TIDMPSYC
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 GBP1.21 million as
at 31 May 2022, reflecting proceeds from the GBP1.29 million
pre-IPO fundraising. Cash and cash equivalents amounted to GBP1.09
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
Brian Stockbridge +44 7876 888 011
------------------------------
Tennyson Securities
------------------------------
Corporate Broker
Peter Krens +44 207 186 9030
------------------------------
Tancredi Intelligent Communication
------------------------------
Media Relations
Catrina Daly
Salamander Davoudi +44 7727 153 868
clarifypharma@tancredigroup.com +44 7957 549 906
------------------------------
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/
STATEMENT OF COMPREHENSIVE INCOME
FOR THE 6 MONTH PERIODING 31 MAY 2022
Unaudited Unaudited Audited
Period ending Period ending Year ending
31 May 31 May 30 November
2022 2021 2021
Note GBP GBP GBP
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 continuing
operations (271,045) (472,748) (1,231,862)
--------------------------------- ----- ------------------------ ------------------------ ------------------------
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 GBP GBP GBP
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 PERIODING 31 MAY 2022
Share based
Share Capital Share Premium payment reserve Retained Earnings Total Equity
GBP GBP GBP GBP GBP
--------------- ------------------ ------------------ ------------------ --------------------- ------------------
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 PERIODING 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 GBP GBP GBP
----------------------- ------ --------------------------- --------------------------- ---------------------------
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 PERIODING 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 (GBP). 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 (GBP).
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 GBP35,000/month. At period end the
Company had cash and cash equivalents of GBP1,213,568 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
operations
(GBP) (271,045) (472,748) (1,231,862)
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
# GBP GBP GBP
--------------------- ---------------- -------------- -------------- ----------
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
GBP GBP
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 Expiry date
Price
------------------------- ------------------- --------- ------------
On incorporation - - -
Issued on 19 March 2021 20,500,000 GBP0.01 18 Mar 2024
Issued on 11 June 2021 6,187,950 GBP0.025 10 Jun 2026
Issued on 11 June 2021 10,000,000 GBP0.01 10 Jun 2024
Issued on 11 June 2021 5,000,000 GBP0.025 10 Jun 2024
Issued on 11 June 2021 39,210,000 GBP0.025 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 GBP60,000 was paid to Toro
with an amount of GBP10,000 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 GBP18,000 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 GBP35,000 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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