Exhibit 99.1










Financial Statements

consolidatedfinancialstate03.jpg


Third Quarter Ended September 30, 2019



Aurinia Pharmaceuticals Inc.
Interim Condensed Consolidated Statements of Financial Position (Unaudited)
As at September 30, 2019

(expressed in thousands of US dollars)

 
September 30,
2019
$

 
December 31,
2018
$

Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
134,539

 
117,967

Short term investments

 
7,889

Accounts receivable and accrued interest receivable
470

 
217

Prepaid expenses and deposits
3,629

 
6,775

 
138,638

 
132,848

Clinical trial contract deposits
209

 
358

Property and equipment (note 12)
406

 
41

Acquired intellectual property and other intangible assets
11,591

 
12,616

 
150,844

 
145,863

Liabilities
 
 
 
Current liabilities
 
 
 
Accounts payable and accrued liabilities
13,272

 
7,071

Lease liability (note 12)
125

 

Deferred revenue
118

 
118

Contingent consideration (note 4)

 
72

 
13,515

 
7,261

Lease liability (note 12)
253

 

Deferred revenue
235

 
324

Contingent consideration (note 4)
4,135

 
3,956

Derivative warrant liabilities (note 5)
8,965

 
21,747

 
27,103

 
33,288

Shareholders’ Equity
 
 
 
Common shares (note 6)
559,073

 
504,650

Contributed surplus
28,799

 
24,690

Accumulated other comprehensive loss
(805
)
 
(805
)
Deficit
(463,326
)
 
(415,960
)
 
123,741

 
112,575

 
150,844

 
145,863

Commitments (note 10)
 
 
 
Subsequent events (note 13)
 
 
 
The accompanying notes are an integral part of these interim condensed consolidated financial statements.




Aurinia Pharmaceuticals Inc.
Interim Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
For the three and nine month periods ended September 30, 2019 and 2018

(expressed in thousands of US dollars, except per share data)

 
Three months ended
 
 
Nine months ended
 
 
September 30,
2019
$

September 30,
2018
$

 
September 30,
2019
$

September 30,
2018
$

Revenue
 
 
 
 
 
Licensing revenue
230

30

 
289

89

Contract Revenue

345

 

345

 
230

375

 
289

434

 
 
 
 
 
 
Expenses
 
 
 
 
 
Research and development
17,791

11,152

 
39,574

30,543

Corporate, administration and business development
6,061

2,923

 
14,908

10,176

Amortization of acquired intellectual property and other intangible assets
348

403

 
1,041

1,196

Amortization of property and equipment
41

5

 
116

14

Other expenses (note 7)


 
720


 
24,241

14,483

 
56,359

41,929

Loss before interest income, finance costs, change in estimated fair value of derivative warrant liabilities and income tax expense
(24,011
)
(14,108
)
 
(56,070
)
(41,495
)
Interest income
636

691

 
2,234

1,563

Finance costs (note 7)
(149
)
(128
)
 
(338
)
(234
)
Loss before change in estimated fair value of derivative warrant liabilities and income taxes
(23,524
)
(13,545
)
 
(54,174
)
(40,166
)
Change in estimated fair value of derivative warrant liabilities (note 5)
4,512

(4,797
)
 
6,862

(9,361
)
Loss before income taxes
(19,012
)
(18,342
)
 
(47,312
)
(49,527
)
Income tax expense
25


 
54


Net loss and comprehensive loss for the period
(19,037
)
(18,342
)
 
(47,366
)
(49,527
)
Net loss per common share (note 8) (expressed in $ per share)
 
 
 
 
 
Basic and diluted loss per common share
(0.21
)
(0.21
)
 
(0.52
)
(0.59
)
 
 
 
 
 
 
Certain lines in the statement of operations and comprehensive loss have been disaggregated and re-labeled as described in note 7.

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



Aurinia Pharmaceuticals Inc.
Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)
For the nine month periods ended September 30, 2019 and 2018

(expressed in thousands of US dollars)

 
Common
shares
$

 
Warrants
$

 
Contributed
surplus
$

 
Deficit
$

 
Accumulated
other
comprehensive
loss
$

 
Shareholders’
equity
$

Balance – January 1, 2019
504,650

 

 
24,690

 
(415,960
)
 
(805
)
 
112,575

Issue of common shares
45,010

 

 

 

 

 
45,010

Share issue costs
(1,900
)
 

 

 

 

 
(1,900
)
Exercise of derivative warrants
7,413

 

 

 

 

 
7,413

Exercise of stock options
3,900

 

 
(1,477
)
 

 

 
2,423

Stock based compensation

 

 
5,586

 

 

 
5,586

Net loss and comprehensive loss for the period

 

 

 
(47,366
)
 

 
(47,366
)
Balance - September 30, 2019
559,073

 

 
28,799

 
(463,326
)
 
(805
)
 
123,741

 
 
 
 
 
 
 
 
 
 
 
 
Balance – January 1, 2018
499,200

 
906

 
18,360

 
(351,840
)
 
(805
)
 
165,821

Exercise of warrants
3,935

 
(888
)
 

 

 

 
3,047

Exercise of stock options
564

 

 
(209
)
 

 

 
355

Stock based compensation

 

 
5,646

 

 

 
5,646

Net loss and comprehensive loss for the period

 

 

 
(49,527
)
 

 
(49,527
)
Balance - September 30, 2018
503,699

 
18

 
23,797

 
(401,367
)
 
(805
)
 
125,342

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



Aurinia Pharmaceuticals Inc.
Interim Condensed Consolidated Statements of Cash Flows (Unaudited)
For the three and nine month periods ended September 30, 2019 and 2018
 
(expressed in thousands of US dollars)

 
Three months ended
 
Nine months ended
 
 
September 30,
2019
$

September 30,
2018
$

September 30,
2019
$

September 30,
2018
$

Cash flow provided by (used in)
 
 
 
 
Operating activities
 
 
 
 
Net loss for the period
(19,037
)
(18,342
)
(47,366
)
(49,527
)
Adjustments for
 
 
 
 
Amortization of deferred revenue
(30
)
(30
)
(89
)
(89
)
Amortization of property and equipment
41

5

116

14

Amortization of acquired intellectual property and other intangible assets
348

403

1,041

1,196

Amortization of short term investment discount (note 11)

(1
)
5

10

Revaluation of contingent consideration
127

93

207

242

Foreign exchange impact on lease liability
(6
)

12


Interest expense
9


30


Change in estimated fair value of derivative warrant liabilities
(4,512
)
4,797

(6,862
)
9,361

Stock-based compensation
2,022

1,506

5,586

5,646

 
(21,038
)
(11,569
)
(47,320
)
(33,147
)
Net change in other operating assets and liabilities (note 11)
9,263

242

9,143

(4,849
)
Net cash used in operating activities
(11,775
)
(11,327
)
(38,177
)
(37,996
)
 
 
 
 
 
Investing activities (note 11)
 
 
 
 
Proceeds on maturity of short term investment

9,999

7,884

20,000

Purchase of short term investments

(16,084
)

(36,084
)
Purchase of equipment
(22
)

(56
)
(22
)
Capitalized patent costs
(8
)

(16
)
(31
)
Net cash generated from (used in) investing activities
(30
)
(6,085
)
7,812

(16,137
)
 
 
 
 
 
Financing activities (note 11)
 
 
 
 
Net proceeds from issuance of common shares
14,280


43,110


Proceeds from exercise of stock options
608

8

2,423

355

Proceeds from exercise of derivative warrants


1,493


Proceeds from exercise of warrants



3,047

Principal elements of lease payments
(37
)

(89
)

Net cash generated from financing activities
14,851

8

46,937

3,402

Increase (decrease) in cash and cash equivalents during the period
3,046

(17,404
)
16,572

(50,731
)
Cash and cash equivalents – Beginning of period
131,493

132,302

117,967

165,629

Cash and cash equivalents – End of period
134,539

114,898

134,539

114,898

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



Aurinia Pharmaceuticals Inc.
Notes to Interim Condensed Consolidated Statements (Unaudited)
For the three and nine month periods ended September 30, 2019 and 2018

(expressed in US dollars, tabular amounts in thousands)



1
Corporate information
Aurinia Pharmaceuticals Inc. or the Company is a late clinical stage biopharmaceutical company, focused on developing and commercializing therapies to treat targeted patient populations that are suffering from serious diseases with a high unmet medical need. The Company is currently developing voclosporin, an investigational drug, for the treatment of lupus nephritis (LN), focal segmental glomerulosclerosis (FSGS) and Dry Eye Syndrome (DES).

Aurinia's head office is located at #1203-4464 Markham Street, Victoria, British Columbia, V8Z 7X8. The Company has its registered office located at #201, 17873-106 A Avenue, Edmonton, Alberta, T5S 1V8 where the finance function is performed.

Aurinia Pharmaceuticals Inc. is incorporated pursuant to the Business Corporations Act (Alberta). The Company’s common shares are currently listed and traded on the NASDAQ Global Market (NASDAQ) under the symbol AUPH and on the Toronto Stock Exchange (TSX) under the symbol AUP.

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Aurinia Pharma U.S., Inc. (Delaware incorporated) and Aurinia Pharma Limited (UK incorporated).

2
Basis of preparation
Statement of compliance
These interim condensed consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS), as applicable to interim financial reports including IAS 34, Interim Financial Reporting, and should be read in conjunction with the annual financial statements of the Company for the year ended December 31, 2018 which have been prepared in accordance with IFRS, as issued by International Accounting Standards Board (IASB).
These interim condensed consolidated financial statements were authorized for issue by the Board of Directors on November 12, 2019.
Basis of measurement
The interim condensed consolidated financial statements have been prepared on a going concern and historical cost basis, other than certain financial instruments recognized at fair value.
Functional and presentation currency
These interim condensed consolidated financial statements are presented in United States (US) dollars, which is the Company’s functional currency.
3
Accounting Policy
These interim condensed consolidated financial statements follow the same accounting policies and methods of their application as the December 31, 2018 annual audited consolidated financial statements except as described below for new accounting standards adopted effective January 1, 2019.

New Accounting Standards Adopted During the Period

IFRS 16— Leases
The Company has adopted IFRS 16 —Leases (IFRS 16) with the date of initial application of January 1, 2019 using the modified retrospective approach. In accordance with the transitional provisions in IFRS 16 comparative figures have not been restated, rather the reclassifications and adjustments arising from the adoption of this standard are recognized in the opening Statement of Financial Position on January 1, 2019. The impact of adoption of IFRS 16 is disclosed in Note 12.

The following policies are applicable from January 1, 2019. In the comparative period, leases were accounted for in accordance with the accounting policy for leases disclosed in the Company’s December 31, 2018 annual audited consolidated financial statements.

Policy applicable from January 1, 2019:
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether:

• the contract involves the use of an explicitly or implicitly identified asset;
• the Company has the right to obtain substantially all of the economic benefits from the use of the asset throughout the contract term;
• the Company has the right to direct the use of the asset.


(1)

Aurinia Pharmaceuticals Inc.
Notes to Interim Condensed Consolidated Statements (Unaudited)
For the three and nine month periods ended September 30, 2019 and 2018

(expressed in US dollars, tabular amounts in thousands)



The Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease, the date the underlying asset is available for use. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets includes the initial amount of lease liabilities recognized, initial direct costs incurred, restoration costs, and lease payments made at or before the commencement date less any lease incentive received, if any.

Unless the Company is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the right-of-use assets are depreciated on a straight-line basis over the shorter of the estimated useful life and the lease term. Right-of-use assets are subject to impairment.

At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The lease payments include fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees and the exercise price of a purchase option reasonably certain to be exercised by the Company.

After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the fixed lease payments or a change in the assessment to purchase the underlying asset.

The Company presents right-of-use assets in the property and equipment line and lease liabilities in the lease liability line on the interim condensed statement of financial position.

Short-term leases and leases of low value assets
The Company has elected to use the practical expedient permitted by the standard and not to recognize right-of-use assets and lease liabilities for leases that have a lease term of 12 months or less and do not contain a purchase option or for leases related to low value assets. Lease payments on short-term leases and leases of low value assets are recognized as an expense in the interim condensed statement of operations and comprehensive loss.

Critical Judgements in determining the lease term
In determining the lease term, management considers all facts and circumstances that create economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

4
Contingent consideration
The outstanding fair value of contingent consideration payable to ILJIN an affiliated shareholder and related party, is the result of an Arrangement Agreement (the Agreement) completed on September 20, 2013 between the Company, Aurinia Pharma Corp. and ILJIN. Pursuant to the Agreement, the remaining payments of up to $7,750,000 may be paid dependent on the achievement of pre-defined clinical and marketing milestones.
In the third quarter ended September 30, 2019 a pre-defined milestone for $100,000 was achieved and as result the Company recorded this amount in accounts payable and accrued liabilities with a corresponding reduction to the contingent consideration. This milestone combined with previous payments of $2,150,000 in 2017 has reduced the original contingent consideration from $10,000,000 to $7,750,000 at September 30, 2019.
At September 30, 2019, if all of the remaining milestones are met, the timing of these payments is estimated to occur as follows:
 
$

2021
6,625

2022
500

2023
125

2024
500

 
7,750

The fair value estimates at September 30, 2019 were based on a discount rate of 10% (December 31, 2018 - 10%) and a presumed payment range between 50% and 67.5% (December 31, 2018 - 50% and 74%). The fair value of this contingent consideration as at September 30, 2019 was estimated to be $4,135,000 (December 31, 2018 - $4,028,000). The increase reflected a $207,000 increase in the revaluation of the contingent consideration expense for the nine months ended September 30, 2019 offset by the $100,000 milestone achieved reclassified to accounts payable and accrued liabilities in the third quarter ended September 30, 2019.

(2)

Aurinia Pharmaceuticals Inc.
Notes to Interim Condensed Consolidated Statements (Unaudited)
For the three and nine month periods ended September 30, 2019 and 2018

(expressed in US dollars, tabular amounts in thousands)



The change in expected timing of milestone payments and passage of time, on revaluation, resulted in an increase in contingent consideration of $127,000 and $207,000 respectively for the three and nine months ended September 30, 2019 compared to an increase in contingent consideration of $93,000 and $242,000 for the same periods in 2018.

This is a Level 3 recurring fair value measurement. If the probability for success were to increase by a factor of 10% for each milestone, this would increase the net present value (NPV) of the obligation by approximately $636,000 as at September 30, 2019. If the probability for success were to decrease by a factor of 10% for each milestone, this would decrease the NPV of the obligation by approximately $636,000 as at September 30, 2019. If the discount rate were to increase to 12%, this would decrease the NPV of the obligation by approximately $146,000. If the discount rate were to decrease to 8%, this would increase the NPV of the obligation by approximately $155,000.
5
Derivative warrant liabilities
In accordance with IFRS, a contract to issue a variable number of shares fails to meet the definition of equity and must instead be classified as a derivative liability and measured at fair value with changes in fair value recognized in the consolidated statements of operations and comprehensive loss at each period-end. The derivative liabilities will ultimately be converted into the Company’s equity (common shares) when the warrants are exercised, or will be extinguished on the expiry of the outstanding warrants, and will not result in the outlay of any cash by the Company. Immediately prior to exercise, the warrants are remeasured at their estimated fair value. Upon exercise, the intrinsic value is transferred to share capital (the intrinsic value is the share price at the date the warrant is exercised less the exercise price of the warrant) . Any remaining fair value is recorded through the statement of operations and comprehensive loss as part of the change in estimated fair value of derivative warrant liabilities.
 
December 28, 2016
Warrants
 
February 14, 2014
Warrants
 
Total
 
# of warrants
(in thousands)

 
$

 
# of warrants
(in thousands)

 
$

 
# of warrants
(in thousands)

 
$

Balance at January 1, 2019
3,523

 
15,475

 
1,738

 
6,272

 
5,261

 
21,747

Conversion to equity (common shares) upon exercise of warrants

 

 
(1,738
)
 
(5,920
)
 
(1,738
)
 
(5,920
)
Revaluation of derivative warrant liability

 
(1,373
)
 

 
(352
)
 

 
(1,725
)
Balance at March 31, 2019
3,523

 
14,102

 

 

 
3,523

 
14,102

Revaluation of derivative warrant liability

 
(625
)
 

 

 

 
(625
)
Balance at June 30, 2019
3,523

 
13,477

 

 

 
3,523

 
13,477

Revaluation of derivative warrant liability

 
(4,512
)
 

 

 

 
(4,512
)
Balance at September 30, 2019
3,523

 
8,965

 

 

 
3,523

 
8,965

 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2018
3,523

 
8,948

 
1,738

 
2,845

 
5,261

 
11,793

Revaluation of derivative warrant liability

 
1,903

 

 
728

 

 
2,631

Balance at March 31, 2018
3,523

 
10,851

 
1,738

 
3,573

 
5,261

 
14,424

Revaluation of derivative warrant liability

 
1,231

 

 
702

 

 
1,933

Balance at June 30, 2018
3,523

 
12,082

 
1,738

 
4,275

 
5,261

 
16,357

Revaluation of derivative warrant liability

 
3,076

 

 
1,721

 

 
4,797

Balance at September 30, 2018
3,523

 
15,158

 
1,738

 
5,996

 
5,261

 
21,154


Derivative warrant liability related to December 28, 2016 Bought Deal public offering
On December 28, 2016, the Company completed a $28,750,000 Bought Deal public offering (the Offering). Under the terms of the Offering, the Company issued 12,778,000 units at a subscription price per Unit of $2.25, each Unit consisting of one common share and one-half (0.50) of a common share purchase warrant (a Warrant), exercisable for a period of five years from the date of issuance at an exercise price of $3.00. The holders of the Warrants issued pursuant to this offering may elect, if the Company does not have an effective registration statement registering or the prospectus contained therein is not available for the issuance of the Warrant Shares to the holder, in lieu of exercising the Warrants for cash, a cashless exercise option to receive common shares equal to the fair value of the Warrants. The fair value is determined by multiplying the number of Warrants to be exercised by the weighted average market price less the exercise price with the difference divided by the weighted average market price. If a Warrant holder exercises this option, there will be variability in the number of shares issued per Warrant.
At initial recognition on December 28, 2016, the Company recorded a derivative warrant liability of $7,223,000 based on the estimated fair value of the Warrants.

(3)

Aurinia Pharmaceuticals Inc.
Notes to Interim Condensed Consolidated Statements (Unaudited)
For the three and nine month periods ended September 30, 2019 and 2018

(expressed in US dollars, tabular amounts in thousands)



There were no derivative warrant exercises in the three and nine month periods ended September 30, 2019 and September 30, 2018 for the December 28, 2016 derivate warrants.
The Company uses the Black-Scholes pricing model to estimate fair value. The Company considers expected volatility of its common shares in estimating its future stock price volatility. The risk-free interest rate for the life of the Warrants was based on the yield available on government benchmark bonds with an approximate equivalent remaining term at the time of issue. The life of warrant is based on the contractual term.
As at September 30, 2019, the Company revalued the remaining derivative warrants at an estimated fair value of $8,965,000 (December 31, 2018$15,475,000). The Company recorded a decrease in the estimated fair value of the derivative warrant liability of $4,512,000 and $6,510,000 for the three and nine months ended September 30, 2019 (September 30, 2018 - increase of $3,076,000 and $6,210,000).
The following assumptions were used to estimate the fair value of the derivative warrant liability on September 30, 2019 and December 31, 2018.

September 30,
2019
$

December 31,
2018
$

Annualized volatility
33
%
55
%
Risk-free interest rate
1.61
%
2.45
%
Life of warrants in years
2.24

2.99

Dividend rate
0.0
%
0.0
%
Market price
5.34

6.82

Fair value per Warrant
2.54

4.39

These derivative warrant liabilities are Level 3 recurring fair value measurements. The key Level 3 inputs used by management to estimate the fair value are the market price and the expected volatility. If the market price were to increase by a factor of 10%, this would increase the estimated fair value of the obligation by approximately $1,761,000 as at September 30, 2019. If the market price were to decrease by a factor of 10%, this would decrease the estimated fair value of the obligation by approximately $1,711,000. If the volatility were to increase by 10%, this would increase the estimated fair value of the obligation by approximately $119,000. If the volatility were to decrease by 10%, this would decrease estimated fair value of the obligation by approximately $104,000 as at September 30, 2019.
Derivative warrant liability related to February 14, 2014 private placement offering
On February 14, 2014, the Company completed a $52,000,000 private placement. Under the terms of the Offering, the Company issued 18,919,404 units at a subscription price per Unit of $2.7485, each Unit consisting of one common share and one-quarter (0.25) of a common share purchase warrant (a Warrant), exercisable for a period of five years from the date of issuance at an exercise price of $3.2204. The holders of the Warrants issued pursuant to the February 14, 2014 private placement may elect, in lieu of exercising the Warrants for cash, a cashless exercise option to receive common shares equal to the fair value of the Warrants based on the number of Warrants to be exercised multiplied by a five-day weighted average market price less the exercise price with the difference divided by the weighted average market price. If a Warrant holder exercises this option, there will be variability in the number of shares issued per Warrant.
In the three month period ended March 31, 2019, the 1,738,000 derivative warrants outstanding at December 31, 2018 related to the February 14, 2014 private placement offering, were exercised. Certain holders of these Warrants elected the cashless exercise option and the Company issued 687,000 common shares on the cashless exercise of 1,274,000 Warrants. The remaining 464,000 warrants were exercised for cash, at a price of $3.2204 per common share and the Company received cash proceeds of $1,493,000 upon the issuance of 464,000 common shares. Pursuant to the exercise of these warrants, the Company transfered $5,920,000 from derivative warrant liabilities to equity (common shares) and recorded a net adjustment of $352,000 through the Statement of Operations and Comprehensive Loss. As a result, the derivative warrant liability of $6,272,000 at December 31, 2018 related to the February 14, 2014 private placement offering has been extinguished upon the exercise of the aforementioned warrants.

(4)

Aurinia Pharmaceuticals Inc.
Notes to Interim Condensed Consolidated Statements (Unaudited)
For the three and nine month periods ended September 30, 2019 and 2018

(expressed in US dollars, tabular amounts in thousands)



6
Share capital
a)
Common shares
Authorized
Unlimited common shares without par value

Issued
 
Common shares
 
Number
(in thousands)

 
$

Balance as at January 1, 2019
85,500

 
504,650

Issued pursuant to At The Market (ATM) Facilities
6,953

 
43,110

Issued pursuant to exercise of derivative liability warrants (note 5)
1,151

 
7,413

Issued pursuant to exercise of stock options
681

 
3,900

Balance as at September 30, 2019
94,285

 
559,073

 
 
 
 
Balance as at January 1, 2018
84,052

 
499,200

Issued pursuant to exercise of warrants
1,158

 
3,935

Issued pursuant to exercise of stock options
113

 
564

Balance as at September 30, 2018
85,323

 
503,699


ATM Facilities
September 13, 2019 ATM Facility
On September 13, 2019 the Company entered into an Open Market Sale Agreement (the “Sale Agreement”) with Jefferies LLC (“Jefferies”) pursuant to which the Company may from time to time sell, through at-the-market (“ATM”) offerings, common shares that would have an aggregate offering price of up to US$40,000,000. Aurinia filed a prospectus supplement with securities regulatory authorities in Canada in the provinces of British Columbia, Alberta and Ontario, and with the United States Securities and Exchange Commission, which supplements Aurinia’s short form base shelf prospectus dated March 26, 2018, and Aurinia’s shelf registration statement on Form F-10 dated March 26, 2018, declared effective on March 29, 2018. Sales from the ATM offering were only conducted in the United States through NASDAQ at market prices.
Pursuant to this agreement, in the three months ended September 30, 2019, the Company issued 2,345,250 common shares at a weighted average price of $6.40 resulting in gross proceeds of $15,010,000. The Company incurred share issue costs of $730,000 including a 3% commission of $450,000 paid to the agent and professional and filing fees of $280,000 directly related to the ATM.
November 30, 2018 ATM Facility
On November 30, 2018 the Company entered into an Open Market Sale Agreement (the “Sale Agreement”) with Jefferies LLC (“Jefferies”) pursuant to which the Company sold, through at-the-market (“ATM”) offerings, common shares that would have an aggregate offering price of up to US$30,000,000. Aurinia filed a prospectus supplement with securities regulatory authorities in Canada in the provinces of British Columbia, Alberta and Ontario, and with the United States Securities and Exchange Commission, which supplements Aurinia’s short form base shelf prospectus dated March 26, 2018, and Aurinia’s shelf registration statement on Form F-10 dated March 26, 2018, declared effective on March 29, 2018. Sales from the ATM offering were only conducted in the United States through NASDAQ at market prices.
Pursuant to this agreement the ATM Facility was fully utilized in the three months ended March 31, 2019 resulting in gross proceeds of $30,000,000 upon the issuance of 4,608,000 common shares at a weighted average price of $6.51. The Company incurred share issue costs of $1,170,000 including a 3% commission of $900,000 paid to the agent and professional and filing fees of $270,000 directly related to the ATM.

(5)

Aurinia Pharmaceuticals Inc.
Notes to Interim Condensed Consolidated Statements (Unaudited)
For the three and nine month periods ended September 30, 2019 and 2018

(expressed in US dollars, tabular amounts in thousands)



b)
Stock options and compensation expense
A summary of the stock options outstanding as at September 30, 2019 and September 30, 2018 and changes during the periods ended on those dates is presented below:
 
2019
 
2018

Number

 
Weighted
average
exercise
price in
CA$

 
Number

 
Weighted
average
exercise
price in
CA$

Outstanding – Beginning of period
7,591

 
5.51

 
4,864

 
4.80

Granted pursuant to Stock Option Plan
2,125

 
8.18

 
2,978

 
6.53

Granted pursuant to Section 613(c) of TSX manual
1,600

 
8.45

 

 

Exercised
(681
)
 
4.76

 
(113
)
 
4.06

Forfeited
(289
)
 
6.81

 

 

Outstanding – End of period
10,346

 
6.49

 
7,729

 
5.48

Options exercisable – End of period
5,683

 
5.56

 
4,170

 
4.91

The maximum number of Common Shares issuable under the Stock Option Plan is equal to 12.5% of the issued and outstanding Common Shares at the time the Common Shares are reserved for issuance. As at September 30, 2019 there were 94,285,000 Common Shares of the Company issued and outstanding, resulting in a maximum of 11,786,000 options available for issuance under the Stock Option Plan. An aggregate total of 8,627,000 options are presently outstanding in the Stock Option Plan, representing 9.2% of the issued and outstanding Common Shares of the Company.
In addition, on April 29, 2019, the Company granted 1,600,000 inducement stock options to the new Chief Executive Officer pursuant to Section 613(c) of the TSX Company Manual at a price of $6.28 (CA$8.45). The first 25% of these options vest on the one year anniversary of grant, and the remaining 75% vest in equal amounts over 36 months following the one year anniversary date and are exercisable for a term of ten years. These options are recorded outside of the Company’s stock option plan.
Previously, on May 2, 2016, the Company granted 200,000 inducement stock options to a new employee pursuant to Section 613(c) of the TSX Company Manual at a price of $2.92 (CA$3.66). These options vest in equal amounts over 36 months and are exercisable for a term of five years. At September 30, 2019 this employee currently holds 119,000 of these options. These options are recorded outside of the Company’s stock option plan.
The Stock Option Plan requires the exercise price of each option to be determined by the Board of Directors and not to be less than the closing market price of the Company’s stock on the day immediately prior to the date of grant. Any options which expire may be re-granted. The Board of Directors approves the vesting criteria and periods at its discretion. The options issued under the plan are accounted for as equity-settled share-based payments.

(6)

Aurinia Pharmaceuticals Inc.
Notes to Interim Condensed Consolidated Statements (Unaudited)
For the three and nine month periods ended September 30, 2019 and 2018

(expressed in US dollars, tabular amounts in thousands)



A summary of the stock options granted pursuant to the Stock Option Plan for the period ended September 30, 2019 and September 30, 2018 is presented below:
Nine month period ended September 30, 2019
Grant date
Grant price(6)
US$

Grant price(6)
CA$

Number
(in thousands)

January 29, 2019 - Directors(1)
6.06

8.04

210

January 29, 2019 - Officers(4)
6.06

8.04

875

January 29, 2019 - Employees(2)
6.06

8.04

260

January 29, 2019 - Employees(3)
6.06

8.04

20

March 29, 2019 - Employees(3)
6.42

8.62

10

April 2, 2019 - Employees(3)
6.72

8.97

30

April 24, 2019 - Employees(3)
6.29

8.48

5

April 29, 2019 - Chief Executive Officer (5)
6.28

8.45

1,600

April 29, 2019 - Directors(1)
6.28

8.45

60

April 29, 2019 - Employees(3)
6.28

8.45

10

July 3, 2019 - Directors(1)
6.42

8.39

140

July 3, 2019 - Employees(3)
6.42

8.39

25

August 19, 2019 - Employees(3)
5.90

7.85

455

September 4, 2019 - Employees(3)
5.70

7.56

15

September 26, 2019 - Employees(3)
5.63

7.47

10

 
 
 
3,725

Nine month period ended September 30, 2018
Grant date
Grant price(6)
US$

Grant price(6)
CA$

Number
(in thousands)

February 1, 2018 - Employees(2)
5.30

6.52

503

February 1, 2018 - Officers(2)
5.30

6.52

1,675

February 5, 2018 - Chief Executive Officer(2)
5.19

6.42

400

February 5, 2018 - Directors(1)
5.19

6.42

150

February 9, 2018 - Director(1)
5.09

6.40

50

February 22, 2018 - Director(1)
5.46

6.92

50

March 21, 2018 - Officer (3)
5.40

7.06

150




2,978

1.
These options vest in equal amounts over 12 months and are exercisable for a term of ten years.
2.
These options vest in equal amounts over 36 months and are exercisable for a term of ten years.
3.
These options vest 12/36 on the 12-month anniversary date and thereafter 1/36 per month over the next 24 months and are exercisable for a term of ten years.
4.
These options vest in equal amounts over 24 months and are exercisable for a term of ten years.
5.
These options vest 25% on the 12-month anniversary date and thereafter 75% vest 1/36 per month over the next 36 months and are exercisable for a term of ten years.
6.
Stock options are granted at a Canadian Dollar (CA$) exercise price, and converted to US Dollars (US$) based on the exchange rate when these stock options are granted.

Dr. Glickman and the Company entered into a transition agreement whereby upon his retirement as Chairman of the Board and Chief Executive Officer of the Company Dr. Glickman will continue to provide substantive services as an adviser, to the Company for a period of 12 months commencing May 6, 2019. Management applied judgment in assessing if the services to be provided are substantive. Unvested stock options at May 6, 2019 were modified such that they will vest in equal installments over the next 12 months, subject to Dr. Glickman remaining an adviser to the Company at each of the vesting dates.
The transition agreement resulted in 100,000 stock options that would have been forfeited at May 6, 2020 vesting on an accelerated timeline. Therefore, the Company considered that the amount expensed for such awards to date should be reversed. The Company recognized these 100,000 stock options as a new grant based on the fair value at the date of the transition agreement which will be expensed as they vest over the transition period. The Company also revised the allocation over the remaining vesting period to reflect the graded nature of the vesting over the transition period, at one twelfth per month.

(7)

Aurinia Pharmaceuticals Inc.
Notes to Interim Condensed Consolidated Statements (Unaudited)
For the three and nine month periods ended September 30, 2019 and 2018

(expressed in US dollars, tabular amounts in thousands)



Application of the fair value method resulted in charges to stock-based compensation expense of $2,022,000 and $5,586,000 for the three and nine months ended September 30, 2019 (2018 – $1,506,000 and $5,646,000) with corresponding credits to contributed surplus. For the three and nine month periods ended September 30, 2019, stock compensation expense has been allocated to research and development expense in the amount of $596,000 and $2,207,000 respectively (2018 – $619,000 and $2,173,000) and corporate, administration and business development expense in the amount of $1,426,000 and $3,379,000 (2018 – $887,000 and $3,473,000).
If the stock price volatility was higher by a factor of 10% on the option grant dates in 2019, this would have increased annual stock compensation expense by approximately $266,000. If the stock price volatility was lower by a factor of 10% on the grant date, this would have decreased annual stock compensation expense by approximately $274,000.
The Company used the Black-Scholes option pricing model to estimate the fair value of the options granted in 2019 and 2018.
The Company considers historical volatility of its common shares in estimating its future stock price volatility. The risk-free interest rate for the expected life of the options was based on the yield available on government benchmark bonds with an approximate equivalent remaining term at the time of the grant. The expected life is based upon the contractual term, taking into account expected employee exercise and expected post-vesting employment termination behavior.
The following weighted average assumptions were used to estimate the fair value of the options granted during the nine months ended September 30, 2019:

September 30,
2019

September 30,
2018

Annualized volatility
52
%
55
%
Risk-free interest rate
1.61
%
2.04
%
Expected life of options in years
4.0 years

4.0 years

Estimated forfeiture rate
15.7
%
22.4
%
Dividend rate
0.0
%
0.0
%
Exercise price
$
6.16

$
5.28

Market price on date of grant
$
6.16

$
5.28

Fair value per common share option
$
2.57

$
2.33


The following table summarizes information on stock options outstanding as at September 30, 2019:
Options outstanding
 
Options exercisable

Range of exercise prices CA$
Number outstanding
(in thousands)

 
Weighted average remaining contractual life (years)
 
Number outstanding
(in thousands)

3.39 - 3.96
616

 
1.57
 
613

4.21 - 5.19
2,733

 
2.53
 
2,516

6.40 - 6.92
2,544

 
7.07
 
1,451

7.06 - 7.85
720

 
9.39
 
118

8.04 - 8.62
3,410

 
9.30
 
737

8.97 - 9.45
323

 
7.33
 
248

 
10,346

 
6.45
 
5,683


(8)

Aurinia Pharmaceuticals Inc.
Notes to Interim Condensed Consolidated Statements (Unaudited)
For the three and nine month periods ended September 30, 2019 and 2018

(expressed in US dollars, tabular amounts in thousands)



7
Other expenses and finance costs
 
Three months ended
 
 
Nine months ended
 
 
September 30,
2019
$

September 30,
2018
$

 
September 30,
2019
$

September 30,
2018
$

Other expenses
 
 
 
 
 
Proxy contest costs


 
720


 
 
 
 
 
 
Finance costs
 
 
 
 
 
Interest expense
9


 
30


Revaluation adjustment on contingent consideration (note 4)
127

93

 
207

242

Foreign exchange loss (gain) and other
13

35

 
101

(8
)
 
149

128

 
338

234

Other expenses is comprised of proxy contest costs related to a dissident shareholder's challenge of the Company's 2019 annual general meeting proxy.
Previously, finance income and costs were labeled on the statement of operations and comprehensive loss as other income. In the current period they have been disaggregated and re-labeled as interest income and finance costs.
8
Net loss per common share
Basic and diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. In determining diluted net loss per common share, the weighted average number of common shares outstanding is adjusted for stock options and warrants eligible for exercise where the average market price of common shares for the three and nine months ended September 30, 2019 exceeds the exercise price. Common shares that could potentially dilute basic net loss per common share in the future that could be issued from the exercise of stock options and warrants were not included in the computation of the diluted loss per common share for the three and nine months ended September 30, 2019 because to do so would be anti-dilutive.
The numerator and denominator used in the calculation of historical basic and diluted net loss amounts per common share are as follows:
 
Three months ended
 
 
Nine months ended
 
 
September 30,
2019
$

September 30,
2018
$

 
September 30,
2019
$

September 30,
2018
$

Net loss for the period
(19,037
)
(18,342
)
 
(47,366
)
(49,527
)
 
 
 
 
 
 
 
Number
 
 
Number
 
Weighted average common shares outstanding
92,169

85,321

 
91,368

84,579

 
$

$

 
$

$

Net loss per common share (expressed in $ per share)
(0.21
)
(0.21
)
 
(0.52
)
(0.59
)

The outstanding number and type of securities that would potentially dilute basic loss per common share in the future and which were not included in the computation of diluted loss per share, because to do so would have reduced the loss per common share (anti-dilutive) for the periods presented, are as follows:
 
Three months ended
 
 
Nine months ended
 
 
September 30,
2019
$

September 30,
2018
$

 
September 30,
2019
$

September 30,
2018
$

Stock options
1,669

1,543

 
1,914

1,441

Warrants (derivative liabilities)
1,704

2,512

 
1,832

2,348

Warrants (equity)

10

 

10

 
3,373

4,065

 
3,746

3,799


(9)

Aurinia Pharmaceuticals Inc.
Notes to Interim Condensed Consolidated Statements (Unaudited)
For the three and nine month periods ended September 30, 2019 and 2018

(expressed in US dollars, tabular amounts in thousands)



9
Segment disclosures
The Company’s operations comprise a single reporting segment engaged in the research, development and commercialization of therapeutic drugs. As the operations comprise a single reporting segment, amounts disclosed in the consolidated financial statements represent those of the single reporting unit. The Company’s long-lived assets are located in Canada. The reported revenue was generated in the United States and China.
The Company recorded revenue generated in the United States of $200,000 and $200,000 for the three and nine months ended September 30, 2019 compared to $345,000 and $345,000 for the same periods in 2018 and recorded revenue generated in China of $30,000 and $89,000 for the three and nine months ended September 30, 2019 compared to $30,000 and $89,000 for the same periods in 2018.
10     Commitments
The Company has entered into contractual obligations for services and materials required for its clinical trial program, drug manufacturing and other operational activities. Future minimum payments to exit the Company’s contractual commitments are as follows:
 
Total
(in thousands)
 
Less than
one year
(in thousands)
 
One to three
years
(in thousands)
 
Four to five
years
(in thousands)
 
$

 
$

 
$

 
$

Short-term lease and variable payment obligations
294

 
138

 
156

 

Purchase obligations 
13,678

 
13,576

 
102

 

Total
13,972

 
13,714

 
258

 


11
Supplementary cash flow information
Net change in other operating assets and liabilities
 
Three months ended
 
 
Nine months ended
 
 
September 30,
2019
$

 
September 30,
2018
$

 
September 30,
2019
$

 
September 30,
2018
$

Accounts receivable
(222
)
 
(452
)
 
(253
)
 
(650
)
Prepaid expenses and deposits
3,153

 
(1,114
)
 
3,146

 
(2,724
)
Clinical trial contract deposits
149

 

 
149

 
(210
)
Accounts payable and accrued liabilities
6,183

 
1,808

 
6,101

 
(1,265
)
 
9,263

 
242

 
9,143

 
(4,849
)
Interest received
673

 
614

 
2,229

 
1,287


(10)

Aurinia Pharmaceuticals Inc.
Notes to Interim Condensed Consolidated Statements (Unaudited)
For the three and nine month periods ended September 30, 2019 and 2018

(expressed in US dollars, tabular amounts in thousands)



Cash flows from financing and investing activities:
 
Short term investments
$

 
Contingent consideration
$

 
Derivative warrants December 28, 2016
$

 
Derivative warrants February 14, 2014
$

 
Common shares
$

 
Warrants
$

 
Contributed surplus
$

Balance at
January 1, 2019
7,889

 
(4,028
)
 
(15,475
)
 
(6,272
)
 
(504,650
)
 

 
(24,690
)
Cash flow - Proceeds from short term investment
(7,884
)
 

 

 

 

 

 

Cash flow - Net proceeds from ATM

 

 

 

 
(43,110
)
 

 

Cash flow - Proceeds from exercise of derivative warrants

 

 

 

 
(1,493
)
 

 

Cash flow - Proceeds from exercise of options

 

 

 

 
(2,423
)
 

 

Non-cash changes - Contingent consideration milestone

 
100

 

 

 

 

 

Non-cash changes - Conversion to common shares

 

 

 
5,920

 
(7,397
)
 

 
1,477

Non-cash changes - Fair value adjustments

 
(207
)
 
6,510

 
352

 

 

 

Non-cash changes - Stock Based Compensation

 

 

 

 

 

 
(5,586
)
Non-cash changes - Other
(5
)
 

 

 

 

 

 

Balance at
September 30, 2019

 
(4,135
)
 
(8,965
)
 

 
(559,073
)
 

 
(28,799
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at
January 1, 2018
7,833

 
(3,792
)
 
(8,948
)
 
(2,845
)
 
(499,200
)
 
(906
)
 
(18,360
)
Cash flow - Purchases
36,084

 

 

 

 

 

 

Cash flow - Proceeds from short term investment
(20,000
)
 

 

 

 

 

 

Cash flow - Proceeds from exercise of warrants

 

 

 

 
(3,047
)
 

 

Cash flow - Proceeds from exercise of options

 

 

 

 
(355
)
 

 

Non-cash changes - Conversion to common shares

 

 

 

 
(1,097
)
 
888

 
209

Non-cash changes - Fair value adjustments

 
(242
)
 
(6,210
)
 
(3,151
)
 

 

 

Non-cash changes - Stock Based Compensation

 

 

 

 

 

 
(5,646
)
Non-cash changes - opening adjustment on change in accounting policy
78

 

 

 

 

 

 

Non-cash changes - Other
(10
)
 

 

 

 

 

 

Balance at
September 30, 2018
23,985

 
(4,034
)
 
(15,158
)
 
(5,996
)
 
(503,699
)
 
(18
)
 
(23,797
)
12
Leases
The Company adopted IFRS 16 using the modified retrospective method with the date of initial application of January 1, 2019. Under this method, the standard is applied retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application. The Company also elected to use the practical expedients permitted by the standard for lease contracts that, at the commencement date, have a lease term of 12 months or less and do not contain a purchase option and lease contracts for which

(11)

Aurinia Pharmaceuticals Inc.
Notes to Interim Condensed Consolidated Statements (Unaudited)
For the three and nine month periods ended September 30, 2019 and 2018

(expressed in US dollars, tabular amounts in thousands)



the underlying asset is of low value. The Company has also elected not to reassess whether a contract is, or contains a lease at the date of initial application.

On adoption the Company was required to analyze all current commitments and determine which agreements were within the scope of IFRS 16 Leases. The Company determined that its three facility agreements, previously classified as operating leases under the principles of IAS 17 Leases, were within the scope of the new standard.
For the lease of our head office facility in Victoria, British Columbia the Company recognized a right-of-use asset and a corresponding lease liability as at January 15, 2019 at which time a modification to an existing, and almost expired, lease agreement was signed. The modification extended the lease term an additional 36 months rendering the practical expedient not applicable to the Victoria facility lease. The right-of-use asset was recognized based on the amount equal to the lease liability, adjusted for any related prepaid and accrued lease payments previously recognized. The lease liability was measured at the present value of the remaining lease payments and was discounted using the Company's estimated incremental borrowing rate as at January 15, 2019, over the term of the lease.
For the two other facility leases identified, the Company was able to apply a practical expedient permitted by the standard, which allowed the Company to account for operating leases with a remaining lease term of 12 months or less as at January 1, 2019 as short term leases. For the three and nine month period ended September 30, 2019, the Company incurred short-term lease expense of $16,000 and $47,000 and variable lease expense of $24,000 and $55,000 respectively.
A reconciliation of the operating lease commitments disclosed applying IAS 17 in the December 31, 2018 annual audited financial statements and the least liability recognized at the date of initial application of IFRS 16 is as follows:

$

Operating lease commitments disclosed at December 31, 2018
800

Less: adjustment resulting from lease modification made in January 2019
(497
)
Less: operating costs not included in measurement of lease liability
(287
)
Less: short-term leases recognized on a straight-line basis as expense
(16
)
Lease liability recognized as at January 1, 2019


On January 15, 2019 the Company recognized a $425,000 right-of-use asset and a $425,000 lease liability. When measuring the lease liability, the Company discounted lease payments using its incremental borrowing rate at January 15, 2019. The incremental borrowing rate applied to the lease liability on January 15, 2019 was 10%.
The change in accounting policy resulted in the following adjustments to the Statement of Financial Position and Statement of Operations and Comprehensive Loss:
 
$

January 15, 2019 - Recognition of lease liability
425

Lease liability payments
(89
)
Interest expense
30

Foreign exchange impact on lease liability
12

September 30, 2019 - Lease liability
378

 
 
Current portion of lease liability
125

Non-current portion of lease liability
253

Lease Liability
378

 
 
January 15, 2019 - Recognition right-of-use asset
425

Right-of-use asset amortization
(93
)
September 30, 2019 - Right-of-use asset
332


13
Subsequent Events
Subsequent to September 30, 2019, the Company issued 41,000 common shares upon the exercise of 41,000 stock options for proceeds of $126,000. The Company also granted 315,000 stock options to new employees at a weighted average exercise price of $4.75(CA $6.21) and 21,250 stock options were forfeited.

(12)