Interim Results

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 Executive Chairman	via First Sentinel
First Sentinel
Corporate Adviser Brian Stockbridge	[phone]

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 PERIOD ENDING 31 MAY 2023

		Unaudited	Unaudited	Audited
	Period ending 31 May 2023		Period ending 31 May 2022	Year ending 30 November 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 2023	As At 31 May 2022	As At 30 November 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 £'000	Share Premium £'000	Share based payment reserve £'000	Other Reserves £'000	Retained Earnings £'000	Total Equity £'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 ended 31 May 2023		6 month period ended 31 May 2022	12 month period ended 30 November 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 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 2023.

5              Share based payments and Other reserves

	As at 31 May 2023 £	As at 31 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 £'000	Listed Investments £'000	Total £'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 31 May 2023 £	Year ended 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.

 

END