Interim Results
31/08/2023 17:02
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RNS Number : 0129L Clarify Pharma PLC 31 August 2023
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 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 £212,000 as at 31 May 2023.
Cash and cash equivalents amounted to £183,000as at 31 August 2023.
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.
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 via First Sentinel
Executive Chairman
First Sentinel
Corporate Adviser +44 7876 888 011
Brian Stockbridge
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 2023
Unaudited Unaudited Audited
Period ending Period ending Year ending 30 November
31 May 31 May 2022
2023 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 As At 31 May As At 30 November
2023 2022 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 Share Premium Share Other Reserves Retained Earnings Total Equity
£'000 £'000 based payment reserve £'000 £'000 £'000
£'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 6 month period 12 month
ended 31 May ended 31 May period ended 30 November
2023 2022 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 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 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
£75,000 per year. At period end the Company had cash and cash equivalents of
£212,000 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 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 Share Share
Shares Capital 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 As at 31
May 2023 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 Listed Investments £'000 Total
£'000 £'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 £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
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 Year ended
31 May 2023 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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