Interim results
31/08/2022 07:00
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RNS Number : 6274X Clarify Pharma PLC 31 August 2022
The information contained within this announcement is deemed by the Company to
constitute inside information stipulated under the Market Abuse Regulation
(EU) No. 596/2014, as retained as part of the law of England and Wales. Upon
the publication of this announcement via the Regulatory Information Service,
this inside information is now considered to be in the public domain.
Press Release
31 August 2022
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 2022.
Executive Director's Statement
Introduction
I am delighted to report the Company's interim set of results for the six
months ended 31 May 2022
The Company held cash and cash equivalents of £1.21 million as at 31 May
2022, reflecting proceeds from the £1.29 million pre-IPO fundraising. Cash
and cash equivalents amounted to £1.09 million as at 26 August 2022.
The potential benefits of psychedelic drugs have been recognised in both the
UK and the US and the medical use of psychedelics is progressively emerging as
an alternative candidate to conventional therapies for individuals suffering
from elusive maladies like PTSD, addiction, Alzheimer's and depression.
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 UK. There is a new
window of opportunity as the industry continues to gain more traction and
credibility as a result of new scientific research and evidence. We look
forward to capitalising on these promising long-term trends in this
cutting-edge medical frontier.
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 Disclosure and 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 Disclosure and 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 22 August 2022.
For further information please contact:
Clarify Pharma
Jon Bixby via Tancredi +44 207 887 7633
Executive Chairman
First Sentinel
Corporate Adviser +44 7876 888 011
Brian Stockbridge
Tennyson Securities
Corporate Broker +44 207 186 9030
Peter Krens
Tancredi Intelligent Communication
Media Relations
Catrina Daly +44 7727 153 868
Salamander Davoudi +44 7957 549 906
clarifypharma@tancredigroup.com
About Clarify Pharma PLC:
Listed on the Aquis Stock Exchange in London, Clarify Pharma is an investment
vehicle focusing on investing in biotech and life sciences companies seeking
to prove the safety and efficacy of psychedelic-based substances. The Company
looks to identify investment opportunities in the life sciences sector within
the UK, Canada and other growing markets, with the objective of generating
long-term capital growth and building investments in an R&D pipeline of
companies which are discovering, developing, or deploying safe and
evidence-based psychedelic inspired medicines and experiential therapies that
alleviate mental health problems and enhance wellbeing.
The Company's Directors have an established track record, experience and
networks in the psychedelic, cannabinoid and media industries, to drive value
creation.
https://www.clarifypharma.com/ (https://www.clarifypharma.com/)
STATEMENT OF COMPREHENSIVE INCOME
FOR THE 6 MONTH PERIOD ENDING 31 MAY 2022
Unaudited Unaudited Audited
Period ending Period ending Year ending
31 May
31 May
30 November
2022
2021
2021
Note £ £ £
Continuing Operations
Administrative expenses (297,169) (472,770) (1,255,552)
Operating loss (297,169) (472,770) (1,255,552)
Finance Income - 22 59
Loss before taxation (297,169) (472,748) (1,255,493)
Taxation on loss of ordinary activities - - -
Loss for the year from continuing operations (297,169) (472,748) (1,255,493)
Other comprehensive income 26,124 - 23,631
Total comprehensive loss for the year attributable to shareholders from (271,045) (472,748) (1,231,862)
continuing operations
Basic & dilutive earnings per share - pence 4 (0.091) (1.050) (0.560)
The notes on page 8-11 form an integral part of the condensed interim
financial statements.
STATEMENT OF FINANCIAL POSITION
AS AT 31 MAY 2022
Unaudited Unaudited Audited
As At As At As At
31 May
31 May
30 November
2022
2021
2021
Note £ £ £
NON-CURRENT ASSETS
Investments 554,499 - 528,375
TOTAL NON-CURRENT ASSETS 554,499 - 528,375
CURRENT ASSETS
Cash and cash equivalents 1,213,568 1,155,870 1,523,665
Trade and other receivables 508,500 - 508,000
TOTAL CURRENT ASSETS 1,722,068 1,155,870 2,031,665
TOTAL ASSETS 2,276,567 1,155,870 2,560,040
EQUITY
Share capital 5 297,195 218,775 297,195
Share Premium 5 2,859,005 807,159 2,859,005
Share Based Payment Reserve 6 575,024 360,096 575,024
Retained Earnings (1,502,907) (472,748) (1,231,862)
TOTAL EQUITY 2,228,317 913,282 2,499,362
CURRENT LIABILITIES
Trade and other payables 48,250 242,588 60,678
TOTAL CURRENT LIABILITIES 48,250 242,588 60,678
TOTAL LIABILITIES 48,250 242,588 60,678
TOTAL EQUITY AND LIABILITIES 2,276,567 1,155,870 2,560,040
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
22 August 2022 and were signed on its behalf by:
Nicholas Lyth
Director
STATEMENT OF CHANGES IN EQUITY
FOR THE 6 MONTH PERIOD ENDING 31 MAY 2022
Share Capital Share Premium Share based payment reserve Retained Earnings Total Equity
£
£
£
£
£
Loss for period - - - (472,748) (472,748)
Other comprehensive income - - - - -
Total comprehensive income for year - - - (472,748) (472,748)
-
Transactions with owners in own capacity -
Ordinary shares issued 218,775 807,159 - - 1,025,934
Advisor warrants issued - - 360,096 - 360,096
Transactions with owners in own capacity 218,775 807,159 360,096 - 1,386,030
Balance at 31 May 2021 218,775 807,159 360,096 (472,748) 913,282
Loss for period - - - (782,745) (782,745)
Other comprehensive income - - - 23,631 23,631
Total comprehensive income for year - - - (759,114) (759,114)
Transactions with owners in own capacity
Ordinary shares issued 78,420 2,143,806 - - 2,222,226
Advisor warrants issued - 60,930 214,928 - 275,858
Share issue costs - (152,890) - - (152,890)
Transactions with owners in own capacity 78,420 2,051,846 214,928 - 2,345,194
Balance at 30 November 2021 297,195 2,859,005 575,024 (1,231,862) 2,499,362
Loss for period - - - (297,169) (297,169)
Other comprehensive income - - - 26,124 26,124
Total comprehensive income for year - - - (271,045) (271,045)
Transactions with owners in own capacity
Transactions with owners in own capacity - - - - -
Balance at 31 May 2022 297,195 2,859,005 575,024 (1,502,907) 2,228,317
STATEMENT OF CASHFLOWS
FOR THE 6 MONTH PERIOD ENDING 31 MAY 2022
Unaudited Unaudited Audited
6 month period ended 6 month period ended 12 month period ended
31 May
31 May
30 November
2022
2021
2021
Note £ £ £
Cash flow from operating activities
Loss for the financial year (271,045) (472,748) (1,231,862)
Adjustments for:
Share based payments - 360,096 635,954
Foreign exchange movements (26,124) - (23,631)
Changes in working capital:
Decrease / (increase) in trade and other receivables (500) 1 (507,999)
Increase / (decrease) in trade and other payables (12,429) 242,566 60,678
Net cash outflow from operating activities (310,098) 129,915 (1,066,860)
Cash flows from investing activities
Interest received - 22 -
Investments in unlisted companies - - (504,744)
Net cash flow from investing activities - 22 (504,744)
Cash flows from financing activities
Proceeds from Issue of Shares - 1,025,933 3,248,249
Share Issue Costs - - (152,980)
Net cash flow from financing activities - 1,025,933 3,095,269
Net increase in cash and cash equivalents (310,098) 1,155,870 1,523,665
Cash and cash equivalents at beginning of the period 1,523,665 - -
Foreign exchange impact on cash - - -
Cash and cash equivalents at end of the period 1,213,567 1,155,870 1,523,665
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDING 31 MAY 2022
1 General information
Clarify Pharma Plc was incorporated on 1 November 2019 in England and Wales
and remains domiciled there with Registered Number 12294271 under the
Companies Act 2006. The company was originally incorporated under the name
Mena Esports Plc and subsequently changed its name to Clarify Pharma Plc on 4
February 2021.
The address of its registered office is 9th Floor 16, Great Queen Street,
London, England, WC2B5DG.
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 2022, being
six months from the financial year end for the Company being 30 November 2021.
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 2021. The Company has disclosed comparative data for the
period from 1 December 2020 to 31 May 2021 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 £35,000/month. At
period end the Company had cash and cash equivalents of £1,213,568 which at
current cash burn rate is more than sufficient to last for at least 12 months
and supports the adoption of the going concern.
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 2021. 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 Earnings per share
The calculation for basic and diluted earnings per ordinary share is based on
the total comprehensive loss after income tax attributable to equity
shareholders for the period and is as follows:
Unaudited Unaudited Audited
31 May 31 May 30 November
2022
2021
2021
Net loss for the period attributable to ordinary equity holders for continuing (271,045) (472,748) (1,231,862)
operations (£)
Weighted average number of ordinary shares in issue 297,196,000 44,841,665 219,707,652
Basic and diluted earnings per share for continuing operations (pence) (0.0912) (1.054) (0.561)
Earnings per ordinary share are calculated using the weighted average number
of ordinary shares in issue during the period. A loss was made during the
period and therefore basic EPS is equal to the diluted EPS.
5 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 2022.
6 Share based payments reserve
As at 31 As at 31
May 2022 May 2021
£ £
Advisor warrants 575,024 360,096
Total 575,024 360,096
The following warrants over ordinary shares have been granted by the Company
and are outstanding at 31 May 2022:
Number of Warrants Exercise Price Expiry date
On incorporation - - -
Issued on 19 March 2021 20,500,000 £0.01 18 Mar 2024
Issued on 11 June 2021 6,187,950 £0.025 10 Jun 2026
Issued on 11 June 2021 10,000,000 £0.01 10 Jun 2024
Issued on 11 June 2021 5,000,000 £0.025 10 Jun 2024
Issued on 11 June 2021 39,210,000 £0.025 10 Jun 2023
At 31 May 2022 80,897,950
There were no dilutive instruments issued in the 6 month period ending 31 May
2022.
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 2022.
8 Related party transactions
Service Agreements
The Company has the following service agreements with directors of the
Company:
1) Toro Consulting Ltd
On April 5(th) 2021 the Company entered into a consultancy agreement with Toro
Consulting Ltd, a company owned and controlled by Jonathan Bixby. During the
period £60,000 was paid to Toro with an amount of £10,000 owed to Toro
Consulting Ltd in relation to consulting & administrative operations for
the month of May 2022.
2) Dark Peak Services Limited
On 4 June 2021 the Company entered into a consultancy agreement with Dark Peak
Services Limited, (Dark Peak), a company owned and controlled by Nicholas
Lyth. During the period £18,000 was paid to Dark Peak.
3) Marallo Holdings Inc
On 5 February 2021 the Company entered into a consultancy agreement with
Marallo Holdings Inc ("Marallo"), a company owned and controlled by director
Michael Edwards and his wife Julie Hamilton. During the period £35,000 was
paid to Marallo.
9 Events subsequent to period end
There were no material events subsequent to period end that require
disclosure.
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