PSY Shortwave Life Sciences Plc

30 January 2024

PSYCH CAPITAL PLC

("Psych", "Psych Capital", or "the Company")

Unaudited Interim Results for the Six Months Ended 31 October 2023

We are pleased to present the unaudited interim results for Psych Capital plc (AQSE: PSY) for the period to 31 October 2023.

During the period, as the first listed pure-play psychedelic company in London, the Company continued to pursue its strategy of raising awareness and investing in the field of innovative psychedelic-based drug development and treatments for mental health.

The Company's diligent research and assessment of potential disruptive psychedelic healthcare delivery models and opportunities for acquisition continued throughout the past year with the vetting of over 100 projects, companies and a variety of deal flow, culminating on 7 November 2023, in the acquisition of Short Wave Pharma Inc ("SWP") a bio-pharmaceutical company developing innovative drug combinations and delivery methods for patients suffering from critical unmet mental health conditions.

With the acquisition of SWP the Company has bolstered its executive management and directorship team with expertise in drug-development and in scaling of innovation towards high-value creation possibilities.

The Company completed the acquisition of SWP on November 7, 2023.  Shortwave Pharma Inc. is a Ontario registered company with operations based in Israel, which develops breakthrough therapies to address unmet medical needs in the field of mental health, with focus on the area of eating disorders. This strategic acquisition aligns with Psych Capital's commitment to improving patient care and advancing mental healthcare through innovative treatments.

Shortwave Pharma's initial program is a transformative therapy for anorexia nervosa, the most fatal eating disorder, a complex and often underserved area of healthcare with no approved pharmacological treatment. Eating disorders, including anorexia nervosa, bulimia nervosa, and binge-eating disorder, affect millions of individuals worldwide. According to the World Health Organization, it is estimated that approximately 9% of the global population suffers from an eating disorder, highlighting the significant market opportunity for effective treatments.

Shortwave Pharma developed a novel delivery method and drug combination for its initial eating disorders programme for anorexia nervosa. It has completed the preliminary early-stage activities that demonstrate the chemistry, manufacturing and controls ("CMC") and preclinical abilities of its drug delivery product. The final product meets regulatory requirements for the early phases of the clinical studies. The preclinical programme has so far demonstrated not only the safety profile of the drug, but also the ability of the Shortwave Pharma's product to bring the active ingredients to the blood flow without the first pass metabolism, which, Shortwave Pharma believes, will dramatically improve the efficacy of the drug, and will allow a better safety profile.

Shortwave Pharma is continuing with pre-clinical studies to complete the profiling of the drug, which should support the design of the clinical studies coming up later this year.

In its pursuit of leadership in the field of eating disorders, Shortwave Pharma has partnered with the Sheba Medical Centre, Israel's leading medical institution and eating disorders centre, in an investigator-initiated, open-label, phase II study of the safety and feasibility of psilocybin-assisted psychotherapy for the treatment of anorexia nervosa. Shortwave Pharma will obtain access to all data and a right of first refusal for commercializing IP generated from the study. The parties aim to cooperate in the future, in conducting a follow-on study using Shortwave Pharma's psilocybin-based formulation and buccal film delivery system.

Concurrently with the Acquisition, Shortwave Pharma has raised US$510,00 (including the US$120,000 cash payment by the Company) through a simple agreement for future equity ("SAFE").

The acquisition of Shortwave Pharma by Psych Capital PLC positions the combined entity as a leading player in the field of eating disorder treatments. By leveraging Shortwave Pharma's expertise in drug development, coupled with Psych Capital's extensive resources and global network, as well as its commitment to innovation in the field of mental health, the combined entity aims to accelerate the development of novel therapies and address the urgent needs of patients suffering from these critical illnesses. 

Following the acquisition, the Company intends to pursue a strategy further enabling innovative drug-development in the realm of mental health helping to operate and navigate high-potential projects and companies towards fruition. 

The Company held its second PSYCH Symposium at the British Museum on 5 July 2023 in London, generating approx. £60,000 in revenue, and with over 350 delegates in attendance, bringing together for the second time thought leaders from science, advocacy, regulation, and finance.

Board Appointments

Following the acquisition completion, Rivki Stern Youdkevich of Shortwave Pharma joined as CEO of the Company and, together with SWP director Roy Kait, as board members of Psych Capital. Following completion, the Company's non-executive Chairman Joseph Colliver stepped down. The Company is in the process of re-aligning its advisory team towards its strategy and goals of incubating and investing in innovative drug-development in the field of mental health care.

Financial Review

The Company achieved £51,465 of revenue in the period, due to the success of hosting the inaugural PSYCH Symposium. A pre-tax loss of £284,734 was reported, compared to a pre-tax loss of £929,932 in the prior period.

The Company's cash position at the end of the period was £133,167, excluding £92,743 (US Dollars 120,000) held in escrow to satisfy the cash element of the acquisition of Shortwave Pharma Inc.

The unaudited interim results to 31 October 2023 have not been reviewed by the Company's auditor.

Williams Potts

Director

The Directors of the Company accept responsibility for the contents of this announcement.

Enquiries:

Company:

William Potts: +44 20 3838 7621

Rivki Stern: +972 54 762 1621

info@psych.capital

https://psych.capital

Peterhouse Capital Limited:

Corporate Adviser:
Guy Miller /Narisha Ragoonanthun: + 44 (0) 20 7469 0930

Corporate Broker

Lucy Williams: +44 (0) 20 7469 0930
Duncan Vasey: +44 (0) 20 7220 9797 (Direct)

1.        GENERAL INFORMATION

The Company was incorporated on 22 April 2021 in England and Wales with Registered Number 13351629 under the Companies Act 2006. The principal activity of the business will be to identify, fund and build future leaders in psychedelic science and healthcare, with a focus in UK and Europe.

The registered address of the Company is 17 Hanover Square, London, England, W1S 1BN.

2.        BASIS OF PREPARATION

These condensed interim financial statements for the period ended 31 October 2022 have been prepared in accordance with the AQSE rules for Companies.  As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 30 April 2023, which have been prepared in accordance with UK-adopted International Financial Reporting Standards (IFRS).

The directors are satisfied that, at the time of approving the condensed interim financial statements, it is appropriate to adopt a going concern basis of accounting and in accordance with the recognition and measurement principles of UK-adopted International Financial Reporting Standards (IFRS) adopted for use in the United Kingdom ("IFRS").

In reaching this conclusion the directors have prepared a cashflow forecast which indicates that additional funds will be required during the year to continue to operate as per the forecast.  There are ongoing activities to raise the necessary funds but in the absence of the required funding being in place this condition indicates the existence of a material uncertainty which may cast significant doubt over the company's ability to continue as a going concern.

The interim financial information set out above does not constitute statutory accounts as defined by Section 434 of the Companies Act 2006.  Statutory financial statements for the year ended 30 April 2023 were approved by the Board of Directors on 30 October 2023 and delivered to the Registrar of Companies. The report of the independent auditor on those financial statements was unqualified.

3.        EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the earnings attributable to shareholders by the weighted average number of ordinary shares ("WANS") outstanding in the period. Diluted loss per share has not been calculated as the options and warrants have no dilutive effect given the loss arising in the period.

4.            SHARE CAPITAL AND RESERVES

No further shares were issued in the 6 months ended 31 October 2023, the total number of shares remaining at 290,033,335.

Share options and broker warrants

On 23 May 2022, the Company granted 31,835,832 share options to 10 of its directors, consultants, and advisors. The options lapse on 9 June 2024. 15,917,916 share options are exercisable at a strike price of 5p, 7,958,958 are exercisable at a strike price of 6p and 7,958,958 are exercisable at 8p.

On 23 May 2022, the Company granted 14,501,667 warrants to its brokers at a strike price of 5p. The options lapse on 9 June 2027.