Clarify Pharma PLC - Interim Results
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Press Release
31 August 2023
Clarify Pharma PLC
("Clarify Pharma" or "The Company")
Interim results
Clarify Pharma (AQSE: PSYC), an investment vehicle specialising in biotech and life sciences companies seeking to prove the safety and efficacy of psychedelic-based substances, announces its unaudited financial results for the six months ended 31 May 2023.
Executive Director's Statement Introduction
I am pleased to report the Company's interim set of results for the six months ended 31 May 2023.
The Company held cash and cash equivalents of
The potential benefits of psychedelic drugs have been recognised in both the
We see opportunities for investing in companies with the required expertise and potential to become pioneers in the market. Psychedelic assisted therapy is in its earliest days of development, particularly in the
So as to maximise the Company's runway the Directors have, since the end of March 2023, deferred being paid any Director fees.
I would also like to take this opportunity to thank all our shareholders for their support.
Jonathan Bixby, Executive Director
Principal risks and uncertainties
The directors have assessed the operational environment of the Company and concluded that the principal risks and uncertainties have not materially changed since the most recent annual reporting date.
Responsibility Statement
We confirm that to the best of our knowledge
· |
the Interim Report has been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting, as adopted by the EU; and |
· |
gives a true and fair view of the assets, liabilities, financial position and profit/loss of the Company; and |
· |
the Interim Report includes a fair review of the information required by DTR 4.2.7R of the Discland Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the set of interim financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year. |
· |
the Interim Report includes a fair review of the information required by DTR 4.2.8R of the Disclosureand Transparency Rules, being the information required on related party transactions. |
The Interim Report was approved by the Board of Directors and the above responsibility statement was signed on 31 August 2023.
For further information please contact:
Clarify Pharma |
|
Jon Bixby
Executive Chairman |
via First Sentinel |
First Sentinel |
|
Corporate Adviser
Brian Stockbridge |
+44 7876 888 011 |
About Clarify Pharma PLC:
Listed on the Aquis Stock Exchange in
The Company's Directors have an established track record, experience and networks in the psychedelic , cannabinoid and media industries, to drive value creation
STATEMENT OF COMPREHENSIVE INCOME
FOR THE 6 MONTH PERIOD ENDING 31 MAY 2023
|
|
Unaudited |
Unaudited |
Audited |
|
Period ending 31 May 2023 |
Period ending 31 May 2022 |
Year ending 30 November 2022 |
|
|
Note |
£'000 |
£'000 |
£'000 |
Continuing Operations |
|
|
|
|
Administrative expenses |
|
(313) |
(297) |
(914) |
Capital loss on investments |
|
- |
- |
(97) |
Operating loss |
|
(313) |
(297) |
(1,011) |
Finance Income |
|
- |
- |
- |
Loss before taxation |
|
(313) |
(297) |
(1,011) |
Taxation on loss of ordinary activities |
|
- |
- |
- |
Loss for the year from continuing operations |
|
(313) |
(297) |
(1,011) |
Other comprehensive income |
|
- |
26 |
5 |
Total comprehensive loss for the year attributable to shareholders from continuing operations |
|
(313) |
(271) |
(1,006) |
Basic & dilutive earnings per share - pence |
|
(0.11) |
(0.09) |
(0.34) |
The notes on page 8-11 form an integral part of the condensed interim financial statements.
STATEMENT OF FINANCIAL POSITION AS AT 31 MAY 2023
|
|
Unaudited |
Unaudited |
Audited |
|
|
As At 31 May 2023 |
As At 31 May 2022 |
As At 30 November 2022 |
|
Note |
£'000 |
£'000 |
£'000 |
NON-CURRENT ASSETS |
|
|
|
|
Investments |
6 |
921 |
555 |
946 |
TOTAL NON-CURRENT ASSETS |
|
921 |
555 |
946 |
CURRENT ASSETS |
|
|
|
|
Cash and cash equivalents |
|
212 |
1,214 |
435 |
Trade and other receivables |
|
47 |
508 |
90 |
TOTAL CURRENT ASSETS |
|
259 |
1,722 |
525 |
TOTAL ASSETS |
|
1,180 |
2,277 |
1,471 |
EQUITY |
|
|
|
|
Share capital |
4 |
297 |
297 |
297 |
Share Premium |
4 |
2,810 |
2,859 |
2,810 |
Share Based Payment Reserve |
5 |
575 |
575 |
575 |
Other Reserves |
|
2 |
- |
2 |
Retained Earnings |
|
(2,589) |
(1,503) |
(2,275) |
TOTAL EQUITY |
|
1,096 |
2,228 |
1,409 |
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
Trade and other payables |
|
84 |
49 |
62 |
TOTAL CURRENT LIABILITIES |
|
84 |
49 |
62 |
TOTAL LIABILITIES |
|
84 |
49 |
62 |
TOTAL EQUITY AND LIABILITIES |
|
1,180 |
2,277 |
1,471 |
The notes on page 8-11 form an integral part of the condensed interim financial statements.
The condensed interim financial statements were approved and authorised by the Board of Directors on 31 August 2023 and were signed on its behalf by:
Nicholas Lyth Director
STATEMENT OF CHANGES IN EQUITY
FOR THE 6 MONTH PERIOD ENDING 31 MAY 2023
|
Share Capital £'000 |
Share Premium £'000 |
Share based payment reserve £'000 |
Other Reserves £'000 |
Retained Earnings £'000 |
Total Equity £'000 |
Loss for period |
- |
- |
- |
- |
(234) |
(234) |
Other comprehensive income |
- |
- |
- |
- |
- |
- |
Total comprehensive income for year |
- |
- |
- |
- |
(234) |
(234) |
|
|
|
|
|
|
- |
Transactions with owners in own capacity |
|
|
|
|
|
- |
Ordinary shares issued |
- |
- |
- |
- |
- |
- |
Advisor warrants issued |
- |
- |
- |
- |
- |
- |
Transactions with owners in own capacity |
- |
- |
- |
- |
- |
- |
Balance at 31 May 2022 |
297 |
2,810 |
575 |
- |
(1,503) |
2,179 |
Loss for period |
- |
- |
- |
- |
(772) |
(772) |
Other comprehensive income |
- |
- |
- |
2 |
- |
2 |
Total comprehensive income for year |
- |
- |
- |
2 |
(772) |
(770) |
Transactions with owners in own capacity |
|
|
|
|
|
|
Ordinary shares issued |
- |
- |
- |
- |
- |
- |
Advisor warrants issued |
- |
- |
- |
- |
- |
- |
Share issue costs |
- |
- |
- |
- |
- |
- |
Transactions with owners in own capacity |
- |
- |
- |
- |
- |
- |
Balance at 30 November 2022 |
297 |
2,810 |
575 |
2 |
(2,275) |
1,409 |
Loss for period |
- |
- |
- |
- |
(313) |
(313) |
Other comprehensive income |
- |
- |
- |
- |
- |
- |
Total comprehensive income for year |
- |
- |
- |
- |
(313) |
(313) |
Transactions with owners in own capacity |
|
|
|
|
|
|
Ordinary shares issued |
- |
- |
- |
- |
- |
- |
Advisor warrants issued |
- |
- |
- |
- |
- |
- |
Share issue costs |
- |
- |
- |
- |
- |
- |
Transactions with owners in own capacity |
- |
- |
- |
- |
- |
- |
Balance at 31 May 2023 |
297 |
2,810 |
575 |
2 |
(2,589) |
1,096 |
STATEMENT OF CASHFLOWS
FOR THE 6 MONTH PERIOD ENDING 31 MAY 2023
|
Unaudited |
Unaudited |
Audited |
6 month period ended 31 May 2023 |
6 month period ended 31 May 2022 |
12 month period ended 30 November 2022 |
|
Note |
£'000 |
£'000 |
£'000 |
Cash flow from operating activities |
|
|
|
Cash used by operations |
(233) |
(310) |
(581) |
Net cash outflow from operating activities |
(233) |
(310) |
(581) |
|
|
|
|
Cash flows from investing activities |
|
|
|
Investments - Additions |
- |
- |
(650) |
Investments - Disposals |
- |
- |
142 |
Net cash flow from investing activities |
- |
- |
(508) |
|
|
|
|
Cash flows from financing activities |
|
|
|
Proceeds from Issue of Shares |
- |
- |
- |
Share Issue Costs |
- |
- |
- |
Net cash flow from financing activities |
- |
- |
- |
|
|
|
|
Net (decrease) in cash and cash equivalents |
(233) |
(310) |
(1,089) |
Cash and cash equivalents at beginning of the period |
435 |
1,524 |
1,524 |
Foreign exchange impact on cash |
- |
- |
- |
Cash and cash equivalents at end of the period |
212 |
1,214 |
435 |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDING 31 MAY 2023
1 General information
Clarify Pharma Plc was incorporated on 1 November 2019 in
The address of its registered office is 9th Floor 16, Great Queen Street,
The principal activity of the company during the period under review was that of the incubation of and investment in companies that are developing therapeutic remedies using compounds with certain psychedelic properties.
2 Accounting policies
IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.
2.1 Basis of preparation
The condensed interim financial statements ("interim financial statements") have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" (IAS 34) as adopted by the European Union (EU). The interim financial statements have been prepared on the historical cost basis, except for assets and liabilities measured at fair value through profit and loss, and are presented in pounds sterling (£). All amounts have been rounded to the nearest pound, unless otherwise stated.
The interim financial statements have not been audited. The interim financial statements do not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The figures have been prepared using applicable accounting policies and practices consistent with those adopted in the audited annual financial statements ("annual financial statements") for the year ended 30 November 2021.
The interim financial statements are for the six months to 31 May 2023, being six months from the financial year end for the Company being 30 November 2022. The interim financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company's annual financial statements for the period ended 30 November 2022. The Company has disclosed comparative data for the period from 1 December 2021 to 31 May 2022 as required for disclosure by accounting standards as well audited figures from the annual financial statements.
The functional currency for the Company is determined as the currency of the primary economic environment in which it operates. Both the function and presentational currency of the Company Pounds Sterling (£).
The business is not considered to be seasonal in nature.
New standards, amendments and interpretations adopted by the Company
During the current period the Company adopted all the new and revised standards, amendments and interpretations that are relevant to its operations and are effective for accounting periods beginning on 1 December 2021. This adoption did not have a material effect on the accounting policies of the Company.
New standards, amendments and interpretations not yet adopted by the Company
The standards and interpretations that are relevant to the Company, issued, but not yet effective, up to the date of these interim financial statements have been evaluated by the directors and they do not consider that there will be a material impact of transition on the financial statements.
2.2 Going concern
The directors have assessed the Company's ability to adopt the going concern basis of accounting and consider the adoption to be appropriate in the preparation of the interim financial statements. As the Company exists currently it operates as a cash shell looking for potential opportunities in the life sciences sector. As a result of these limited operations the Company's monthly cash burn has historically been around
2.3 Risks and uncertainties
The principal risks and uncertainties relevant to the Company have not changed materially since the release of the annual financial statements for the period ending 30 November 2022. These risks can be referenced in the strategic report contained within the annual financial statements.
3 Critical accounting estimates and judgements
In the application of the Company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed below:
Share Based Payments
The Company measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. There have been no dilutive instruments issued in the period and the value remains equal to that in the annual financial statements as at the last reporting period.
Investments
Investments are classified as listed or unlisted. The valuation of listed investments is determined with reference to published share prices. The valuation of unlisted investments is assessed by the directors at each reporting date using any available financial information or reports available to them at that time. The directors' assessment of these valuations is subjective and may therefore impact profit and loss and equity in future period. The directors do not assess that the underlying value of the investments have fluctuated relative to the last reporting date however they have been re-valued to reflect the most recent foreign exchange rate fluctuations.
4 Share capital and share premium
|
Ordinary Shares |
Share Capital |
Share Premium |
Total |
|
# |
£ |
£ |
£ |
At 30 November 2021 |
297,196,000 |
297,195 |
2,859,005 |
3,156,200 |
|
|
|
|
|
At 31 May 2022 |
297,196,000 |
297,195 |
2,859,005 |
3,156,200 |
There were no shares issued in the 6 months ending 31 May 2023.
5 Share based payments and Other reserves
|
As at 31 May 2023 £ |
As at 31 May 2023 £ |
Share based payments Reserve |
575,024 |
575,024 |
Fair value adjustments on investments |
2,209 |
2,209 |
Total |
577,233 |
577,233 |
6 Investments
|
Unlisted Investments £'000 |
Listed Investments £'000 |
Total £'000 |
Opening Balance - 31 May 22 |
555 |
- |
555 |
Additions |
- |
366 |
366 |
Foreign Exchange movement |
25 |
- |
25 |
Opening Balance - 30 Nov 22 |
579 |
366 |
946 |
Additions |
- |
- |
- |
Foreign Exchange movement |
(15) |
(9) |
(24) |
Closing Balance - 31 May 23 |
565 |
357 |
921 |
The following warrants over ordinary shares have been granted by the Company and are outstanding at 31 May 2023:
|
Number of Warrants |
Exercise Price |
Expiry date |
On incorporation |
- |
- |
- |
Issued on 19 March 2021 |
20,500,000 |
|
18 Mar 2024 |
Issued on 11 June 2021 |
6,187,950 |
|
10 Jun 2026 |
Issued on 11 June 2021 |
10,000,000 |
|
10 Jun 2024 |
Issued on 11 June 2021 |
5,000,000 |
|
10 Jun 2024 |
Issued on 11 June 2021 |
39,210,000 |
|
10 Jun 2023 |
At 31 May 2022 |
80,897,950 |
|
|
There were no dilutive instruments issued in the 6 month period ending 31 May 2023.
The fair value of the share warrant rights granted are valued using the Black-Scholes option pricing model. The option pricing model assumptions can be referenced in the annual financial statements.
7 Financial commitments & contingent liabilities
There were no capital commitments or contingent liabilities pertaining to the Company at 31 May 2023.
8 Related party transactions
The company made payments to the following companies in relation to directors' fees:
|
Period 1 Dec to 31 May 2023 £ |
Year ended 30 Nov 2022 £ |
Toro Consulting Ltd - J Bixby |
48,000 |
96,000 |
Dark Peak Services Ltd - NJ Lyth |
12,000 |
36,000 |
Marallo Holdings Inc - MS Edwards |
30,000 |
60,000 |
Patrick McBride |
30,000 |
60,000 |
|
120,000 |
252,000 |
9 Events subsequent to period end
There were no material events subsequent to period end that require disclosure.
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