Full Year Results
14/05/2024 07:00
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RNS Number : 2559O Clarify Pharma PLC 14 May 2024
This announcement contains information which, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended). Upon the publication
of this announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain.
14 May 2024
Clarify Pharma PLC
("Clarify Pharma" or "The Company")
Full Year Results
Clarify Pharma plc (AQSE: PSYC), a company previously focusing on investing
in biotech and life sciences companies seeking to prove the safety and
efficacy of psychedelic-based substances, announces its audited financial
results for the twelve months ended 30 November 2023.
Highlight:
· The results show a loss of £0.8m (2022: £1m loss) during the year
with total Assets of £0.9m (2022: £1.5m), of which £0.2m (2022: £0.4m) was
in the form of Cash.
· During the year the Company made a number of transactions, investing
USD164,000 (2022: USD276,000) to acquire stakes in US-listed companies in the
psychedelic medicine sector.
· The auditor emphasises significant matter relating to the investment
in Beckley Psytech. During the course of the audit process, the auditor has
been unable to obtain any financial information pertaining to the investment
dated similarly to the balance sheet date of Clarify Pharma PLC. Due to the
absence of current figures, the auditor is unable to confidently ascertain the
accuracy and completeness of the investment's valuation presented in the
financial statements. Consequently, there is a risk that the figures reported
may not reflect the true financial position of the investment, and as such,
the reported value of £553,841 (579,470) could be materially misstated.
The Company's audited financial results for the 12-month period to 30 November
2023 can be found at www.clarifypharma/investors
(http://www.clarifypharma/investors) .
For further information please contact:
Clarify Pharma
Jon Bixby via First Sentinel
Executive Chairman
First Sentinel
Corporate Adviser +44 7858 888 007
Brian Stockbridge
Chairman's report
I am happy to report Clarify Pharma PLC ("the Company") full year results for
2023.
As previously highlighted in the most recent announcement on 15 April 2024,
the Company has shifted its focus to being a provider of Filecoin staking
nodes. Filecoin is a decentralised storage network that turns cloud storage
into an algorithmic market. The market runs on a blockchain with a native
protocol token (also called "Filecoin"), which miners earn by providing
storage to clients. To fund the change in focus, the Company has divested its
publicly listed investments in Atai Life Sciences Inc (NASDAQ: ATAI) and
Compass Pathways PLC (NASDAQ: CMPS). The Company still holds its stake in
Beckley Psytech Limited. In conjunction with the change of business focus, the
Company is pleased to announce that it is to change its name to File Forge
Technology PLC.
The Board of Directors believe that the File Forge name better reflects the
Company's desire to build an active and engaged community of investors that
believe in the opportunity of the Filecoin ecosystem and want public market
exposure to this growing market. Following the name change becoming effective,
the Company's ticker symbol, under which its shares are traded on the Aquis
Stock Exchange, will be changed to "FILE", and a further announcement will be
made; until such time, trading will continue under the "PSYC" stock ticker.
The Directors believe that these actions coupled with our expertise in the
crypto and technology spaces will lead to greater returns for shareholders. I
would like to take this opportunity to thank all our shareholders for their
support last year.
Mr Jonathan Bixby
Executive Chairman
INDEPENDENT AUDITOR REPORT
Opinion
We have audited the financial statements of Clarify Pharma PLC for the year
ended 30 November 2023 which comprise the statement of comprehensive income,
statement of financial position, statement of changes in equity, statement of
cashflow and notes to the financial statements, including a summary of
significant accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the United Kingdom in
accordance with the provisions of the Companies Act 2006.
In our opinion, the financial statements:
· give a true and fair view of the state of the company's affairs as at 30 November 2023 and of the
company's loss for the year then ended;
· have been properly prepared in accordance with IFRSs adopted by the United Kingdom; and
· have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Emphasis of matter
As part of our audit, we have encountered a significant matter relating to the
investment in Beckley Psytech. During the course of our audit process, we have
been unable to obtain any financial information pertaining to the investment
dated similarly to the balance sheet date of Clarify Pharma PLC. Due to the
absence of current figures, we are unable to confidently ascertain the
accuracy and completeness of the investment's valuation presented in the
financial statements. Consequently, there is a risk that the figures reported
may not reflect the true financial position of the investment, and as such,
the reported value of £553,841 (579,470) could be materially misstated.
Excluding the lack of up-to-date financial information, the available figures
indicate growth trends and a favourable performance of the Beckley Psytech
investment. It is important to note that the inability to access current and
accurate financial figures for the Beckley Psytech investment does not
invalidate the positive results reflected in the available data.
This emphasis of matter paragraph is not intended to modify the opinion on the
financial statements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the Directors'
assessment of the Company's ability to continue to adopt the going concern
basis of accounting including the following:
· Gaining an understanding of the systems and controls around managements' going concern
assessment.
· Evidence was obtained that management have undertaken a formal going concern
assessment, including sensitivity analysis on cash flow forecasts.
· We performed our own sensitivity analysis in respect of the key assumptions underpinning the
forecasts.
· We considered post period end performance of the business and any significant events which
may impact the going concern of the Company.
· We reviewed the adequacy and completeness of the disclosure included within the financial
statements in respect of going concern.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Company's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
In relation to the Company's reporting on how they have applied the UK
Corporate Governance Code, we have nothing material to add or draw attention
to in relation to the directors' statement in the financial statements about
whether the directors considered it appropriate to adopt the going concern
basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
looked at where the directors made subjective judgements, for example in
respect of significant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain. As in all of our
audits we also addressed the risk of management override of internal controls,
including evaluating whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud.
We performed a full scope audit on the main components of the business
representing a large proportion of the company's net assets.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. This is not a complete list of
all risks identified by our audit.
Impairment of investments
The company has held significant investments during the financial period.
Given the volatile and uncertain markets that surround pharmaceuticals, there
was the risk that these investments could require significant impairment after
a lack of success during their researching activities.
Going concern
The company's existence is solely for the purpose of investing into
pharmaceutical companies and therefore it does not generate any trading income
as such.
Consequently, there is a finite amount of cash available to fund the
operations of the company, therefore generating a risk for the foreseeable
going concern basis of the entity.
We reviewed the supporting documentation associated with the investment to
ensure an accurate costing was originally included within the financial
statements.
The investment has been verified against available present and future
financial data as well as any press releases etc that may present an
indication of impairment both as at the year end and going forward.
The impairment review is highly judgemental and required the assessment of
assumptions used, including around the future success of the researching
activities.
Based on the above procedures we consider this risk to be materially mitigated
We reviewed the post balance sheet date financial information associated with
the entity to ensure that there are sufficient plans in place to secure the
future operational activity.
It was identified that there are to be numerous cutbacks with regards to
expenditure, including the pausing of all director fees and salaries for the
foreseeable future.
We verified the after date position of the bank and performed sensitivity
analyses to estimate how long current cash levels could sustain an entity with
its current and expected future trading patterns.
Based on the above procedures we consider this risk to be materially
mitigated.
[The full independent auditor report can be found at
www.clarifypharma/investors (http://www.clarifypharma/investors) .]
CLARIFY PHARMA PLC - REGISTERED NUMBER 12294271 STATEMENT OF COMPREHENSIVE
INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2023
Audited Audited
Year ended Year ended
30 November 30 November
2023 2022
Note £'000 £'000
Continuing Operations
Revenue
Administrative expenses 4 (735) (914)
Capital loss on investments 10 - (97)
Operating loss (735) (1,011)
Loss before taxation (735) (1,011)
Taxation 7 - -
Loss after taxation (735) (1,011)
Other comprehensive income 8 (75) 5
Total comprehensive loss for the year
attributable
(810) (1,006) to
shareholders from continuing operations
Basic earnings per share -
pence
(0.25) (0.34)
Dilutive earnings per share -
pence
(0.25) (0.34)
The statement of comprehensive income has been prepared on the basis that all
operations are continuing operations.
STATEMENT OF FINANCIAL POSITION
AS AT 30 NOVEMBER 2023
Audited Audited
As at 30 November 2023 As at 30 November 2022
Note £'000 £'000
NON-CURRENT ASSETS
Investments 10 706 946
TOTAL NON-CURRENT ASSETS 706 946
CURRENT ASSETS
Cash and cash equivalents 11 167 435
Trade and other receivables 12 10 90
TOTAL CURRENT ASSETS 177 525
TOTAL ASSETS 883 1,471
CURRENT LIABILITIES
Trade and other payables 13 286 62
TOTAL CURRENT LIABILITIES 286 62
TOTAL LIABILITIES 286 62
NET ASSETS 597 1,409
EQUITY
Share capital 14 297 297
Share premium 14 2,810 2,810
Share based payment reserve 15 575 575
Fair value reserve 15 - 2
Retained earnings (3,085) (2,275)
TOTAL EQUITY 597 1,409
The financial statements were approved by the board on 10 May 2024 by:
Nicholas Lyth - Finance Director
STATEMENT OF CHANGES IN EQUITY
AS AT 30 NOVEMBER 2023
Share
based Fair
Share Share payment value Retained Total
Capital Premium reserve reserve Earnings Equity
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 30 November 2021 297 2,810 575 - (1,269) 2,413
Loss for period - - - - (1,011) (1,011)
Other comprehensive income - - - - 5 5
Total comprehensive income for year (1,006) (1,006)
Transactions with owners
Fair value adjustment on investments - - - 2 - 2
Transactions with owners - - - 2 - 2
Balance at 30 November 2022 297 2,810 575 2 (2,275) 1,409
Loss for period - - - - (735) (735)
Other comprehensive income - - - - (75) (75)
Total comprehensive income for year (810) (810)
Transactions with owners
Fair value adjustment on investments - - - (2) - (2)
Transactions with owners - - - (2) - (2)
Balance at 30 November 2023 297 2,810 575 - (3,085) 597
STATEMENT OF CASHFLOWS
FOR THE VEAR ENDED 30 NOVEMBER 2023
Audited Vear ended 30 November Audited Vear ended 30 November
2023 2022
Note £'000 £'000
Cash flow from operating activities
Loss for the financial year (810) (1,006)
Adjustments for:
Share based payments
Settlement of fees through issue of equity - 204
Foreign exchange movements 75 (5)
Capital loss on investments 163 97
Changes in working capital:
(Increase)/ decrease in trade and other receivables 80 166
Increase/ (decrease) in trade and other payables 224 (37)
Net cash outflow from operating activities (268) (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 increase in cash and cash equivalents (268) (1,089)
Cash and cash equivalents at beginning of the period 435 1,524
11
Cash and cash equivalents at end of the period 167 435
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