TIDMPSYC
RNS Number : 1164K
Clarify Pharma PLC
31 August 2021
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 2021
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
2021.
Highlights:
-- Raised a total of GBP1.29 million in a pre-IPO funding round
Post-period highlights:
-- Successfully completed an IPO on London's AQSE Growth Market
(AQSE) on 11 June 2021 with a market capitalisation of
approximately GBP7.43 million
-- Raised GBP1.96 million in total before expenses via a placing
and subscription at 2.5p per share at flotation
-- Made a first capital investment in Beckley Psytech Limited
("Beckley Psytech"), a private company dedicated to addressing
neurological and psychiatric disorders through the novel
application of psychedelic medicines
-- Net cash of GBP1.79 million as at 31 August 2021
Outlook:
-- The deal flow of potential investments remains strong and the
Directors and Advisers continue to evaluate exciting new
opportunities that will generate long-term value for investors
-- The Company is well positioned to take advantage of the
growing psychedelics market as it continues to develop
significantly along with the regulatory environment
Commenting on the results, Jonathan Bixby, Executive Director of
Clarify Pharma, said: "The successful flotation on the AQSE Growth
Market has been Clarify Pharma's most significant milestone and
indicates investor appetite for this innovative chapter in modern
pharmaceuticals. It has provided us with the capital and agency to
become a credible investor in this nascent market.
"We have made a first capital investment in a trailblazing
company and are currently pursuing new opportunities that meet our
investment criteria and due diligence process. We look forward to
making further investments in this exciting market as investors
continue to gain confidence in the development of the research and
regulatory environment for alternative treatments and
pharmaceuticals."
The directors of Clarify Pharma plc accept responsibility for
this announcement.
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
Emma Hodges
+44 7727 153 868
Salamander Davoudi +44 7861 995 628
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/
Executive Director's Statement
Introduction
I am delighted to report the Company's first set of results
since its debut on AQSE on 11 June 2021.
The Company held cash and cash equivalents of GBP1.15 million as
at 31 May 2021, reflecting proceeds from the GBP1.29 million
pre-IPO fundraising. Cash and cash equivalents amounted to GBP1.79
million as at 31 August 2021.
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 U.K. 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
Investment strategy
The Company's objective is to generate capital growth over the
long term through a portfolio of businesses concentrating on fast
growing biotech and life science companies that research or produce
neuro-pharmaceutical drug development platforms advancing medicines
based on psychedelic substances through rigorous science and
clinical trials.
The Board expects to be able to substantially develop its
business within 12 months from Admission. The Board is building out
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. Through those drug development platforms,
Clarify will invest in companies which seek to prove the safety and
efficacy of psychedelic-based substances as disruptive technologies
and solutions for a continuum of mental illnesses and high unmet
medical need.
Clarify will assemble a portfolio of compelling drug development
pipeline of psychedelic inspired medicines and experiential
therapies for human clinical trials under the supervision and
strict adherence to the guidelines of the United Kingdom's MHRA,
Canada's Health Canada and similar regulatory authorities in other
jurisdictions where Clarify or its Investee Companies operate.
Market size
The Company considers that there is a sizable potential market
for psychedelic products as clinical trials into
psychedelic-assisted psychotherapy continue to show promising
results for the treatment of the mental health conditions such as
depression, anxiety and addiction. According to analysts at
Canaccord, the global psychedelics industry could soon be worth
over US$100 billion.
Post-period Highlights
The Company raised GBP1.96 million in total before expenses via
a placing and subscription at 2.5p per share at the time of
flotation
The Company made its maiden equity investment of approximately
US$700,000 into Beckley Psytech, a private company dedicated to
addressing neurological and psychiatric disorders through the novel
application of psychedelic medicines. The investment was made as
part of a Series B fundraising by Beckley Psytech, which is
incorporated in the UK, and gives Clarify Pharma a 0.26% interest
in the business.
Outlook
As the field of psychedelic science continues to grow, the Board
considers that psychedelic-assisted psychotherapy will continue to
gain acceptance in the medical community with numerous recent
studies highlighting the contributions of psychotherapy treatments
and accredited research organisations demonstrating its clinical
effectiveness. In particular, the Company believes that over time,
the psychedelic (and consumer perceptions thereof) will likely
undergo a paradigm shift that is analogous to the change
experienced by the cannabis industry, which resulted in the
emergence of that global, multibillion-dollar sector. As a result,
the Board looks forward to the future with great confidence.
Income Statement
for the Period 1 December 2020 to 31 May 2021
Unaudited Unaudited
Period Period
1.12.20 1.11.19
to to
31.5.21 30.11.20
Notes GBP GBP
TURNOVER - -
Administrative expenses 472,770 -
OPERATING LOSS (472,770) -
Interest receivable and 22 -
similar income
LOSS BEFORE TAXATION (472,748) -
Tax on loss 4 - -
LOSS FOR THE FINANCIAL 145,167 -
PERIOD
---------- ----------
Earnings per share expressed
In pence per share: 5
Basic -1.05 -
---------- ----------
Other Comprehensive Income
for the Period 1 December 2020 to 31 May 2021
Unaudited Unaudited
Period Period
1.12.20 1.11.19
to to
31.5.21 30.11.20
Notes GBP GBP
LOSS FOR THE PERIOD (472,748) -
OTHER COMPREHENSIVE INCOME - -
---------- ----------
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD (472,748) -
---------- ----------
Balance Sheet
31 May 2021
Unaudited Unaudited
31.5.21 30.11.20
Notes GBP GBP GBP GBP
CURRENT ASSETS
Debtors 6 - 1
Cash at bank 1,155,870 -
1,155,870 1
CREDITORS
Amounts falling due
within one year 7 (242,588) -
---------- -----
NET CURRENT ASSETS 913,282 1
---------- -----
TOTAL ASSETS LESS CURRENT LIABILITIES 913,282 1
---------- -----
CAPITAL AND RESERVES
Called up share capital 8 218,775 1
Share premium 9 807,159 -
Share based payment
reserve 9 360,096 -
Retained earnings 9 (472,748) -
---------- -----
SHAREHOLDERS' FUNDS 913,282 1
---------- -----
Statement of Changes in Equity
for the Period 1 December.2020 to 31 May.2021
Share
Called up based
Share Retained Share payment Total
Capital Earnings Premium Reserve Equity
GBP GBP GBP GBP GBP
Changes in equity
Issue of share capital 1 - - - 1
---------- ---------- -------- -------- ----------
Balance on 30 November
2020 1 - - - 1
---------- ---------- -------- -------- ----------
Changes in equity
Issue of share capital 218,774 - 807,159 - 1,025,933
Total comprehensive
income - (472,748) - - (472,748)
Share based payments - - - 360,096 360,096
---------- ---------- -------- -------- ----------
Balance at 31 May
2021 218,775 (472,748) 807,159 360,096 913,282
---------- ---------- -------- -------- ----------
Cash Flow Statement
for the Period 1 December 2020 to 31 May 2021
Unaudited Unaudited
Period Period
1.12.20 1.11.19
to to
31.5.21 30.11.20
Notes GBP GBP
Cash flows from operating activities
Cash generated from operations 12 129,915 (1)
---------- ----------
Net cash from operating activities 129,915 (1)
---------- ----------
Cash flows from investing activities
Interest received 22 -
---------- ----------
Net cash from investing activities 22 -
---------- ----------
Cash flows from financing activities
Share issue 218,774 1
Share premium 807,159 -
---------- ----------
Net cash from financing activities 1,025,933 1
---------- ----------
Increase in cash and cash equivalents 1,155,870 -
Cash and cash equivalents at
beginning of
period 13 - -
---------- ----------
Cash and cash equivalents at
end of period 13 1,155,870 -
---------- ----------
Notes to the Financial Statements
for the Period 1 December 2020 to 31 May 2021
1. STATUTORY INFORMATION
Clarify Pharma PLC is a public limited company, registered in
England and Wales. The company registered number and registered
office address can be found on the Company Information page.
The Company became entitled to do business and borrow on 26
March 2021.
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
Basis of preparing the financial statements
These financial statements have been prepared in accordance with
Financial Reporting Standard 102 "The Financial Reporting Standard
applicable in the UK and Republic of Ireland" and the Companies Act
2006. The financial statements have been prepared under the
historical cost convention.
Taxation
Taxation for the period comprises current and deferred tax. Tax
is recognised in the Income Statement, except to the extent that it
relates to items recognised in other comprehensive income or
directly in equity.
Current or deferred taxation assets and liabilities are not
discounted.
Current tax is recognised at the amount of tax payable using the
tax rates and laws that have been enacted or substantively enacted
by the balance sheet date.
Deferred tax
Deferred tax is recognised in respect of all timing differences
that have originated but not reversed at the balance sheet
date.
Timing differences arise from the inclusion of income and
expenses in tax assessments in periods different from those in
which they are recognised in financial statements. Deferred tax is
measured using tax rates and laws that have been enacted or
substantively enacted by the period end and that are expected to
apply to the reversal of the timing difference.
Unrelieved tax losses and other deferred tax assets are
recognised only to the extent that it is probable that they will be
recovered against the reversal of deferred tax liabilities or other
future taxable profits.
Going concern
The Directors, having made due and careful enquiry, are of the
opinion that the Company has adequate working capital to meet its
obligations over the assessed period to the end of November 2022.
Having raised GBP1,684,650 net of expenses on 31 May 2021 at the
Company's IPO, the Directors have made an informed judgement, at
the time of approving the financial statements, that there is a
reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future. As a
result, the Directors have adopted the going concern basis of
accounting in the preparation of the annual financial statements.
The Directors have considered the impact of Covid-19 on the
Company, in the context of their operations. At this stage, the
Directors do not envisage a long-term impact to the Company
resulting from Covid-19, but will continue to monitor the
situation
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The preparation of the financial statements requires management
to make judgements, estimates and assumptions that affect the
amounts reported for assets and liabilities as at the balance sheet
date and the amounts reported for revenues and expenses during the
period.
Share based payments - Note 11
In addition to this, the company has also issued warrants and
options to directors which have been valued in accordance with the
Black Scholes model. Significant estimation and judgement is
required by the directors when using the Black Scholes method.
4. TAXATION
Analysis of the tax charge
No liability to UK corporation tax arose for the period ended 31
May 2021 nor for the period ended 30 November 2020.
5. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the period.
Reconciliations are set out below.
Unaudited
31.5.21
Weighted
average
number Per-share
Earnings of amount
GBP shares Pence
Basic EPS
Earnings attributable to
ordinary shareholders (472,748) 44,841,665 -1.05
(472,748) 44,841,665 -1.05
---------- ----------- ----------
Unaudited
1.12.20
Weighted
average
number Per-share
Earnings of amount
GBP shares Pence
Basic EPS
Earnings attributable to - - -
ordinary shareholders
--------- ---------- ----------
- - -
--------- ---------- ----------
IAS 33 requires presentation of diluted EPS when a company could
be called upon to issue shares that would decrease earnings per
share, or increase the loss per share. For a loss-making company
with outstanding share options, the net loss per share would be
decreased by the exercise of options. Therefore, as per IAS33:36,
the anti-dilutive potential ordinary shares are disregarded in the
calculation of diluted EPS.
6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Unaudited Unaudited
31.5.21 30.11.20
GBP GBP
Other debtors - 1
----------- ----------
7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Unaudited Unaudited
31.5.21 30.11.20
GBP GBP
Trade creditors 10,000 -
Other creditors 40,000 -
Accrued expenses 192,588 -
---------- ----------
242,588 -
---------- ----------
8. CALLED UP SHARE CAPITAL
Allotted and
issued:
Number: Class: Nominal value Unaudited Unaudited
31.5.21 30.11.20
218,775,000 Ordinary GBP0.001 218,775 1
---------- ----------
On the 30 November 2019, 1,000 Ordinary Shares of GBP0.001 were
issued at par value.
Between 5 February 2021 and 31 May 2021, a further 218,774,999
Ordinary Shares of GBP0.001 were issued at between GBP0.001 and
GBP0.010.
9. RESERVES
Share
based
Retained Share payment
earnings premium reserve Totals
GBP GBP GBP GBP
Deficit for
the period (472,748) - - (472,748)
Cash share issue - 807,159 - 807,159
Share based
payments - - 360,096 360,096
---------- -------- -------- ----------
At 31 May 2021 (472,748) 807,159 360,096 694,507
---------- -------- -------- ----------
Retained earnings
This reserve comprises the current period's deficit.
Share premium
This reserve records the amount above the nominal value received
for shares sold, less transaction costs.
Share Based payment reserve
This reserve comprises the current period's share-based payments
costs.
10. RELATED PARTY DISCLOSURES
There have been payments made and expenses accrued in the sum of
GBP63,500 to the companies Briarmount Limited, Dark Peak Services
Limited, Haymarket Investments Inc (Canada), Marallo Holdings Inc
(Canada) and Toro Consulting Limited (Canada).
These payments relate to director fees of GBP13,000 to Mr T Le
Druillenec, GBP5,000 to Mr N Lyth, GBP21,500 to Mr M S Edwards and
GBP36,500 to Mr J F Bixby.
11. SHARE-BASED PAYMENT TRANSACTIONS
DISCLOSURE OF SHARE WARRANTS SCHEME
Details of the number of share warrants outstanding:
Unaudited Unaudited
31.5.21 30.11.20
Outstanding at the start of the period - -
Granted during the period 20,500,000 -
Forfeited during the period - -
Exercised during the period - -
Outstanding at the end of the period 20,500,000 -
Exercisable at the end of the period 20,500,000 -
The share warrants outstanding at the end of the period have a
weighted average remaining contractual life of 2.77 years.
The fair value of the share warrant rights granted under the
scheme are valued using the Black-Scholes option pricing model with
the following weighted-average assumptions:
Unaudited Unaudited
31.5.21 30.11.20
Risk free rate 0.78% N/A
Expected life 1.66 N/A
Volatility 99.10% N/A
Using the above calculation method, the weighted average fair
value of warrants at 31(st) May 2021 were assessed as
GBP360,096.
12. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
Unaudited Unaudited
1.12.20 1.11.19
to to
31.5.21 30.1120
GBP GBP
Loss before taxation (472,748) -
Share based payments 360,096 -
Finance income (22) -
---------- ----------
(112,674) -
Decrease/(increase) in trade and other debtors 1 (1)
Increase in trade and other creditors 242,588 -
---------- ----------
Cash generated from/(used in) operations 129,915 (1)
---------- ----------
13. CASH AND CASH EQUIVALENTS
The amounts disclosed on the Cash Flow Statement in respect of
cash and cash equivalents are in respect of these Balance Sheet
amounts:
Period ended 31
May 2021 Unaudited
31.5.21 1.12.20
GBP GBP
Cash and cash equivalents 1,155,870 -
---------- --------
Period ended 30
November 2020 Unaudited
30.11.20 1.11.19
GBP GBP
Cash and cash equivalents - -
---------- --------
14. ANALYSIS OF CHANGES IN NET FUNDS
At 1.12.20 Cash flow At 31.5.21
GBP GBP GBP
Net cash
Cash at bank - 1,155,870 1,155,870
------------ ---------- -----------
Total - 1,155.870 1,155,870
------------ ---------- -----------
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