Full Year Results

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.

For further information please contact:

Clarify Pharma
Jon Bixby Executive Chairman	via First Sentinel
First Sentinel
Corporate Adviser Brian Stockbridge	[phone]

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.]

 

 

 

 

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 2023	30 November 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 2023	Audited Vear ended 30 November 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
Cash and cash equivalents at end of the period	11	167	435

 

 

END