Ne t Sales Return s hav e bee n calculate d i n accordanc e wit h this Section , th e Ne t Sale s Retur n shal l b e allocate d and payable in cash on a pro rata basis to the holders of the Preferred Shares as of the applicable Net Sales Return Recor d Date. 5. Terminatio n upo n Redemption . Upo n th e exercis e by the Corporation of its right of Redemption pursuant to Sectio n 6 herein , th e righ t o f th e holder s o f the Preferred Shares to receive the Net Sales Returns shall terminate. 6. Unsecure d Obligations . Th e Ne t Sale s Return s are unsecure d obligation s o f th e Corporation. 7. Amendments, Modifications and Waivers. All modifications, amendments or waivers to the Net Sales Return s shal l requir e th e writte n consen t o f the Corporatio n an d th e Holder s o f th e majorit y o f th e issued an d outstandin g Preferre d Shares. 6. Redemption 1. Th e redemptio n amoun t o f th e Preferre d Share s (the "Redemptio n Amount" ) shal l b e equa l t o th e following: [State d Valu e multiplie d b y nin e (9) ] les s [cumulative aggregat e Ne t Sale s Return s tha t hav e bee n pai d to holder s (a s o f th e Redemptio n Date)]. 2. Subjec t t o applicabl e law , includin g th e provisions o f th e Busines s Corporation s Ac t (Alberta) , the Corporation shall have the right to redeem, at any time following the payment to the holders of the Preferred Shares of the Redemption Amount, all, or from time to time any part of, the then outstanding Preferred Shares via the delivery to such holders of a Redemption Notice in accordance with Section 6.4 herein, together with all accrued and unpaid Net Sales Returns in respect thereof up to the most recent Net Sales Return Record Date (the foregoing is herein referred to as the "Redemption"). 3. I n cas e onl y a par t o f th e the n outstandin g Preferred Share s i s a t an y tim e t o b e redeemed , th e Preferred

 

 

Shares so to be redeemed shall be redeemed pro rata, excluding fractions, from the holdings of all shareholders of Preferred Shares or in such other manner a s th e Boar d o f Director s deem s reasonable. 4. On any Redemption of Preferred Shares under this Section 6, the Corporation shall, subject to the unanimous waiver of notice by the registered holders thereof, give at least 10 days before the date fixed for redemption (the "Redemption Date"), a notice in writing of the intention of the Corporation to redeem Preferred Shares (the "Redemption Notice") to each person who at the date of giving of such notice is a registered holder o f Preferre d Share s t o b e redeemed . Th e Redemption Notice shall set out the calculation of the Redemption Amount, the Redemption Date and the number of Preferred Shares so held that are to be redeemed. 5. Th e deliver y o f th e Redemptio n Amoun t b y such reasonable means as the Corporation deems desirable, on or before the Redemption Date shall be deemed to give effect to the Redemption on the Redemption Date. Notwithstanding the foregoing, the Corporation shall be entitled to require at any time, and from time to time, that the Redemption Amount be delivered to holders of Preferred Shares only upon presentation and surrender at the registered office of the Corporation or at any other place or places in Alberta designated by the Redemption Notice of the certificate or certificates for such Preferred Shares to be redeemed. 6. From and after the Redemption Date, the Preferred Share s shal l n o longe r b e deeme d t o b e outstandin g for any purpose and shall represent only the right to receive th e Redemptio n Amount. 7. Preferre d Share s tha t ar e redeeme d o r deeme d t o be redeemed in accordance with this Section 6 shall, subject t o applicabl e law , b e an d b e deeme d t o b e returne d t o the authorized but unissued capital of the Corporation. 7. Liquidatio n an d Fundamenta l Transactions 1. In the event of the liquidation, dissolution or winding up of the Corporation or other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs (other than in the case of a Fundamental Transaction), the holders of Preferred Shares shall be entitled to receive the Stated Value per share (on a pro rata basis) less Net Sales Returns paid or payable up to the most recent Net Sales Return Record Date prior to the commencement of any such liquidation , dissolution , windin g u p o r other distribution of the assets of the Corporation, to be paid al l suc h mone y befor e an y mone y shal l b e pai d o r property or assets distributed to the holders of any Common Shares or other shares in the capital of the Corporation ranking junior to the Preferred Shares with respect to return of capital. 2. A "Fundamenta l Transaction " mean s a transactio n or serie s o f transaction s tha t resul t i n an y o f the following: a. an amalgamation, arrangement, merger,

 

 

consolidation, takeover, reverse takeover, reorganization o r othe r busines s combinatio n o r othe r similar transaction of the Corporation with or into any other perso n (provide d tha t th e othe r perso n i s no t an affiliate of the Corporation) whereby all or substantially all of the issued and outstanding Common Shares are sold, transferred or exchanged for cash and/or securities pursuant to which the shareholders of the Corporation immediately prior to such Fundamental Transaction do not immediately thereafter own shares of a successor continuing corporation that entitle them to cast more than 50% of the votes attaching to all shares in the capital of the successor or continuing corporation that may be cast to elect directors of that corporation; b . a sale , lease , dispositio n o r conveyanc e o f the propert y and/o r asset s o f th e Corporatio n a s a n entirety o r substantiall y a s a n entiret y t o an y othe r person (provided that the other person is not an affiliate of the Corporation) for consideration consisting of cash and/or securities and the subsequent distribution of all of such consideration to all of the holders of Common Shares , o n a pr o rat a basis; 3. I n th e even t o f a Fundamenta l Transaction , the holders of the Preferred Shares shall be entitled to receive in exchange for their Preferred Shares the followin g amoun t (suc h amount , th e "Fundamental Transactio n Amount") : a. Fundamental Transaction completed within the first year from issuance of Preferred Shares: [ 5 x State d Capital]; b. Fundamental Transaction completed within the second year from issuance of Preferred Shares: [5. 5 x State d Capital]; c. Fundamenta l Transactio n complete d withi n the third or fourth year from issuance of Preferred Shares: [ 6 x State d Capital]; d. Fundamenta l Transactio n complete d withi n the fift h yea r fro m issuanc e o f Preferre d Shares: [ 7 x State d Capital] ; and e. Fundamenta l Transactio n complete d mor e tha n six (6) year s fro m issuanc e o f Preferre d Shares: [ 9 x State d Capital]. provided however that in each case, the maximum aggregate amoun t payabl e unde r thi s Sectio n 7. 3 shal l b e lesse r of: (a) the aggregate consideration payable under the Fundamenta l Transactio n plu s an y Ne t Sale s Return s paid t o date ; an d (b ) th e Redemptio n Amount. 7. 4 Th e Fundamenta l Transactio n Amoun t shal l b e pai d in cas h or , i f th e consideratio n payabl e unde r the Fundamental Transaction consists of securities or other asset s (othe r tha n cash) , th e valu e attribute d t o such

 

 

consideration in the Fundamental Transaction. The acquire r unde r th e Fundamenta l Transactio n (whethe r that be the Corporation, any successor entity or any other third party offerer) shall pay to each holder of Preferred Shares, such holder's pro rata portion of the Fundamental Transaction Amount in cash, securities or other assets (as applicable under the Fundamental Transaction ) n o late r tha n 3 0 day s afte r th e consummation of the Fundamental Transaction upon surrender of the Preferre d Share s fo r cancellation, 5. The right of the holders to receive the Fundamental Transactio n Amoun t shal l b e prio r i n righ t o f paymen t to the right of the holders of any Common Shares or other shares in the capital of the Corporation ranking junior to the Preferred Shares with respect to return of capital to receive any payment in connection with a Fundamental Transaction. 6. Fro m an d afte r th e effectiv e dat e o f a Fundamental Transaction , th e Preferre d Share s shal l n o longe r be deemed to be outstanding for any purpose and shall represen t onl y th e righ t t o receiv e th e Fundamental Transactio n Amount. 7, 7 I n th e even t o f an y voluntar y o r involuntary liquidation , dissolutio n o r windin g u p o f the Corporation, after the payment of all preferential amount s require d t o b e pai d t o th e holder s o f Preferred Shares, the remaining assets of the Corporation available for distribution to its shareholders shall be distributed among the holders of Common Shares, pro rata based on the numbe r o f share s hel d b y eac h holder. 8. Amendments 1. The rights, privileges, restrictions and conditions attache d t o th e Preferre d Share s ma y b e amended, modified, suspended, altered or repealed but only if consente d to , o r approve d by , th e holder s o f the Preferre d Share s i n th e manne r hereinafte r specifie d and in accordance with any requirements of applicable law. 9. Approva l b y Holder s o f Preferre d Shares 1. For the purpose of Section 8, any consent or approval give n b y th e holder s o f Preferre d Share s shal l b e deemed to have been sufficiently given if it shall have been given in writing by all the holders of the outstanding Preferre d Share s o r b y a resolutio n passe d a t a meeting of holders of Preferred Shares duly called and held upon no t les s tha n 2 1 days ' notic e i n writin g t o th e holders at which the holders of at least 50% of the outstanding Preferre d Share s ar e presen t o r ar e represente d b y proxy and carried by the affirmative vote of not less than two third s o f th e vote s cas t a t suc h meeting , O n every ballo t cas t a t ever y meetin g o f th e holder s o f the Preferred Shares, every holder of a Preferred Share shall b e entitle d t o on e (1 ) vot e i n respec t o f eac h Preferred Share held. Subject to the foregoing, the formalities to b e observe d i n respec t o f th e givin g o r waivin g o f notice of any such meeting or adjourned meeting and the conduct thereof shall be those from time to time prescribed in th e by - law s o f th e Corporation.

 

 

CORPORATE ACCESS NUMBER: 2019774088 Government o f Albe r t a Ŷ BUSINESS CORPORATIONS ACT CERTIFICATE OF AMALGAMATION ZOMEDICA PHARMACEUTICALS CORP. IS THE RESULT OF AN AMALGAMATION FILED ON 2016/06/21.

 

 

0 Date l,uJ._ . ""L . \ I I s;7l/f4; Title \ Q, \ 'tbf Articles Of Amalgamation Busines s Corporation s Act Sectio n 185 (I 1. - N = ame o = f A = ma = laa = ma = ted C = oro = ora = tio = n ZOMEDICA PHARMACEUTICALS CORP. 2. The classes of shares, and any maximum number of shares that the corporation is authorized to issue: See the attached Schedule of Share Capital. 3. Restrictions· on share transfers (if any): None. 4. Number, or minimum and maximum number of directors: Minimum 2 - Maximum 15 0 5. If the corporation is restricted FROM carrying on a certain business or restricted TO carrying on a certain business, specify the restriction(s): None.·· 6. Other provisions (if any): See the attached Schedule of Other Rules or Provisions. 7. Name of Amalgamating Corporations Coroorate Access Number Zomedi_ca Pharmaceuticals Corp. 2017221298 Zomedica Pharmaceuticals Ltd. 2019773122 RE G 306 8 (Rev . 2003/05 ) {W:/DOCS/7091.001/43/00453064.DOC /} FILE D ELECTRONICALLY JUN 2" 1 2016 B Y TINGLE MERRET T LLP

 

 

SCHEDUL E O F SHAR E CAPITAL THE ,CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS AUTHORIZED TO ISSUE: (a) An unlimited number of Common Shares; and, (b) An unlimited number of Preferred Shares. A . . The Directors of the Corporation may at any time issue any Preferred Shares in one or more series, each series to consist of such number of shares as may be determined by the Directors . The Directors may determine at the time of issuance the designation, rights, privileges, restrictions and conditions attaching to the shares of each series . SPECIAL RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHING TO EACH CLASS OF SHARES (I) DIVIDENDS (A)'Subject to any rights, privileges, restrictions and conditions which may have been determined by the Directors to which to any series of Preferred shares, the Directors shall have complete uncontrolled discretion to pay dividends on any class or classes of shares or any series within a class of shares issued and outstanding in any particular year to the exclusion of any other class or classes of shares or any series within a class of shares out of any or all profits or surplus available for dividends . (II) REPAYMENT OF CAPITAL (A) . On the winding - up, liquidation or dissolution of the Corporation or upon the happening of any other event giving rise to a distribution of the Corporation's assets other than by way of dividend amongst its Shareholders for the purposes of winding - up its affairs (any such occurrence is hereafter called "Winding - Up"), subject to any rights, privileges, restrictions and conditions which may have been determined by the Directors to attach to any series of Preferred shares, the holders of all shares shall be entitled to participate pari passu . :(III) VOTING RIGHTS AND RESTRICTIONS (A) Common shares . At all meetings of Shareholders of the Corporation, each holder of Coi : nmon shares shall be entitled to one ( 1 ) vote for each Common share held . (B·) Preferred shares . The holders of the Preferred shares shall have no right to receive notice of or to be present at or vote either in person or by proxy, at any general meeting of the Corporation by virtue of or in respect of their holding of Preferred Shares . Q u {W:IDOCS/7091.00l/43/00453060.DOC /)

 

 

n SCHEDUL E O F OTHE R RULE S O R PROVISIONS (a) The Directors may, between Annual General Meetings, appoint one or more additional Directors of the Corporation to serve until the next Annual General Meeting, but the number of additional Directors shall not at any time exceed 1 / 3 of the number of Directors who held office at the expiration of the last Annual General Meeting of the Corporation . (b) A Director or Directors of the Corporation may be elected or appointed for terms · expiring not later than the close of the third Annual Meeting of Shareholders following the election. (6)· · ·The Corporation has a lien on a share registered in the name of a Shareholder or his legal representative for a debt of that Shareholder to the Corporation. 0 {W:/DOCS/7091.00l/43/00453060.DOC /}

 

 

Articles of Amalgamation For ZOMEDIC A PHARMACEUTICAL S CORP. Share Structure: Share Transfers Restrictions: Number of Directors: Min Number of Directors: Ma x Numbe r of Directors: Business Restricted To: Business Restricted From: 2 15 NONE. NONE. SEE THE ATTACHED SCHEDULE OF OTHER RULES OR PROVISIONS. SEE THE ATTACHED SCHEDULE OF SHARE CAPITAL. NONE. Other Provisions: ·,.J. Registration Authorized By: PAUL A. BOLGER SOLICITOR 0 . ' . u

 

 

n Amalgamate Alberta Corporation - Registration Statement Alberta Registration Date: 2016/06/21 Corporate Access Number: 2019774088 Service Request Number: Alberta Corporation Type: Legal Entity Name: French Equivalent Name: Nuans Number: NuansDate: French.Nuans Number: French Nuans Date: 0 REGISTERED ADDRESS Street: Legal Description: City: Province:' ' · Posfal Chde: 25335566 Named Alberta Corporation ZOMEDICA PHARMACEUTICALS CORP. 1250, 639 - 5TH AVENUE S.W. CALGARY ALBERTA T 2 P 0 M 9 RECORDS ADDRESS Street:,·. ,,_' Legal Description: City: Province: Postal Code: 1250, 639 - 5TH AVENUE S.W. CALGARY ALBERTA T 2 P 0 M 9 ADDRESS FOR SERVICE BY MAIL. Post Office Box: City: · ·c ' Provine : . ' Postal Code: Internet Mail ID: CJ Share Structure: Share Transfers Restrictions: Number of Directors: SEE THE ATTACHED SCHEDULE OF SHARE CAPITAL. NONE.

 

 

Min Number Of Directors : Max Number Of Directors : Business . Restricted To : 2 15 NONE. NONE. SEE THE ATTACHED SCHEDULE OF OTHER RULES OR PROVISIONS. n Business:Restricted From: • • r Other Provisions: Professfonal Endorsement Provided: Futur e Dititi. g Required: Registration Date: 2016/06/21 Director Last Name:· First Name: Middle ' Name: LEBAR JAMES Street/Bo.x l'lumber: 30 ROBERT ATTERSLEY DRIVE WEST City: WHITBY ONTARIO L1R3B2 Province: Posta l CQde: Country: Resident Canadian: Named On Stat Dec: 0 y Last Name: First Naine: Middle Name: ROWE JEFFREY Street/BoxNumber: 3203 N. MCKINLEY City: Province: Posta l Code: Country: ResidenfCanadian: Named.0n Stat Dec: FLUSHING MICHIGAN 48433 Last Name:· First Name: Middle Name: MACARTHUR WILLIAM u Street/Box Number: 7373 DONEGAL DRIVE City: ONSTED

 

 

n - :; .. :/ Province: Post!ILCode: Country: Residen t Canadian: : , < "• Named On Stat Dec: MICHIGAN 49265 Last Name: First Name: Middle Name: Street/Box Number: 8031 ORE KNOB DRIVE City: . Province: Postal Code: Country: Resident•Canadian: FENTON MICHIGAN 48430 - 9355 SOLENSKYJR. GERALD Named . O n Sta t Dec : Y Last Name: First Name: Middle Name: WILLIAMS RODNEY 0 Street/Box Number: 6276 HIDDEN BROOK PLACE City:. Province: Postal Code: Countrf: Resident'Ca:nadian: Named ·On Sta t Dec: RANCHO CUCAMONGA CALIFORNIA 91739 Last Name:; First Name:·· Middle Name: Street/Box Number: 2360 BLUESTREAM DRIVE OAKVILLE ONTARIO L6H 7J6 City: Province: Postal Code: Country: Resident Canadian: Y Named On Stat Dec: RAMPERTAB SHAMEZE LI

 

 

!Corporate Access Numbe I Legal Entity Name I 12017221298 IIZOMEDICA PHARMACEUTICALS CORP.I 12019773122 IIZOMEDICA PHARMACEUTICALS LTD. I Amalgamating Corporation Attachm nt:. I Attachment Type IIMicrofilm Bar Codelloate Recorded! !Other Rules or ProvisionsllELECTRONIC 112016/06/21 I !statutory· Declaration 1110000907120614999!!2016/06/21 !Share Structure IIELECTRONIC 112016/06/21 I Registration Authorized By: PAUL A. BOLGER SOLICITOR 0 u

 

 

SCHEDUL E O F SHAR E CAPITAL THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATIO N I S AUTHORIZE D T O ISSUE: (a ) (b ) A n unlimite d numbe r o f Commo n Shares ; and, An unlimited number of Preferred Shares. A. The Directors of the Corporation may at any time issue any Preferred Shares in one or more series, each serie s t o consis t o f suc h numbe r o f share s a s ma y be determined by the Directors. The Directors may determine at the time of issuance the designation, rights, privileges, restriction s an d condition s attachin g t o th e share s o f each series. SPECIAL RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHIN G T O EAC H CLAS S O F SHARES (I) DIVIDENDS (A) Subject to any rights, privileges, restrictions and conditions which may have been determined by the Directors to which to any series of Preferred shares, the Directors shall have complete uncontrolled discretion to pay dividend s o n an y clas s o r classe s o f share s o r an y series withi n a clas s o f share s issue d an d outstandin g i n any particular year to the exclusion of any other class or classes of shares or any series within a class of shares out of any or all profits or surplus available for dividends. (II ) REPAYMEN T O F CAPITAL (A) On the winding - up, liquidation or dissolution of the Corporation or upon the happening of any other event giving rise to a distribution of the Corporation's assets other than by way of dividend amongst its Shareholders for the purposes of winding - up its affairs (any such occurrence is hereafter called "Winding - Up"), subject to any rights, privileges, restrictions and conditions which may have been determined by the Directors to attach to any series of Preferred shares, the holders of all shares shall be entitled to participate pari passu. (III) VOTIN G RIGHT S AN D RESTRICTIONS (A) Common shares. At all meetings of Shareholders of the Corporation, each holder of Common shares shall be entitled t o on e (1 ) vot e fo r eac h Commo n shar e held. (B) Preferred shares. The holders of the Preferred shares shall have no right to receive notice of or to be present at or vote either in person or by proxy, at any general meeting of the Corporation by virtue of or in respect of thei r holdin g o f Preferre d Shares.

 

 

SCHEDUL E O F OTHE R RULE S O R PROVISIONS (a) The Directors may, between Annual General Meetings, appoint one or more additional Directors of the Corporation t o serv e unti l th e nex t Annua l Genera l Meeting , bu t the number of additional Directors shall not at any time exceed 1/ 3 o f th e numbe r o f Director s wh o hel d offic e a t the expiration of the last Annual General Meeting of the Corporation. (b) A Director or Directors of the Corporation may be elected or appointed for terms expiring not later than the clos e o f th e thir d Annua l Meetin g o f Shareholder s following th e election. (c) The Corporation has a lien on a share registered in the name of a Shareholder or his legal representative for a debt of that Shareholder to the Corporation .

 

Exhibit 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Robert Cohen, certify that:

 

  1. I have reviewed this quarterly report on Form 10-Q of Zomedica Corp.;
         
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
         
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
         
  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
         
      a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
         
      b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
         
      c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
         
      d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
         
  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
         
      a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
         
      b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

  Date: May 12, 2021
   
  /s/ Robert Cohen
 

Robert Cohen

Chief Executive Officer and Principal Executive Officer

   

 

 

 

Exhibit 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Ann Marie Cotter, certify that:

 

  1. I have reviewed this quarterly report on Form 10-Q of Zomedica Corp.;
         
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
         
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
         
  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
         
      a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
         
      b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
         
      c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
         
      d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
         
  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
         
      a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
         
      b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

  Date: May 12, 2021
   
  /s/ Ann Marie Cotter
 

Ann Marie Cotter

Chief Financial Officer and Principal Financial Officer

   

 

 

Exhibit 32.1

 

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

 

In connection with the Quarterly Report on Form 10-Q of Zomedica Corp. (the “Company”) for the three month period ended March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Robert Cohen, Chief Executive Officer of the Company, and Ann Marie Cotter, Chief Financial Officer of the Company, hereby certify, to the knowledge of the undersigned, pursuant to 18 U.S.C. Section 1350, that:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: May 12, 2021   By: /s/ Robert Cohen
    Robert Cohen
    Chief Executive Officer
    (Principal Executive Officer)
     
Date: May 12, 2021   By: /s/ Ann Marie Cotter
    Ann Marie Cotter
    Chief Financial Officer
    (Principal Financial Officer)

 

 

This Certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing.

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.