Document and Entity Information
Document and Entity Information - shares | 12 Months Ended | |
Mar. 31, 2021 | Jul. 26, 2021 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Portage Biotech Inc. | |
Entity Central Index Key | 0001095435 | |
Document Type | 20-F/A | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | true | |
Amendment Description | This Amendment on Form 20-F/A is being filed by Portage Biotech Inc. as Amendment No. 1 to its annual report on Form 20-F for the fiscal year ended March 31, 2021, as filed with the Securities and Exchange Commission on July 29, 2021. The amendment is to correct the opinion on page F-1, which incorrectly was expressed in respect of the two most recently completed fiscal years. The opinion expressed now covers the three most recently completed fiscal years. | |
Current Fiscal Year End Date | --03-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity's Reporting Status Current | Yes | |
Entity a Voluntary Filer | No | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 13,326,213 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2021 | |
Entity Incorporation State Country Code | A6 | |
Entity Interactive Data Current | Yes | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Shell Company Report | false |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 2,770 | $ 3,152 |
Prepaid expenses and other receivables | 2,176 | 574 |
Investment in marketable equity securities | 68 | |
Total current | 4,946 | 3,794 |
Long-term assets | ||
Long-term portion of other receivables | 22 | 34 |
Investment in associate | 1,735 | 1,225 |
Investments in private companies | 7,409 | 7,409 |
Goodwill | 43,324 | 43,324 |
In-process research and development | 117,388 | 117,388 |
Other assets | 36 | |
Total assets | 174,860 | 173,174 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,938 | 1,268 |
Warrant liabilities | 1,120 | |
Unsecured notes payable | 150 | 300 |
Advance from related party | 1,000 | |
Total current liabilities | 3,208 | 2,568 |
Non-current liabilities | ||
Unsecured notes payable | 3,361 | |
Deferred tax liability | 24,050 | 21,604 |
Total non-current liablities | 24,050 | 24,965 |
Total liabilities | 27,258 | 27,533 |
Shareholders’ Equity | ||
Capital stock | 130,649 | 117,817 |
Stock option reserve | 7,977 | 58 |
Accumulated other comprehensive income | 958 | 958 |
Accumulated deficit | (38,135) | (22,302) |
Total equity attributed to owners of the Company | 101,449 | 96,531 |
Non-controlling interest | 46,153 | 49,110 |
Total equity | 147,602 | 145,641 |
Total liabilities and equity | 174,860 | 173,174 |
Commitments and Contingent Liabilities (Note 20) |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Expenses | |||
Research and development | $ 7,312 | $ 4,108 | $ 1,907 |
General and administrative expenses | 5,128 | 1,870 | 857 |
Loss from operations | (12,440) | (5,978) | (2,764) |
Gain on sale of marketable equity securities | 72 | ||
Foreign exchange transaction gain (loss) | 6 | (691) | |
Change in fair value of warrant liability | (790) | 24 | |
(Loss) on equity issued at a discount | (1,256) | ||
Loss on extinguishment of notes payable | (223) | (33) | |
Share of (loss) income in associate accounted for using equity method | (490) | 18 | (162) |
Gain on disposition of subsidiaries | 412 | ||
Interest income | 11 | 111 | |
Interest expense | (177) | (557) | (88) |
Loss before provision for income taxes | (14,892) | (6,509) | (3,594) |
Income tax (expense) | (2,297) | (740) | |
Net (loss) income | (17,189) | (7,249) | (3,594) |
Other comprehensive income (loss) | |||
Net unrealized gain on investments | 876 | 50 | |
Total comprehensive (loss) for year | (17,189) | (6,373) | (3,544) |
Net (loss) attributable to: | |||
Owners of the Company | (15,833) | (5,333) | (2,635) |
Non-controlling interest | (1,356) | (1,916) | (959) |
Net (loss) income | (17,189) | (7,249) | (3,594) |
Comprehensive (loss) attributable to: | |||
Owners of the Company | (15,833) | (4,457) | (2,585) |
Non-controlling interest | (1,356) | (1,916) | (959) |
Total comprehensive (loss) income for year | $ (17,189) | $ (6,373) | $ (3,544) |
(Loss) per share | |||
Basic and diluted | $ (1.35) | $ (0.49) | $ (0.55) |
Weighted average shares outstanding | |||
Basic and diluted | 11,733 | 10,952 | 4,820 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Capital Stock | Stock Option Reserve | Accumulated other comprehensive income | Retained Earnings (Accumulated Deficit) | Equity Attributable to Owners of Company | Non-controlling Interests | Total |
Balance at Mar. 31, 2018 | $ 23,654 | $ 267 | $ 32 | $ (14,334) | $ 9,619 | $ 9,619 | |
Balance, shares at Mar. 31, 2018 | 2,807 | ||||||
Statements [Line Items] | |||||||
Unrealized gain on investment in Biohaven | 50 | 50 | 50 | ||||
Shares issued on acquisition of SalvaRx Ltd. | $ 92,583 | 92,583 | 92,583 | ||||
Shares issued on acquisition of SalvaRx Ltd., shares | 8,051 | ||||||
Fair value of acquired subsidiaries attributable to non-controlling interest on acquisition | 48,731 | 48,731 | |||||
Share-based compensation | 57 | 57 | 1,111 | 1,168 | |||
Net (loss) income | (2,635) | (2,635) | (959) | (3,594) | |||
Balance at Mar. 31, 2019 | $ 116,237 | 324 | 82 | (16,969) | 99,674 | 48,883 | 148,557 |
Balance, shares at Mar. 31, 2019 | 10,858 | ||||||
Statements [Line Items] | |||||||
Unrealized gain on investment in Biohaven | 876 | 876 | 876 | ||||
Shares issued on acquisition of Intensity Holdings Limited | $ 1,298 | 1,298 | $ 1,298 | ||||
Shares issued on acquisition of Intensity Holdings Limited, shares | 130 | ||||||
Shares issued for services, shares | |||||||
Expiration of unexercised stock options | $ 282 | (282) | |||||
Share-based compensation | 16 | 16 | 2,143 | 2,159 | |||
Net (loss) income | (5,333) | (5,333) | (1,916) | (7,249) | |||
Balance at Mar. 31, 2020 | $ 117,817 | 58 | 958 | (22,302) | 96,531 | 49,110 | 145,641 |
Balance, shares at Mar. 31, 2020 | 10,988 | ||||||
Statements [Line Items] | |||||||
Issued under private placement | $ 6,980 | 6,980 | 6,980 | ||||
Issued under private placement, shares | 698 | ||||||
Share issuance costs | $ (248) | (248) | 248 | ||||
Exchange of SalvaRx warrants for Portage warrants | 2,640 | 2,640 | 2,640 | ||||
Settlement of non-controlling interest in SalvaRx Limited | 2,451 | 2,451 | (2,451) | ||||
Warrant liability at contract price | (330) | (330) | (330) | ||||
Fair value adjustment for shares issued at a discount in SalvaRx Limited | $ 1,256 | 1,256 | 1,256 | ||||
Fair value adjustment for shares issued at a discount in SalvaRx Limited, shares | 397 | ||||||
Shares issued for services | $ 25 | 25 | $ 25 | ||||
Shares issued for services, shares | 1 | 25,000 | |||||
Expiration of unexercised stock options | $ 58 | (58) | |||||
Share-based compensation | 7,977 | 7,977 | 850 | 8,827 | |||
Net (loss) income | (15,833) | (15,833) | (1,356) | (17,189) | |||
Balance at Mar. 31, 2021 | $ 130,649 | $ 7,977 | $ 958 | $ (38,135) | $ 101,449 | $ 46,153 | $ 147,602 |
Balance, shares at Mar. 31, 2021 | 12,084 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows provided by (used in) operating activities: | |||
Net loss for the year | $ (17,189) | $ (7,249) | $ (3,594) |
Adjustments for non-cash items: | |||
Gain on sale of marketable equity securities | (72) | ||
Increase in deferred tax liability | 2,446 | 1,240 | |
Foreign exchange transaction (gain) loss | (6) | 691 | |
Loss (income) on fair value of warrant liability | 790 | (24) | |
Loss on equity issued at a discount | 1,256 | ||
Amortization of debt discount | 76 | 265 | |
Loss on early extinguishment of debt | 223 | 33 | |
Share of loss (gain) in associate | 490 | (18) | 162 |
Share-based compensation expensed as consulting fee | 8,827 | 2,143 | 1,148 |
Fair value of stock issued for services | 25 | ||
Gain on disposition of subsidiaries | (412) | ||
Share-based compensation expensed as research and development | 16 | 20 | |
Accounts receivable | (111) | ||
Prepaid expenses and other receivables | (1,477) | (281) | 352 |
Accounts payable and accrued liabilities | 880 | 167 | 363 |
Other assets | (36) | ||
Net cash used in operating activities | (4,284) | (3,714) | (858) |
Cash flows provided by (used in) investing activities: | |||
Proceeds from sale of marketable securities | 140 | ||
Investment in associate | (1,000) | (688) | |
Cash from SalvaRx Limited acquisition | 1,192 | ||
Purchase of notes receivable issued by SalvaRx Limited prior to the acquisition by Portage | (950) | ||
Net cash used in investing activities | (860) | (446) | |
Cash flows provided by (used in) financing activities: | |||
Proceeds from shares issued under private placement | 6,980 | ||
Share issuance costs | (248) | ||
Repayment of unsecured notes payable | (1,020) | (300) | (50) |
(Repayment of) advance from related party | (1,000) | 1,000 | |
Note proceeds received | 50 | ||
Net cash provided by (used in) financing activities | 4,762 | 700 | (50) |
(Decrease) increase in cash and cash equivalents during year | (382) | (3,014) | (1,354) |
Cash and cash equivalents at beginning of year | 3,152 | 6,166 | 7,520 |
Cash and cash equivalents at end of year | 2,770 | 3,152 | 6,166 |
Cash paid for interest | 748 | ||
Shares issued pursuant to settlement of SalvaRx notes and warrants | 2,640 | ||
Fair value of warrant liability for Portage warrants issued | 1,120 | ||
Notes payable settled in disposition of subsidiaries | 200 | ||
Fair value of shares issued to acquire Intensity Holdings Limited | 1,298 | ||
Fair value of shares issued to acquire SalvaRx Limited | 92,583 | ||
Effective settlement of convertible notes issued by SalvaRx Limited upon acquisition by Portage | 1,963 | ||
Unrealized gain on investments in Intensity and Biohaven | $ 876 | $ 50 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Mar. 31, 2021 | |
Nature of Operations [Abstract] | |
NATURE OF OPERATIONS | NOTE 1. NATURE OF OPERATIONS Portage Biotech Inc. (the "Company" or “Portage”) is incorporated in the British Virgin Islands ("BVI") with its registered office located at FH Chambers, P.O. Box 4649, Road Town, Tortola, BVI. Its Toronto agent, Portage Services Ltd., is located at 6 Adelaide Street East, Suite 300, Toronto, Ontario, M5C 1H6, Canada. The Company is a reporting issuer with the securities commissions of the provinces of Ontario and British Columbia. Its ordinary shares were listed on the Canadian Stock Exchange (“CSE”) under the symbol “PBT.U”. On February 25, 2021, the ordinary shares of the Company began trading on the NASDAQ Capital Market (“NASDAQ”) under the symbol “PRTG”. The Company voluntarily delisted its common shares from the CSE at the market close on April 23, 2021, since the Company’s shares began trading on NASDAQ. Portage is a clinical stage immune-oncology company focused on overcoming immune resistance and currently managing 10 immuno-oncology assets at various development stages. We source, nurture and develop the creation of early- to mid-stage, first- and best-in-class therapies for a variety of cancers, by funding, implementing viable, cost effective product development strategies, clinical counsel/trial design, shared services, financial and project management to enable efficient, turnkey execution of commercially informed development plans. Our drug development pipeline portfolio encompasses products or technologies based on biology addressing known resistance pathways/mechanisms of current check point inhibitors with established scientific rationales, including intratumoral delivery, nanoparticles, liposomes, aptamers, and virus-like particles. On August 13, 2018, the Company reached a definitive agreement to acquire 100% of SalvaRx Limited (“SalvaRx”) in exchange for 8,050,701 ordinary shares of the Company (the "SalvaRx Acquisition"). The SalvaRx Acquisition was completed on January 8, 2019 (the “Acquisition Date”) upon receiving shareholder and regulatory approval. In connection with the SalvaRx Acquisition, the Company acquired interests in SalvaRx’s five research and development invested entities and subsidiaries: iOx Therapeutics Ltd. (“iOx”), Nekonal Oncology Limited (“Nekonal”), Intensity Therapeutics, Inc. (“Intensity”), Saugatuck Therapeutics Ltd. (“Saugatuck”) and Rift Biotherapeutics Inc. (“Rift”). In connection with the SalvaRx Acquisition, the Company also acquired an option in Nekonal SARL, a Luxembourg-based company holding intellectual property rights for therapeutics and diagnostics in the field of autoimmune disorders and oncology, to participate in the funding of its autoimmune programs. The Company abandoned its interests in Nekonal (see Note 10, “Acquisition and Business Combination”). On June 5, 2020, the Company effected a 100:1 reverse stock split. All share and per share information included in the consolidated financial statements have been retroactively adjusted to reflect the impact of the reverse stock split. The shares of ordinary shares authorized remained at an unlimited number of ordinary shares without par value. Portage filed a registration statement and prospectus with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(2) under which it may sell shares, debt securities, warrants and units that Portage may sell in one or more offerings from time to time, which became effective on March 8, 2021 (“Registration Statement” or “Prospectus”). The Registration Statement includes: · a base prospectus, which covers the offering, issuance and sales by us of up to $200,000,000 in the aggregate of the securities identified above from time to time in one or more offerings; and · a sales agreement prospectus covering the offer, issuance and sale by us of up to a maximum aggregate offering price of up to $50,000,000 of our ordinary shares that may be issued and sold from time to time under sales agreement, or sales agreement, with Cantor Fitzgerald & Co., or Cantor Fitzgerald, the sales agent. The specific terms of any securities to be offered pursuant to the base prospectus are specified in the sales agreement prospectus. The $50,000,000 of ordinary shares that may be offered, issued and sold under the sales agreement prospectus is included in the $200,000,000 of securities that may be offered, issued and sold by us under the base prospectus. The sales under the prospectus will be deemed to be made pursuant to an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933 (the Securities Act). Upon termination of the sales agreement, any portion of the $50,000,000 included in the sales agreement prospectus that is not sold pursuant to the sales agreement will be available for sale in other offerings pursuant to the base prospectus, and if no shares are sold under the sales agreement, the full $50,000,000 of securities may be sold in other offerings pursuant to the base prospectus. See Note 2, “Liquidity,” Note 16, “Capital Stock” and Note 25, “Events After the Balance Sheet Date” for a further discussion. |
Liquidity
Liquidity | 12 Months Ended |
Mar. 31, 2021 | |
Liquidity | |
LIQUIDITY | NOTE 2. LIQUIDITY The accompanying consolidated financial statements have been prepared on a basis that assumes that the Company will continue as a going concern and that contemplates the continuity of operations, the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Accordingly, the accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might result from the outcome of this uncertainty. As of March 31, 2021, the Company had cash and cash equivalents of $2.8 million and total current liabilities of $3.2 million (inclusive of $1.1 million warrant liability settleable on a non-cash basis). For the year ended March 31, 2021, the Company is reporting a net loss of ($17.2) million and cash used in operating activities of $4.3 million. As of June 30, 2021, we had approximately $28.6 million of cash on hand. In April 2021, the Company commenced its “at the market” offering and through that process, sold 90,888 shares generating net proceeds of approximately $2.6 million. Further, the Company initiated an offering pursuant to the Prospectus. On June 24, 2021, the Company completed a firm commitment underwritten public offering of 1,150,000 ordinary shares at a public offering price of $23.00 per share for gross proceeds of approximately $26.5 million and net proceeds of approximately $25.0 million, and was settled June 28, 2021. The Company incurred offering expenses for the public offering of approximately $1.5 million, including approximately $1.4 million of management, underwriting and selling expenses. The Company will use net proceeds raised to fund its research and development activities and support operations. The amount raised is sufficient to fund operations through July 2022. Funds may be used to accelerate activities or invest in other strategic assets. The Company has incurred substantial operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. The losses result primarily from its conduct of research and development activities. The Company historically has funded its operations principally from proceeds from issuances of equity and debt securities and would expect to enter the capital markets if additional funding is required. COVID-19 Effect Beginning in early March 2020, the COVID-19 pandemic and the measures imposed to contain this pandemic have disrupted and are expected to continue to impact the Company's business operations. The magnitude of the impact of the COVID-19 pandemic on the Company's productivity, results of operations and financial position, and its disruption to the Company's business and clinical programs and timelines, will depend, in part, on the length and severity of these restrictions and on the Company's ability to conduct business in the ordinary course. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Mar. 31, 2021 | |
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION | NOTE 3. BASIS OF PRESENTATION Statement of Compliance and Basis of presentation These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB"), and interpretations of the International Financial Reporting Interpretations Committee. Certain reclassifications have been made to prior years to conform with current year presentation. These consolidated financial statements have been prepared on an historical cost basis except for items disclosed herein at fair value (see Note 22, “Financial Instruments and Risk Management”). The Company has only one reportable operating segment. These consolidated financial statements were approved and authorized for issuance by the Audit Committee and Board of Directors on July 29, 2021. Consolidation The consolidated financial statements include the accounts of the Company and, (a) SalvaRx Limited (“SalvaRx”), a wholly-owned subsidiary, incorporated on May 6, 2015 in the British Virgin Islands. (b) iOx Therapeutics Ltd. (“iOx”), a United Kingdom based immune-oncology company, a 60.49% subsidiary, incorporated in the United Kingdom on February 10, 2015. (c) Saugatuck Therapeutics, Ltd. (“Saugatuck”), a 70% owned subsidiary incorporated in the British Virgin Islands. (d) Portage Developmental Services, a 100% owned subsidiary incorporated in Delaware, which provides human resources, and other services to each operating subsidiary via a shared services agreement. The following companies were disposed of on March 3, 2021 (see Note 8, “Disposition of PPL”): · Portage Pharmaceuticals Ltd. (“PPL”) a wholly-owned subsidiary acquired in a merger on July 23, 2013, incorporated in the British Virgin Islands. · EyGen Limited (“EyGen”), a wholly-owned subsidiary of PPL, incorporated on September 20, 2016, in the British Virgin Islands. · Portage Glasgow Ltd. (“PGL”), a 65% subsidiary of PPL, incorporated in Glasgow, Scotland. All inter-company balances and transactions have been eliminated in consolidation. Non-controlling interest in the equity of a subsidiary is accounted for and reported as a component of stockholders’ equity. Non-controlling interests represent the 39.51% shareholder ownership interest in iOx and the 30% shareholder ownership interest in Saugatuck, which are consolidated by the Company. In years prior to March 31, 2021, non-controlling interest also included 35% in PGL. Functional and Presentation Currency The Company’s functional and presentation currency is the U.S. Dollar. Use of Estimates and Judgments The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Significant areas where estimates are made include valuation of financial instruments, research and development costs, fair value used for acquisition and measurement of share-based compensation. Significant areas where critical judgments are applied include assessment of impairment of investments and goodwill and the determination of the accounting acquirer and acquiree in the business combination accounting. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 4. SIGNIFICANT ACCOUNTING POLICIES The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, which have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below: Financial Instruments i) Financial Assets Classification Upon the initial recognition of a financial assets, the financial assets are classified as one of the following measurement methodologies: (a) amortized cost, (b) fair value through other comprehensive income (FVTOCI), or (c) fair value through profit or loss (FVTPL). Subsequent measurement will be based on the initial classification of the financial assets. The classification of a financial asset at initial recognition depends on the Company's business model for managing the financial asset and the financial asset's contractual cash flow characteristics. In order for a financial asset to be measured at amortized cost or fair value through OCI, it needs to give rise to cash flows that are solely payments of principal and interest The Company's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Measurement For purposes of subsequent measurement, financial assets are classified in three categories: · Financial assets at amortized cost (debt instruments); · Financial assets at FVTOCI; and · Financial assets at FVTPL. Financial Assets at Amortized Cost (Debt Instruments) The Company measures financial assets at amortized cost if both of the following conditions are met: - The financial asset is held within a business model with the objective of holding the financial asset in order to collect contractual cash flows and; - The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortized cost are subsequently measured using the effective interest rate method and are subject to a period impairment review. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired. The Company's financial assets classified at amortized cost includes other receivables. Financial Assets designated at Fair Value through OCI (Equity Instruments) Upon initial recognition, the Company can elect to classify irrevocably its equity investments as equity instruments designated at FVTOCI when they meet the definition of equity under IAS 32, “Financial Instruments: Presentation,” and are not held for trading. The classification is determined on an instrument-by-instrument basis. Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized as other income in the statement of profit or loss when the right of payment has been established, except when the Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment. The Company irrevocably elected to classify its investments in Biohaven Pharmaceuticals Holding Company Ltd. (“Biohaven”), Sentien and Intensity as FVTOCI. Financial Assets at Fair Value through Profit or Loss Financial assets at FVTPL include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured FVTPL, irrespective of the business model. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognized in the statement of profit or loss. ii Financial Liabilities The Company's financial liabilities include accounts payable which approximates fair value due to their short maturity and unsecured notes payable assumed in the SalvaRx Acquisition. The unsecured notes payable assumed in the SalvaRx Acquisition are recorded at fair value on the acquisition date (see Note 10, “Acquisition and Business Combination” and Note 14, “Unsecured Notes Payable”). Warrant Liability and Note Payable During the year ended March 31, 2017, the Company's subsidiaries, PPL and EyGen, issued notes with warrants (see Note 14, “Unsecured Notes Payable” and Note 15, “Warrant Liability”). The warrants, which were exercisable for common shares of PPL and EyGen, expired in the year ended March 31, 2020. Accordingly, at inception a portion of the proceeds was allocated to the fair value of the warrants and the remainder was recorded as a note payable. The warrants expired and the note payable was settled as part of the PPL disposition in March 2021 (see Note 8, “Disposition of PPL”). At subsequent balance sheet dates the fair value of the warrant was remeasured with movements in the fair value recorded in profit or loss. The loan was recorded at amortized cost and is accounted for using the effective interest method. In March 2021, the Company completed the disposition of its interest in PPL and EyGen and these liabilities were settled. In connection with the SalvaRx Acquisition (see Note 10, “Acquisition and Business Combination” and Note 14, “Unsecured Notes Payable”), the Company acquired notes payable and associated warrants, which were recorded at fair value on the date of the acquisition. Impairment of Financial Assets IFRS 9, “Financial Instruments,” requires the Company to recognize an allowance for expected credit losses ("ECLs") for all debt instruments and investments not held at fair value through profit or loss and contract assets. For intangible assets, at the end of each reporting period and whenever there is an indication that the intangible asset may be impaired, the Company reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. At the end of each reporting period, the Company assessed whether there was objective evidence that a financial asset was impaired. The Company recognizes an allowance for ECLs for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). Foreign Currencies The functional and presentation currency of the Company and its subsidiaries (see Note 3, “Basis of Presentation”) is the U.S. dollar. Monetary assets and liabilities are translated at exchange rates in effect at the balance sheet date. Non-monetary assets are translated at exchange rates in effect when they were acquired. Revenue and expenses are translated at the approximate average rate of exchange for the period. Foreign currency differences arising on retranslation are recognized in income or loss. The effect of exchange rates on our foreign currency-denominated asset and liability balances are recorded as foreign currency transaction losses in the determination of net income (loss). Cash and Cash Equivalents Cash and cash equivalents comprise cash in hand and on-demand deposits that are readily convertible to a known amount of cash with three months or less from date of acquisition and are subject to an insignificant risk of change in value. The Company does not have any cash equivalents as of March 31, 2021 and 2020. Intangible Assets acquired in Business Combinations Intangible assets acquired in business combinations that are separable from goodwill are recorded at their acquisition date fair value. Subsequent to initial recognition, intangible assets acquired in business combinations are reported net of accumulated amortization and any impairment losses. Impairment of Indefinite Life Intangible Assets other than Goodwill At the end of each annual reporting period and whenever there is an indication that an indefinite life intangible asset may be impaired, the Company reviews the carrying amounts of such intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of impairment loss (if any). When it is not possible to estimate the recoverable amount of any individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units ("CGU" or "CGUs"), or the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. Share-based Payments The Company determines the fair value of share-based payments granted to directors, officers, employees and consultants using the Black-Scholes option-pricing model at the grant date. Assumptions for the Black-Scholes model are determined as follows: • Expected Volatility. • Expected Term. • Risk-free Interest Rate. • Expected Dividend Yield. Share-based payments to employees, officers and directors are recorded and reflected as an expense over the vesting period with a corresponding increase in the stock option reserve. On exercise, the associated amounts previously recorded in the stock option reserve are transferred to common share capital. (Loss) Per Share Basic (loss) per share is calculated by dividing net (loss) income (the numerator) by the weighted average number of ordinary shares outstanding (the denominator) during the period. Diluted (loss) per share reflects the dilution that would occur if outstanding stock options and share purchase warrants were exercised into ordinary shares using the treasury stock method and convertible debt were converted into ordinary shares using the if-converted method. Diluted (loss) per share is calculated by dividing net (loss) income applicable to ordinary shares by the sum of the weighted average number of ordinary shares outstanding and all additional ordinary shares that would have been outstanding if potentially dilutive common shares had been issued. The share and per share information has been retroactively adjusted to reflect the impact of the stock dividend. The inclusion of the Company's stock options, restricted stock units and share purchase warrants in the computation of diluted loss per share would have an anti-dilutive effect on loss per share and are therefore excluded from the computation. Consequently, there is no difference between basic loss per share and diluted loss per share for the years ended March 31, 2021, 2020 and 2019. The following table reflects the outstanding securities by year that would have an anti-dilutive effect on loss per share, and accordingly, were excluded from the calculation (see Note 19, “(Loss) Per Share”). As of March 31, 2021 2020 2019 Stock options 868,000 2,980 2,980 Restricted stock units 243,000 – – Warrants 49,701 – – Investments in Private Companies The investment is comprised of shares of private companies that have been acquired through a private placement. The investment is initially recorded at fair value. Following acquisition, the Company evaluates whether control or significant influence is exerted by the Company over the affairs of the investee company. Based on the evaluation, the Company accounts for the investment using either the consolidation, equity accounting or fair value method (see Note 9, “Investments in Private Companies”). Investment in Associate An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment, or a portion thereof, is classified as held for sale, in which case it is accounted for in accordance with IFRS 5, “Non-current Assets Held for Sale and Discontinued Operations”. Under the equity method, an investment in an associate is initially recognized in the consolidated statement of financial position at cost from the date the investee becomes an associate and adjusted thereafter to recognize the Company's share of the profit or loss and other comprehensive income of the associate. When the Company's share of losses of an associate exceed the Company's interest in that associate (which includes any long-term interests that, in substance, form part of the Company's net investment in the associate), the Company discontinues recognizing its share of further losses. Additional losses are recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate. After application of the equity method, the Company determines whether it is necessary to recognize an impairment loss on its investment in its associate. At each reporting date, the Company determines whether there is objective evidence that the investment in the associate is impaired. If there is such evidence, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, and then recognizes the loss within 'share of (loss) income in associate' in the consolidated statements of operations. Research and Development Expenses (i) Research and Development Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is expensed as incurred. Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically, and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortization. Amortization of the asset begins when development is complete and the asset is available for use. It is amortized over the period of expected future benefit. During the period of development, the asset is tested for impairment annually. Research and development expenses include all direct and indirect operating expenses supporting the products in development. (ii) Subsequent Expenditure Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures are recognized in income or loss as incurred. (iii) Clinical Trial Expenses Clinical trial expenses are a component of the Company's research and development costs. These expenses include fees paid to contract research organizations, clinical sites, and other organizations who conduct development activities on the Company's behalf. The amount of clinical trial expenses recognized in a period related to clinical agreements are based on estimates of the work performed using an accrual basis of accounting. These estimates incorporate factors such as patient enrolment, services provided, contractual terms, and prior experience with similar contracts. Contingent Liability A contingent liability is a possible obligation that arises from past events and of which the existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not within the control of the Corporation; or a present obligation that arises from past events (and therefore exists), but is not recognized because it is not probable that a transfer or use of assets, provision of services or any other transfer of economic benefits will be required to settle the obligation; or the amount of the obligation cannot be estimated reliably. Determination of Fair Value A number of the Company's accounting policies and disclosures required the determination of fair value, both for financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. When applicable, further information about the assumptions made in determining fair values is disclosed in Note 22, “Financial Instruments and Risk Management” and other footnotes that specifically relate to assets or liabilities measured at fair value. Income Tax The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities for accounting purposes, and their respective tax bases. Deferred income tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted and applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in statutory tax rates is recognized in profit or loss in the year of change. Deferred income tax assets are recorded when their recoverability is considered probable and are reviewed at the end of each reporting period. Business Combinations Business combinations are accounted for using the acquisition method as of the date when control transfers to the Company. The total purchase price less the fair value of non-controlling interest is allocated to the acquired net tangible and intangible assets and liabilities assumed at fair value. Transaction costs that the Company incurs in connection with a business combination are expensed as incurred. Goodwill Goodwill represents the excess of the purchase price paid for the acquisition of an entity and the amount recognized for non-controlling interests over the fair value of the net identifiable assets acquired and liabilities assumed. Goodwill is allocated to the CGUs, which are expected to benefit from the synergies of the combination. Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Impairment is determined for goodwill by assessing if the carrying value of a CGU, including the allocated goodwill, exceeds its recoverable amount determined as the greater of the estimated fair value less costs to sell and the value in use. Impairment losses recognized in respect of a CGU are first allocated to the carrying value of goodwill and any excess is allocated to the carrying amount of assets in the CGU. Any goodwill impairment is recorded in income in the period in which the impairment is identified. Impairment losses on goodwill are not subsequently reversed. Recent Accounting Pronouncements Impact of Adoption of Significant New IFRS Standards in 2020 (a) IAS 1: Presentation of Financial Statements, and IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors (Amendment) (b) Conceptual Framework for Financial Reporting IFRS Pronouncements Issued But Not Yet Effective New Accounting Standards, Interpretations and Amendments Standards issued but not yet effective up to the date of issuance of the Company's consolidated financial statements are listed below. This listing is of standards and interpretations issued, which the Company reasonably expects to be applicable at a future date. The Company intends to adopt those standards when they become effective. (c) Annual Improvements to IFRS Standards 2018-2020 The annual improvements process addresses issues in the 2018-2020 reporting cycles including changes to IFRS 9, “Financial Instruments,” IFRS 1, “First Time Adoption of IFRS,” IFRS 16, “Leases,” and IAS 41, “Biological Assets”. i) The amendment to IFRS 9 addresses which fees should be included in the 10% test for derecognition of financial liabilities. ii) The amendment to IFRS 1 allows a subsidiary adopting IFRS at a later date than its parent to also measure cumulative translation differences using the amounts reported by the parent based on the parent’s date of transition to IFRS. iii) The amendment to IFRS 16’s illustrative example 13 removes the illustration of payments from the lessor related to leasehold improvements. These amendments will be effective for annual periods beginning on or after January 1, 2022. The Company is currently evaluating the new guidance and impacts on its consolidated financial statements. (d) IAS 37: Onerous Contracts - Cost of Fulfilling a Contract The amendment to IAS 37 clarifies the meaning of costs to fulfil a contract and that before a separate provision for an onerous contract is established, an entity recognizes any impairment loss that has occurred on assets used in fulfilling the contract, rather than on assets dedicated to the contract. This amendment will be effective for annual periods beginning on or after January 1, 2022. The Company is currently evaluating the new guidance and impacts on its consolidated financial statements. (e) IAS 16: Proceeds Before Intended Use The amendment to IAS 16 prohibits an entity from deducting from the cost of an item of Property, plant and equipment any proceeds received from selling items produced while the entity is preparing the assets for its intended use (for example, the proceeds from selling samples produced when testing a machine to see if it is functioning properly). It also clarifies that an entity is testing whether the asset is functioning properly when it assesses the technical and physical performance of the asset. The amendment also requires certain related disclosures. This amendment will be effective for annual periods beginning on or after January 1, 2022. The Company is currently evaluating the new guidance and impacts on its consolidated financial statements. (f) IAS 1: Presentation of Financial Statements The amendment to IAS 1 clarifies how to classify debt and other liabilities as either current or non-current. The amendment will be effective for annual periods beginning on or after January 1, 2023. The Company is currently evaluating the new guidance and impacts on its consolidated financial statements. (g) Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and Its Associate or Joint Venture The amendment addresses the conflict between IFRS 10 and IAS 28 in dealing with the loss of control of a subsidiary that is sold or contributed to an associate or joint venture. The amendments clarify that the gain or loss resulting from the sale or contribution of assets that constitute a business, as defined in IFRS 3, between an investor and its associate or joint venture, is recognized in full. Any gain or loss resulting from the sale or contribution of assets that do not constitute a business, however, is recognized only to the extent of unrelated investors' interests in the associate or joint venture. The IASB has deferred the effective date of these amendments indefinitely, but an entity that early adopts the amendments must apply them prospectively. The Company is evaluating whether the adoption of the above amendment will have a material impact on its financial statements. |
Prepaid Expenses and Other Rece
Prepaid Expenses and Other Receivables | 12 Months Ended |
Mar. 31, 2021 | |
Prepaid Expenses and Other Receivable [Abstract] | |
PREPAID EXPENSES AND OTHER RECEIVABLES | NOTE 5. PREPAID EXPENSES AND OTHER RECEIVABLES As of March 31, (In thousands) 2021 2020 Prepaid insurance $ 1,445 $ 14 Research & development tax credits 649 500 Other prepaid expenses 48 – Other receivables 34 60 Total prepaid expenses and other receivables $ 2,176 $ 574 In October 2016, the Company's wholly-owned subsidiary, PPL, agreed to a settlement, from a claim made against a supplier, to receive $120,000 in annual instalments of $11,250. Through March 31, 2021, the Company has collected $86,250. The balance of $33,750 was classified $11,250 as a current asset in prepaid expenses and other receivables and $22,500 as a long-term receivable as of March 31, 2021. As of March 31, 2020, the outstanding balance of $45,000 was classified $11,250 in prepaid expenses and other receivables and $33,750 as a long-term asset. The installment receivable was assigned to Portage by PPL prior to the disposition of PPL (see Note 8, “Disposition of PPL”). The installment note was repaid in full in July 2021 (see Note 25, “Events After the Balance Sheet Date”). |
Investment in Marketable Equity
Investment in Marketable Equity Securities | 12 Months Ended |
Mar. 31, 2021 | |
Investment in Biohaven [Abstract] | |
INVESTMENT IN BIOHAVEN | NOTE 6. INVESTMENT IN MARKETABLE EQUITY SECURITIES As of March 31, 2020 and 2019, the Company’s investment in marketable equity securities was comprised of 2,000 shares in Biohaven, a public company listed on the New York Stock Exchange. The Company accounted for its investment in Biohaven as a financial asset classified as fair value through the statement of other comprehensive income (“FVTOCI”). In August 2020, the Company sold the shares of Biohaven for proceeds of $140,000 resulting in a gain of $72,000. The following table is a roll-forward of the investment in Biohaven as of March 31, 2021, 2020 and 2019: As of March 31, (In thousands) 2021 2020 2019 Balance, beginning of year $ 68 $ 103 $ 53 Unrealized (loss) gain on investment – (35 ) 50 Proceeds from the sale of the investment (140 ) – – Gain on sale 72 – – Balance, end of year $ – $ 68 $ 103 |
Investment in Associate
Investment in Associate | 12 Months Ended |
Mar. 31, 2021 | |
Investment in Associate [Abstract] | |
INVESTMENT IN ASSOCIATE | NOTE 7. INVESTMENT IN ASSOCIATE Details of the Company’s associate as of March 31, 2021 and 2020 are as follows: Name Principal Activity Place of Incorporation and Voting Rights Held as Voting Rights Held as Associate: Stimunity S.A. Biotechnology Paris, France 44.0 % 36.4 % The abovementioned associate is accounted for using the equity method in these consolidated financial statements. The following table is a roll-forward of the Company’s investment in Stimunity S.A. as of March 31, 2021 and 2020: Years ended March 31, (In thousands) 2021 2020 Balance, beginning of year $ 1,225 $ 1,207 Additional investment 1,000 – Share of (loss) income (490 ) 18 Balance, end of year $ 1,735 $ 1,225 On February 28, 2018, the Company made an initial investment of €0.5 million ($0.7 million) by subscribing to 3,780 new Class A shares of Stimunity SAS ("Stimunity"), a French simplified joint stock company located and operating in Paris, France, for a 27% equity interest. One of the three directors on the Board of Directors is represented by the Company. The management of Stimunity is controlled by the two other founding shareholders of Stimunity. Management has evaluated the Company's investment and concluded that the Company has significant influence and therefore its investment in Stimunity is accounted for using the equity method. The Company also committed to a second investment in the amount of €1.5 million ($1.9 million) (the "Stimunity Commitment") by subscribing to 4,140 new ordinary shares at a price of €363 per share, upon Stimunity successfully completing agreed milestones. On March 25, 2019, the Company made an additional discretionary investment of €0.6 million ($0.7 million) by subscribing to 1,945 ordinary shares at a price of €308.55 per share, increasing its ownership to approximately 37%. No milestones were completed as of March 31, 2020 and 2019. On June 1, 2020, the Company made an additional $1.0 million investment in Stimunity upon Stimunity's achievement of certain agreed milestones, increasing its equity share in Stimunity to 44% (see Note 20, “Commitments and Contingent Liabilities”). The Company accounts for its investment in Stimunity under the equity method and accordingly, records its share of Stimunity’s earnings or loss based on its ownership percentage. The Company recorded equity in (loss) income in Stimunity of ($490,000) and $18,000 for the years ended March 31, 2021 and 2020, respectively. Under the shareholders agreement, Portage has (i) a preferential subscription right to maintain its equity interest in Stimunity in the event of a capital increase from the issuance of new securities by Stimunity, except for issuances of new securities for stock options under a merger plan or for an acquisition, or (ii) the right to vote against any (a) issuances of additional securities that would call for the Company to waive its preferential subscription right, or (b) any dilutive issuance. The following table illustrates the summarized financial information of the Company's investment in Stimunity S.A: As of March 31, (In millions) 2021 2020 (Unaudited) (Unaudited) Current assets $ 1.6 $ 1.3 Non-current assets $ – $ – Current liabilities $ 0.7 $ 0.3 Non-current liabilities $ 0.1 $ .01 Equity $ 0.8 $ 0.9 Company's share in equity – 44.0% and 36.4% $ 0.4 $ 0.3 Years Ended March 31, 2021 2020 (Unaudited) (Unaudited) Revenue $ 0.1 $ 0.2 Loss from operations $ (1.5 ) $ (0.3 ) Net loss $ (1.1 ) $ – |
Disposition of ppl
Disposition of ppl | 12 Months Ended |
Mar. 31, 2021 | |
Disposition Of Ppl | |
DISPOSITION OF PPL | NOTE 8. DISPOSITION OF PPL On March 3, 2021, the Company disposed of 100% of its interest in PPL, which includes PPL’s interest in PGL and EyGen for $10 to an entity controlled by one of the Company’s current directors and one of the Company’s former directors (the “Purchaser’s Executives”). Under the terms of the arrangement, all outstanding payable obligations were assumed by the purchaser. Simultaneously, the Company and the Purchaser’s Executives entered into a Revenue Share Deed with PPL under which they will be entitled to certain revenue shares based on the achievement of milestones defined in the Revenue Share Deed. The Company may also be entitled to recover an intercompany receivable from the purchaser in the amount of $229,848 on the fourth anniversary of the Revenue Share Deed. The Company valued its interest in the Revenue Share Deed and the recovery of the $229,848 at zero for financials statement purposes. All other intercompany balances were cancelled. The Company no longer has any interest or obligations associated with PPL, PGL and EyGen, other than the interests provided for in the Revenue Share Deed. |
Investments in Private Companie
Investments in Private Companies | 12 Months Ended |
Mar. 31, 2021 | |
Investments in Private Companies [Abstract] | |
INVESTMENTS IN PRIVATE COMPANIES | NOTE 9. INVESTMENTS IN PRIVATE COMPANIES The following table is a rollforward of the investments in Intensity and Sentien as of March 31, 2020 and 2021: (In thousands) Intensity Sentien Total Balance as of April 1, 2019 $ 4,500 $ 700 $ 5,200 Acquisition of Intensity Holdings Limited 1,298 – 1,298 Unrealized gain (loss) on investment 1,611 (700 ) 911 Balance as of March 31, 2020 7,409 – 7,409 Unrealized gain (loss) on investment – – – Balance as of March 31, 2021 $ 7,409 $ – $ 7,409 The following is a discussion of our investments in private companies as of March 31, 2021 and March 31, 2020. Sentien In August 2015, the Company acquired 210,210 shares of Series A preferred stock in Sentien (“Preferred Stock”), a Medford, MA based private company for $700,000 of cash. The Preferred Stock is fully convertible into an equal number of common shares. The Company’s holdings represent 5.06% of the equity of Sentien on a fully diluted basis as of March 31, 2021 and March 31, 2020, respectively. The investment in Sentien has been irrevocably designated as a financial asset recorded at fair value with changes in fair value recorded through other comprehensive income. As of March 31, 2020, the Company recorded an unrealized loss of $0.7 million after determining that cost no longer was the best estimate of fair value due to a significant change in the strategy of Sentien and determined that the investment in Sentien no longer had any fair value as Sentien was no longer pursing the proposed indication from the time of the Company's initial investment. Intensity In connection with the SalvaRx Acquisition in fiscal 2019, the Company acquired a $4.5 million interest in Intensity, a clinical stage biotechnology company, of 1.0 million shares, which represented a 7.5% equity interest in Intensity (see Note 10, “Acquisition and Business Combination”). The investment was recorded at fair value (which approximates cost) at the acquisition date. The investment in Intensity has been irrevocably designated as a financial asset recorded at fair value with gains and losses recorded through other comprehensive income. The fair value of the asset is determined by considering other comparable equity funding transactions by Intensity with unrelated investors. On July 11, 2019, the Company entered into an agreement with Fast Forward Innovations Limited ("Fast Forward") to purchase Intensity Holdings Limited ("IHL"), a wholly-owned subsidiary of Fast Forward. The Company paid $1.3 million for IHL through the issuance of 129,806 ordinary shares. The sole asset of IHL consists of 288,458 shares of the private company, Intensity. This transaction increased the Company's ownership to 1,288,458 shares of Intensity. As of March 31, 2021 and March 31, 2020, the Company owned approximately 8% and 9%, respectively, of the outstanding shares of Intensity, on a fully diluted basis. During the year ended March 31, 2020, the Company recorded an unrealized gain of $1.6 million with respect to its investment in Intensity based upon Intensity’s most recent valuation. |
Acquisition and Business Combin
Acquisition and Business Combination | 12 Months Ended |
Mar. 31, 2021 | |
Acquisition and Business Combination [Abstract] | |
ACQUISITION AND BUSINESS COMBINATION | NOTE 10. ACQUISITION AND BUSINESS COMBINATION On August 13, 2018, the Company reached a definitive agreement to acquire 100% of SalvaRx, a company incorporated in the British Virgin Islands on May 6, 2015 focused on novel cancer immunotherapies and to develop clinical proof of concept, in exchange for 8,050,701 ordinary shares of the Company (the "SalvaRx Acquisition"). The SalvaRx Acquisition was completed on January 8, 2019 (the "Acquisition Date") upon receiving shareholder and regulatory approval. Shares issued by the Company on acquisition were valued at $92.6 million based on the market price of the Company shares of $11.50 per share on the Acquisition Date. Portage is the accounting acquirer as the controlling group of shareholders of the Company increased their holdings, retained majority of voting rights after the acquisition and the Company's management prior to the acquisition continued as management of the combined company. Four of the Company's Board members are also directors of SalvaRx (see Note 21, “Related Party Transactions”). Notwithstanding the high degree of common ownership between the companies, this was not considered a common control transaction as no single individual held a controlling interest and no contractual arrangement exists among the group of shareholders. In connection with the SalvaRx Acquisition, the Company acquired SalvaRx's five invested entities and subsidiaries: iOx and Saugatuck (consolidated subsidiary with non-controlling interest), Intensity (investment in private company) (see Note 9, “Investments in Private Companies”), Nekonal (joint venture with no fair value due to a dispute with Nekonal, see below), and Rift (no fair value as operations are discontinued). In connection with the SalvaRx Acquisition, the Company also acquired an option from Nekonal SARL that gives SalvaRx the right to acquire shares in Nekonal for €50 ($55 USD) per share for four years. On January 8, 2019, the acquisition date, the fair value of option was determined to be $0 due to a dispute with Nekonal. SalvaRx and Nekonal were involved in a dispute regarding Nekonal's claim that it attained a development milestone that would require SalvaRx to provide the next tranche of funding. SalvaRx claims that Nekonal committed a breach of duties and fraud on its minority shareholders with respect to its assumption that the milestone has been attained. Nekonal management has counterclaimed that SalvaRx is in breach of contract with respect to the funding arrangement. While litigation was threatened, no legal proceedings have commenced. In fiscal 2021, the Company abandoned its interest in Nekonal. The acquisition of SalvaRx allowed the Company to acquire interest in the development of nine immune-oncology products. SalvaRx has three in-process research and development ("IPR&D") projects identified. The following table presents unaudited supplemental pro forma consolidated net income based on SalvaRx's historical reporting periods as if the SalvaRx Acquisition had occurred as of April 1, 2018 (in thousands): Year ended March 31, 2019 Net loss $ (5,160 ) Net loss applicable to common stockholders $ (3,920 ) Net loss per share, basic and diluted $ (0.01 ) |
Goodwill
Goodwill | 12 Months Ended |
Mar. 31, 2021 | |
Goodwill In Process Research And Development [Abstract] | |
GOODWILL | NOTE 11. GOODWILL As of March 31, 2021 As of March 31, 2020 (In thousands) Goodwill IPR&D DTL Goodwill IPR&D DTL Balance, beginning of year $ 43,324 $ 117,388 $ (21,604 ) $ 43,324 $ 117,388 $ (21,604 ) Foreign exchange effect on deferred liability settleable in Great British pounds – – (2,446 ) – – – On Acquisition of SalvaRx Limited – – – – – – Amortization – – – – – – Impairment – – – – – – Balance, end of year $ 43,324 $ 117,388 $ (24,050 ) $ 43,324 $ 117,388 $ (21,604 ) The Company’s goodwill arose from the acquisition of SalvaRx and its portfolio of several projects and investments. As of March 31, 2021, the Company determined that it has only one cash-generating unit (“CGU”), the consolidated Portage Biotech, Inc. Impairment Review On an annual basis, the Company assesses its long-lived assets with definite lives, which are not yet available for use for potential indicators of impairment. At the end of each reporting period, the Company is required to assess whether there is any indication that an asset may be impaired. Pursuant to IAS 36, “Impairment of Assets,” the Company reviewed its assets for any indicators of impairment and considered underlying fundamentals, execution, de-risking/advancement of assets and the value creation activities during the year ended March 31, 2021. If any such indication exists, the Company estimates the recoverable amount of the asset or CGU and compares it to the carrying value. The Company performed its annual impairment test in each of 2021 and 2020 and estimated the recoverable amount of the above-noted CGU based on its value in use, which was determined using a capitalized cash flow methodology and categorized within level 3 of the fair market value hierarchy. The recoverable amount of the CGU has been determined based on its value in use. The recoverable amount considered assumptions based on probabilities of technical, regulatory and clinical acceptances and financial support. Further, Management uses risk-adjusted cash flow projections based on financial budgets. Management believes that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the carrying amount to exceed its recoverable amount. The discount rate has been determined based on the Company’s best estimate of a risk adjusted discount rate. The key assumptions used in the calculation of the recoverable amount include forecasts of the following: (a) revenues; (b) normalized operating expenses; (c) income taxes; and (d) capital expenditures. Discounted cash flows are determined with reference to undiscounted risk adjusted cash flows, and the discount rate approximated 20.0% and 20.5% at March 31, 2021 and 2020, respectively, based on the individual characteristics of the Company’s CGU, the risk-free rate of return and other economic and operating factors. The recoverable amount exceeded the carrying amount of goodwill and therefore no impairment was considered necessary as of March 31, 2021 and 2020. |
In Process Research And Develop
In Process Research And Development And Deferred Tax Liability | 12 Months Ended |
Mar. 31, 2021 | |
In Process Research And Development And Deferred Tax Liability | |
IN PROCESS RESEARCH AND DEVELOPMENT AND DEFERRED TAX LIABILITY | NOTE 12. IN PROCESS RESEARCH AND DEVELOPMENT AND DEFERRED TAX LIABILITY In process research and development (“IPR&D”) consists of the following projects (in thousands): Project # Description Value as of Value as of iOx: IMM 60 Melanoma & Lung Cancers $ 84,213 $ 84,213 IMM 65 Ovarian/Prostate Cancers 32,997 32,997 117,210 117,210 Oncomer/Saugatuck DNA Aptamers 178 178 $ 117,388 $ 117,388 Deferred tax liability $ 24,050 $ 21,604 Additionally, at the end of each reporting period, the Company is required to assess whether there is any indication that an asset may be impaired. Pursuant to IAS 36, the Company reviewed its assets for any indicators of impairment and considered underlying fundamentals, execution, de-risking/advancement of assets and the value creation activities during the year ended March 31, 2021. As of March 31, 2021, management assessed whether any indications of impairment existed for the Company’s IPR&D and concluded no indicators were present. Therefore, a test for impairment was not required and no impairment was recorded for the year ended March 31, 2021. Deferred tax liability (DTL) related to IPR&D at iOx is subject to tax in the United Kingdom. As of March 31, 2021 and 2020, iOx had a deferred tax liability of approximately $24.1 million and approximately $21.6 million, respectively. On January 8, 2019, the Company recognized a $19.8 million deferred tax liability for the difference between the book and income tax basis of IPR&D acquired as part of the acquisition of SalvaRx. As the IPR&D process is in the UK, the deferred tax had been recorded at 17%, the rate applicable in the UK. During the year ended March 31, 2020, the Company recorded a tax expense of $2.2 million, including $2.3 million to increase the deferred tax liability due to the increase in the UK tax rate to 19% in March 2020, $0.4 million of a return to provision adjustment and a decrease due to a refundable research and development credit of $0.5 million. As the deferred tax liability may be settled in the future in Great British pounds (“GBP”), the Company increased the deferred tax liability by $2.4 million as of March 31, 2021 and decreased the deferred tax liability by $1.4 million as of March 31, 2020, respectively, to reflect the difference in exchange rates from period to period. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Mar. 31, 2021 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 13. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As of March 31, (In thousands) 2021 2020 Accounts payable $ 113 $ 343 Insurance premium note 1,651 – Accrued interest 5 701 Other 169 224 Total accounts payable and accrued liabilities $ 1,938 $ 1,268 |
Unsecured Notes Payable
Unsecured Notes Payable | 12 Months Ended |
Mar. 31, 2021 | |
Unsecured Notes Payable and Warrants [Abstract] | |
UNSECURED NOTES PAYABLE | NOTE 14. UNSECURED NOTES PAYABLE Following is a roll-forward of notes payable: CURRENT CURRENT NON-CURRENT (In thousands) PPL iOx SalvaRx Total Balance, April 1, 2019 $ 193 $ 100 $ 3,370 $ 3,663 Repayment – – (300 ) (300 ) Amortization of debt discount 7 – 258 265 Loss on extinguishment of debt – – 33 33 Balance, March 31, 2020 200 100 3,361 3,661 Repayment – – (1,020 ) (1,020 ) Amortization of debt discount – – 76 76 Value of notes exchanged in warrant exercise – – (2,640 ) (2,640 ) Settlement in connection with disposition of PPL (200 ) – – (200 ) Loss on extinguishment of debt – – 223 223 Proceeds from loan payable – 50 – 50 Balance, March 31, 2021 $ – $ 150 $ – $ 150 PPL and EyGen Unsecured Notes Payable During the year ended March 31, 2017, the Company's subsidiaries, PPL and EyGen, completed a private placement of unsecured notes (the "PPL Unsecured Notes"). The balance outstanding as of March 31, 2020 was $0.2 million. The PPL Unsecured Notes were settled as part of the disposition of PPL in March 2021 (see Note 8, “Disposition of PPL”). SalvaRx Unsecured Notes Payable and Warrants In connection with the SalvaRx Acquisition in January 2019, the Company assumed $3.96 million of principal in unsecured notes due on March 2, 2021 (or earlier upon a qualifying event), that bear interest at 7% per annum (the "SalvaRx Notes"). The fair value of the SalvaRx Notes was determined to be $3.4 million at January 2019. As the SalvaRx Acquisition was a qualifying event, the SalvaRx Notes became due upon the acquisition. In December 2019, the maturity date of the SalvaRx Notes was extended to June 2021. The holders of the SalvaRx Notes received $7,500 of warrants in respect of each $10 thousand of principal issued. The warrants vest in the event of a qualifying transaction and are exercisable at a 30% discount to the implied valuation of SalvaRx. On the Acquisition Date, the fair value of the warrants, which are included in non-controlling interest, was determined to be $2.5 million using the Black Scholes Model. During September 2020, the Company settled the SalvaRx Notes obligations originally due in June 2021 in an aggregate principal amount of approximately $3.7 million, plus accrued interest of $0.75 million in exchange for cash payments totaling $1.77 million and 397,604 of the associated SalvaRx warrants with an exercise price of $6.64 per share. The noteholders who accepted the offer exchanged their SalvaRx warrants for an equal number of Portage shares at the same price per share. The Company accounted for the contractual value of the exercised and outstanding warrants of $2.64 million (397,604 shares at $6.64 per share) as accrued equity issuable at September 30, 2020. The Company also recorded a loss of $1.26 million during the year ended March 31, 2021, to recognize the discount between the fair value of the underlying shares on October 13, 2020, the settlement date, ($9.80 per share) and the warrant exercise (contract) price of $6.64 per share. Four of the Company's directors, Gregory Bailey, James Mellon, Steven Mintz (in trust) and Kam Shah, received, in total, 363,718 of the warrants pursuant to this transaction. Subsequent to the exercise of the warrants in October 2020, Portage had 12,083,395 and 49,701 issued and outstanding shares and warrants, respectively. The Company also recorded a loss on early extinguishment of debt of $0.22 million in the year ended March 31, 2021. iOx Unsecured Notes Payable In connection with the SalvaRx Acquisition in January 2019, the Company assumed $2.0 million of 7% convertible notes issued by iOx, a wholly owned subsidiary of SalvaRx (the “Convertible Notes”), of which the Company holds $1.9 million. As a result of the SalvaRx Acquisition, iOx became a subsidiary of the Company during the year ended March 31, 2019. In accordance with IFRS 3, the fair value, including interest receivable, of the Convertible Notes were effectively settled against the note receivable upon the business combination. The remaining Convertible Notes issued to a third party, including the conversion option, are recorded at a fair value of $0.1 million. An additional $0.05 million Convertible Note, which also included warrants to purchase additional shares, was funded in 2021. The holder of the Convertible Notes can convert the notes and accrued interest into ordinary shares of iOx at any time before maturity at £120 per share. There is an automatic conversion in the event iOx raises $2.0 million, and the conversion price will be determined based on the timing of the capital raised and the price at which the money was raised. iOx has the right to repay the Convertible Notes together with accrued interest at any time. |
Warrant Liability
Warrant Liability | 12 Months Ended |
Mar. 31, 2021 | |
Warrant Liability | |
WARRANT LIABILITY | NOTE 15. WARRANT LIABILITY Below is the roll-forward of warrants issued by entity (see Note 14, “Unsecured Notes Payable”): PBI SalvaRx Exercise Warrants Amount Exercise Warrants Contract Amount In 000’$ In 000’$ Warrants outstanding, April 1, 2020 – – $ – $ 6.64 447,305 $ 2,970 (1) Exchange of warrants pursuant to SalvaRx Notes settlement $ 6.64 447,305 2,970 $ 6.64 (447,305 ) (2,970 ) Reclassification to accrued equity issuable $ 6.64 (397,604 ) (2,640 ) – – – Fair value adjustment at March 31, 2021 (2) – – 790 – – – Warrants outstanding, March 31, 2021 $ 6.64 49,701 $ 1,120 – – $ – (1) Treated as non-controlling interest accounted for at fair value. (2) Portage warrant liability valued at contract price, adjusted for fair value using the Black Scholes model. |
Capital Stock
Capital Stock | 12 Months Ended |
Mar. 31, 2021 | |
Capital Stock [Abstract] | |
CAPITAL STOCK | NOTE 16. CAPITAL STOCK (a) Authorized ordinary shares : (b) Following is a roll-forward of ordinary shares as of March 31, 2021 and 2020: Years Ended March 31, 2021 2020 Ordinary Amount Ordinary Amount In 000’ In 000’$ In 000’ In 000’$ Balance, beginning of year 10,988 $ 117,817 10,858 $ 116,237 Shares issued in a private placement, net of issue costs 698 6,732 – – Exchange of SalvaRx warrants for PBI warrants – 2,640 – – Settlement of non-controlling interest in SalvaRx – 2,451 – – To reflect warrants issued and outstanding (d) – (330 ) – – Fair value adjustment for shares issued at a discount in SalvaRx 397 1,256 – – Expiration of unexercised stock options – 58 – 282 Shares issued in connection with the acquisition of interest in Intensity Holdings Limited – – 130 1,298 Shares issued for services 1 25 -– – Balance, end of year 12,084 $ 130,649 10,988 $ 117,817 (c) Number of ordinary shares have been retroactively adjusted to reflect the impact of 100:1 reverse stock split on June 5, 2020. (d) Represents the contractual value of the Portage warrants, which was adjusted to fair value of $271 using the Black Scholes model. On June 16, 2020, the Company completed a private placement of 698,145 restricted ordinary shares at a price of $10.00 per share for gross proceeds of $6.98 million to accredited investors. Directors of the Company subscribed for 215,000 shares, or approximately 30.8% of the private placement, for proceeds of $2.15 million. The Company incurred costs of approximately $0.25 million in connection with the offering, which was treated as contra-equity on the Company’s balance sheet. During September 2020, the Company settled the SalvaRx Notes obligations originally due in June 2021 in an aggregate principal amount of approximately $3.7 million, plus accrued interest of $0.75 million in exchange for cash payments totaling $1.77 million and 397,604 of the associated SalvaRx warrants with an exercise price of $6.64 per share. The warrants were exchanged for an equal number of warrants to acquire Portage stock at the same price per share. The Company accounted for the contractual value of the exercised and outstanding warrants of $2.64 million (397,604 shares at $6.64 per share) as accrued equity issuable at September 30, 2020. The Company also recorded a loss of $1.26 million during the year ended March 31, 2021, to recognize the discount between the fair value of the underlying shares on October 13, 2020 (the settlement date) of $9.80 per share and the contract price of $6.64 per share. Four of the Company's directors, Gregory Bailey, James Mellon, Steven Mintz (in trust) and Kam Shah, received, in total, 363,718 of the shares pursuant to this transaction. Subsequent to March 31, 2021, the Company commenced its “at the market” offering to sell shares and a second offering subject to a Prospectus filed June 24, 2021. See Note 25, “Events After the Balance Sheet Date” for a further discussion. |
Stock Option Reserve
Stock Option Reserve | 12 Months Ended |
Mar. 31, 2021 | |
Share Based Payment [Abstract] | |
STOCK OPTION RESERVE | NOTE 17. STOCK OPTION RESERVE (a) The following table provides the activity for the Company’s stock option reserve for the years ended March 31, 2021 and 2020: Years Ended March 31, 2021 2020 (In thousands) Non-Controlling Stock Option Non-Controlling Stock Option Balance, beginning of year $ 10,618 $ 58 $ 8,475 $ 324 Expiration of unexercised stock options – (58 ) – (282 ) Share-based compensation expense 850 7,977 2,143 16 Balance, end of year $ 11,468 $ 7,977 $ 10,618 $ 58 The $7.4 million fair value of vested iOx options acquired in the SalvaRx Acquisition and the stock-based compensation expense for unvested options are included in non-controlling interest in the combined balance sheets as of March 31, 2021 and 2020. Stock Options The Board of Directors of the Company (the "Board") established a stock option plan (the "2013 Option Plan") under which options to acquire ordinary shares of the Company are granted to directors, employees and consultants of the Company. The maximum number of ordinary shares issuable under the 2013 Option Plan shall not exceed 10% of the total number of issued and outstanding ordinary shares, inclusive of all shares presently reserved for issuance pursuant to previously granted stock options. If a stock option was surrendered, terminated or expired without being exercised, the ordinary shares reserved for issuance pursuant to such stock option were available for new stock options granted under the 2013 Option Plan. The options vest on a schedule determined by the Board of Directors, generally over two to four years, and expire after five years. As of March 31, 2019, the Board decided to discontinue the 2013 Option Plan and during the year ended March 31, 2021, 2,980 outstanding options issued under the plan expired unexercised and no options remained outstanding under the 2013 Option Plan. On June 25, 2020, at the annual meeting of shareholders, the Company’s new incentive stock option plan (the “2020 Stock Option Plan”) was approved, which authorized the directors to fix the option exercise price and to issue stock options under the plan as they see fit. The Company's 2020 Stock Option Plan is a 10% rolling stock option plan under which the directors are authorized to grant up to a maximum of 10% of the issued and outstanding ordinary shares on the date of grant. Effective January 13, 2021, the Company amended and restated its 2020 Stock Option Plan to permit the grant of additional types of equity compensation securities, including restricted stock units and dividend equivalent rights (the "2021 Equity Incentive Plan"). The aggregate number of equity securities, which may be issued under the 2021 Equity Incentive Plan has not been changed. Pursuant to the 2021 Equity Incentive Plan, on January 13, 2021, the Company granted an aggregate of 868,000 stock options exercisable at a price of US$17.75 per share, representing the closing price of the shares on the day immediately preceding the grant date, which expire on January 13, 2031 to various directors, officers and consultants of the Company. 350,000 options granted to members of the board of directors vest 1/3 on grant date, 1/3 on the first anniversary of the grant and 1/3 on the second anniversary of the grant. 518,000 options granted to consultants (one of whom is also a director) vest 1/3 on each of the first three anniversaries of the date of grant. Additionally, the Company granted 243,000 restricted stock units on January 13, 2021, with a fair value of $17.75 per share, which was the closing price on the day immediately preceding the grant date. The restricted stock units vest on the date of grant but underlying shares cannot be sold until one of four conditions are met. In accordance with IFRS 2, “Share-based Payment,” the Company recognized compensation expense of $4.3 million in the year ended March 31, 2021, in connection with the RSU grants. In January 2019, iOx, a subsidiary of SalvaRx, was acquired by the Company as part of the SalvaRx Acquisition. Accordingly, the 2,599 stock options to acquire common shares of iOx (the “Acquired Options”) with an exercise price of £ Following are the weighted average assumptions used in the calculation of the fair value of the vested and unvested options on the Acquisition Date, with respect to the iOx Option Plan: Assumption Vested Options Unvested Options Grant Date November 28, 2016 April 17, 2018 Risk free interest rate 2.6% 2.6% Expected dividend Nil Nil Expected volatility 80% 80% Expected life 1.3 years 3.2 years Fair value of iOx stock US$4,630.35 US$4,630.35 Following are the weighted average assumptions used in connection with the January 13, 2021 option grant, with respect to the Company’s 2021 Equity Incentive Plan: Assumption Vested Options Unvested Options Risk free interest rate 0.48% 0.48% Expected dividend Nil Nil Expected volatility 139% 144% Expected life 5.5 years 6.0 years Fair value of Portage stock US$16.66 US$17.11 (b) The movements in the number of options issued were: PBI 2021 Equity Incentive Plan PBI 2013 Option Plan iOx Option Plan Years Ended March 31, Years Ended March 31, Years Ended March 31, 2021 2020 2021 2020 2021 2020 Balance, beginning of year – – 2,980 5,959 2,599 2,599 Granted 868,000 – – – – – Expired or forfeited – – (2,980 ) (2,979 ) (675 ) – Balance, end of period 868,000 – – 2,980 1,924 2,599 Exercisable, end of year 116,666 – – 2,980 1,604 1,643 (c) Following are the weighted average exercise price and the remaining contractual life for outstanding options by plan: PBI 2020 Option Plan PBI 2013 Option Plan iOx Option Plan As of March 31, As of March 31, As of March 31, 2021 2020 2021 2020 2021 2020 Weighted average exercise price $ 17.75 $ – $ – $ 15.00 $ 165.20 $ 148.84 Weighted average remaining contractual life (in years) 9.79 – – 1.72 0.95 1.63 The vested options can be exercised at any time in accordance with the applicable option agreement. The exercise price was greater than the market price on the date of the grants for all options outstanding as of March 31, 2021 and March 31, 2020. The Company recorded $0.9 million, $2.2 million and $1.2 million of compensation expense related to the iOx stock option plans for the years ended March 31, 2021, 2020 and 2019, respectively. |
Taxation
Taxation | 12 Months Ended |
Mar. 31, 2021 | |
Income Tax [Abstract] | |
TAXATION | NOTE 18. TAXATION The Company is a British Virgin Island corporation. The Government of the British Virgin Islands does not, under existing legislation, impose any income or corporate tax on corporations. PGL and iOx are subject to United Kingdom taxes ("UK Taxes"). Portage Services Ltd. is subject to taxes in Canada. Tax losses or potential tax credits for Portage Services Ltd. are insignificant. iOx has research and development refundable credits of approximately $0.1 million and $0.5 million that have been recorded for the years ended March 31, 2021 and 2020, respectively, and are included in prepaid expenses and other receivables on the respective balance sheets. The following is a reconciliation of the UK Taxes to the effective income tax rates for the years ended March 31, 2021 and 2020 ($ in thousands): 2021 2020 Loss on ordinary activities before tax $ 1,218 $ 2,409 Statutory UK income tax rate 19.0 % 19.0 % Loss at statutory income tax rate $ 231 $ 458 Change in deferred rate and true-up – (2,665 ) Foreign currency effect on deferred tax liability (2,542 ) 1,425 Other adjustments 96 – Research and development credit 149 500 Losses (unrecognized) (231 ) (458 ) Income tax (expense) $ (2,297 ) $ (740 ) Research and development credit receivables of $649 and $500 were included in prepaid expenses and other receivables on the consolidated balance sheets as of March 31, 2021 and 2020, respectively. The following is a reconciliation of financial statement loss to pre-tax loss subject to tax (in thousands): As of March 31, 2021 As of March 31, 2020 BVI Foreign Total BVI Foreign Total Pre-tax (loss) $ (13,674 ) $ (1,218 ) $ (14,892 ) (2,698 ) (3,811 ) (6,509 ) Losses not subject to tax 13,674 – 13,674 2,698 – 2,698 Pre-tax (loss) subject to tax $ – $ (1,218 ) $ (1,218 ) $ – (3,811 ) (3,811 ) As of March 31, 2021 and 2020, the Company's deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following (in thousands): 2021 2020 Deferred tax assets: Net operating loss $ 1,689 $ 1,186 Deferred tax asset (unrecognized) $ 1,689 $ 1,186 Deferred tax liabilities: In process research and development $ 24,050 $ 21,604 Deferred tax liability $ 24,050 $ 21,604 The reduction in the rate of UK corporation tax to 19% from April 1, 2017 and to 17% from April 1, 2020 was substantively enacted at the Balance Sheet date. However subsequently, the UK Government announced that the UK corporation tax rate would remain at 19% and not reduce to 17% on 1 April 2020. This was substantively enacted on 17 March 2020. The standard rate of UK corporation tax applied to reported loss is 19% (2018: 19%). Unrecognized UK deferred tax assets and liabilities are calculated at a rate of 19%, being the rate that was substantively enacted at the Balance Sheet date. iOx recorded research and development cash credits of approximately $0.1 million and $0.5 million that have been recorded for years ended March 31, 2021 and 2020, respectively. As of March 31, 2021, 2020 and 2019, cumulative tax losses for iOx were approximately $7.3 million, $6.2 million and $2.1 million, respectively. As of March 31, 2021 and 2020, iOx had a deferred tax liability of approximately $24.1 million and approximately $21.6 million, respectively. On January 8, 2019, the Company recognized a $19.8 million deferred tax liability for the difference between the book and income tax basis of IPR&D acquired as part of the acquisition of SalvaRx. As the IPR&D process is in the UK, the deferred tax had been recorded at 17%, the rate applicable in the UK. During the year ended March 31, 2020, the Company recorded a tax expense of $2.2 million, including $2.3 million to increase the deferred tax liability due to the increase in the UK tax rate to 19% in March 2020, $0.4 million of a return to provision adjustment and a decrease due to a refundable research and development credit of $0.5 million. As the deferred tax liability may be settled in the future in GBP, the Company increased the deferred tax liability by $2.4 million as of March 31, 2021 and decreased the deferred tax liability by $1.4 million as of March 31, 2020, respectively, to reflect the difference in exchange rates from period to period. There is no expiration date for accumulated tax losses in the UK entities. |
(Loss) Per Share
(Loss) Per Share | 12 Months Ended |
Mar. 31, 2021 | |
Earnings Loss Per Share [Abstract] | |
(LOSS) PER SHARE | NOTE 19. (LOSS) PER SHARE Basic earnings per share ("EPS") is calculated by dividing the net income (loss) attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is calculated by dividing the net income (loss) attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. The following table reflects the loss and share data used in the basic and diluted EPS calculations (dollars in thousands, except per share amounts): Years Ended March 31, 2021 2020 2019 Numerator Net loss attributable to owners of the Company $ (15,833 ) $ (5,333 ) $ (2,635 ) Denominator Weighted average number of shares – Basic and Diluted 11,733 10,952 4,820 Basic and Diluted (loss) per share $ (1.35 ) $ (0.49 ) $ (0.55 ) Inclusion of outstanding options or other common stock equivalents in the computation of diluted loss per share would have an anti-dilutive effect on the loss per share and are therefore excluded from the computation. Consequently, there is no difference between loss per share and diluted loss per share. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 20. COMMITMENTS AND CONTINGENT LIABILITIES The Company is committed to invest approximately €1.5 million ($1.9 million) in Stimunity upon Stimunity’s achievement of certain agreed milestones. During the year ended March 31, 2019, the Company made a discretionary investment of €600,129 ($688,359) and on June 1, 2020, the Company made an additional discretionary investment of €800,000 ($1.0 million) investment towards the commitment. The remaining commitment was €100,000 as of March 31, 2021 (see Note 7, “Investment in Associate”). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2021 | |
Related party transactions [abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 21. RELATED PARTY TRANSACTIONS SalvaRx Acquisition On January 8, 2019, the Company acquired 100% of SalvaRx from SalvaRx Group plc. in exchange for 8,050,701 ordinary shares of the Company for an aggregate consideration of US$92.6 million (see Note 10, “Acquisition and Business Combination”). Four of the six directors of the Company are also directors of SalvaRx Group plc. The Company's CEO is also the CEO of SalvaRx and employees of the Company comprise the management team of SalvaRx. Investments The Company has entered into related party transactions and certain services agreements with its investees. Key management of the Company has also entered into related party transactions with investees. Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company. The Board of Directors, Chairman, Chief Executive Officer and Chief Financial Officer are key management personnel. The following subsidiaries and associates are considered related parties: (a) Stimunity (b) iOx (c) Saugatuck (d) Intensity (e) PGL The following are significant related party balances and transactions other than those disclosed elsewhere in the consolidated financial statements: (a) Unsecured notes payable includes $200,000 notes issued to directors of the Company by PPL at March 31, 2020. The notes were settled as part of the PPL disposition (see Note 8, “Disposition of PPL”). (b) Interest expense includes $78,427, $226,018 and $225,400 interest incurred in the years ended March 31, 2021, 2020 and 2019, respectively, on notes issued to members of the Portage board of directors. The SalvaRx Notes were settled as of August 6, 2020 and, accordingly, no further interest expense was incurred. In connection with the settlement of the SalvaRx Notes, $692,045 of accrued interest and $805,000 of principal was paid to directors. The directors also exchanged an aggregate $2,415,000 of notes payable for SalvaRx warrants at a price of $6.64, which were exchanged for Portage warrants and converted to Portage stock on October 13, 2020 (see Note 14, “Unsecured Notes Payable”). (c) In January 2020, a board member of the Company advanced the Company $1.0 million, which was repaid in July 2020. There was no interest or fees associated with this advance. Transactions between the parent company and its subsidiaries, which are related parties, have been eliminated in consolidation and are not disclosed in this note. |
Financial Instruments and Risk
Financial Instruments and Risk Management | 12 Months Ended |
Mar. 31, 2021 | |
Financial Instruments and Risk Management [Abstract] | |
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | NOTE 22. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT The Company’s financial instruments recognized in the Company’s consolidated statements of financial position consist of the following: Fair value estimates are made at a specific point in time, based on relevant market information and information about financial instruments. These estimates are subject to and involve uncertainties and matters of significant judgment, therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The following table summarizes the Company’s financial instruments as of March 31, 2021 and March 31, 2020: As of March 31, 2021 2020 (In thousands) Amortized Cost Fair Value through Amortized Cost FVTOCI Financial assets Cash and cash equivalents $ 2,770 $ – $ 3,152 $ – Prepaid expenses and other receivables $ 2,176 $ – $ 574 $ – Investments $ – $ 9,144 $ – $ 8,702 Amortized Cost Fair Value through Amortized Cost FVTPL Financial liabilities Accounts payable and accrued liabilities $ 1,938 $ – $ 1,268 $ – Unsecured notes payable $ 150 $ – $ 3,661 $ – Warrant liability $ – $ 1,120 $ – $ – A summary of the Company’s risk exposures as it relates to financial instruments are reflected below. Fair value of financial instruments The Company’s financial assets and liabilities are comprised of cash, receivables and investments in equities and private entities, accounts payable, warrant liability and unsecured notes payable. The Company classifies the fair value of these transactions according to the following fair value hierarchy based on the amount of observable inputs used to value the instrument: · Level 1 – Values are based on unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date. · Level 2 – Values are based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace. Prices in Level 2 are either directly or indirectly observable as of the reporting date. · Level 3 – Values are based on prices or valuation techniques that are not based on observable market data. Investments are classified as Level 3 financial instrument. Assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy. Management has assessed that the fair values of cash and cash equivalents, other receivables and accounts payable approximate their carrying amounts largely due to the short-term maturities of these instruments. The following methods and assumptions were used to estimate their fair values: Investment in Biohaven Investment in Sentien Investment in Intensity Accrued equity issuable: Unsecured notes payable Warrant Liability There have been no transfers between levels of the fair value hierarchy for the years ended March 31, 2021 and 2020. The Company’s financial instruments are exposed to certain financial risks: credit risk and liquidity risk. Credit Risk Credit risk is the risk of loss associated with a counterparty’s inability to fulfil its payment obligations. The credit risk is attributable to various financial instruments, as noted below. The credit risk is limited to the carrying value as reflected on the consolidated statements of financial position. Cash Other receivables. Liquidity Risk Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company’s reputation. The Company holds sufficient cash to satisfy obligations under accounts payable and accruals. The Company monitors its liquidity position regularly to assess whether it has the funds necessary to meet its operating needs and needs for investing in new projects. The Company believes that it has sufficient funding to finance the committed drug development work, apart from meeting its operational needs for the foreseeable future. However, as a biotech company at an early stage of development and without significant internally generated cash flows, there are inherent liquidity risks, including the possibility that additional financing may not be available to the Company, or that actual drug development expenditures may exceed those planned. The current uncertainty in global markets could have an impact on the Company’s future ability to access capital on terms that are acceptable to the Company. There can be no assurance that required financing will be available to the Company. See Note 25, “Events After the Balance Sheet Date,” for a discussion of the Company’s share offering. |
Capital Disclosures
Capital Disclosures | 12 Months Ended |
Mar. 31, 2021 | |
Capital Management [Abstract] | |
CAPITAL DISCLOSURES | NOTE 23. CAPITAL DISCLOSURES The Company considers the items included in shareholders’ equity as capital. The Company had accounts payable and accrued expenses of approximately $1.9 million as of March 31, 2021 (approximately $1.3 million as of March 31, 2020) and current assets of approximately $4.9 million as of March 31, 2021 (approximately $3.8 million as of March 31, 2020). The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue new business opportunities and to maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. As of March 31, 2021, shareholders’ equity attributable to the owners of the company was approximately $101.4 million (approximately $96.5 million as of March 31, 2020). The Company is not subject to any externally imposed capital requirements and does not presently utilize any quantitative measures to monitor its capital. There have been no changes to the Company’s approach to capital management during the years ended March 31, 2021 and 2020. See Note 25, “Events After the Balance Sheet Date,” for a discussion of the Company’s share offering. |
Non-Controlling Interest
Non-Controlling Interest | 12 Months Ended |
Mar. 31, 2021 | |
Non Controlling Interest [Abstract] | |
NON-CONTROLLING INTEREST | NOTE 24. NON-CONTROLLING INTEREST (In thousands) PGL SalvaRx iOx Saugatuck Total Balance as of April 1, 2019 $ (31 ) $ 2,451 $ 46,376 $ 87 $ 48,883 Fair value: Stock-based compensation expense – – 2,143 – 2,143 Net loss attributable to non-controlling interest (50 ) – (1,807 ) (59 ) (1,916 ) Non-controlling interest as of March 31, 2020 (81 ) 2,451 46,712 28 49,110 Stock-based compensation expense – – 850 – 850 Exchange of SalvaRx warrants for PBI warrants in SalvaRx Notes settlement – (2,451 ) – – (2,451 ) Net income (loss) attributable to non-controlling interest 81 – (1,389 ) (48 ) (1,356 ) Non-controlling interest as of March 31, 2021 $ – $ – $ 46,173 $ (20 ) $ 46,153 |
Events After the Balance Sheet
Events After the Balance Sheet Date | 12 Months Ended |
Mar. 31, 2021 | |
Event After the Balance Sheet Date [Abstract] | |
EVENTS AFTER THE BALANCE SHEET DATE | NOTE 25. EVENTS AFTER THE BALANCE SHEET DATE Share Offering In April 2021, pursuant to a Registration Statement and Prospectus declared effective by the SEC on March 8, 2021 (discussed more fully in Note 1, “Nature of Operations”), the Company commenced its “at the market” offering and through June 7, 2021, had sold 90,888 shares generating net proceeds of approximately $2.6 million. Further, the Company initiated an offering pursuant to the Prospectus. On June 24, 2021, the Company completed a firm commitment underwritten public offering of 1,150,000 ordinary shares at a public offering price of $23.00 per share for gross proceeds of approximately $26.5 million and net proceeds of approximately $25.0 million, and was settled June 28, 2021. The Company incurred offering expenses for the public offering of approximately $1.5 million, including approximately $1.4 million of management, underwriting and selling expenses. The Company will use net proceeds raised to fund its research and development activities and support operations. Installment Note Receivable The installment note receivable of approximately $0.034 million described in Note 5, “Prepaid Expenses and Other Receivables,” was repaid in full in July 2021. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies [Abstract] | |
Financial instruments | Financial Instruments i) Financial Assets Classification Upon the initial recognition of a financial assets, the financial assets are classified as one of the following measurement methodologies: (a) amortized cost, (b) fair value through other comprehensive income (FVTOCI), or (c) fair value through profit or loss (FVTPL). Subsequent measurement will be based on the initial classification of the financial assets. The classification of a financial asset at initial recognition depends on the Company's business model for managing the financial asset and the financial asset's contractual cash flow characteristics. In order for a financial asset to be measured at amortized cost or fair value through OCI, it needs to give rise to cash flows that are solely payments of principal and interest The Company's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Measurement For purposes of subsequent measurement, financial assets are classified in three categories: · Financial assets at amortized cost (debt instruments); · Financial assets at FVTOCI; and · Financial assets at FVTPL. Financial Assets at Amortized Cost (Debt Instruments) The Company measures financial assets at amortized cost if both of the following conditions are met: - The financial asset is held within a business model with the objective of holding the financial asset in order to collect contractual cash flows and; - The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortized cost are subsequently measured using the effective interest rate method and are subject to a period impairment review. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired. The Company's financial assets classified at amortized cost includes other receivables. Financial Assets designated at Fair Value through OCI (Equity Instruments) Upon initial recognition, the Company can elect to classify irrevocably its equity investments as equity instruments designated at FVTOCI when they meet the definition of equity under IAS 32, “Financial Instruments: Presentation,” and are not held for trading. The classification is determined on an instrument-by-instrument basis. Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized as other income in the statement of profit or loss when the right of payment has been established, except when the Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment. The Company irrevocably elected to classify its investments in Biohaven Pharmaceuticals Holding Company Ltd. (“Biohaven”), Sentien and Intensity as FVTOCI. Financial Assets at Fair Value through Profit or Loss Financial assets at FVTPL include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured FVTPL, irrespective of the business model. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognized in the statement of profit or loss. ii Financial Liabilities The Company's financial liabilities include accounts payable which approximates fair value due to their short maturity and unsecured notes payable assumed in the SalvaRx Acquisition. The unsecured notes payable assumed in the SalvaRx Acquisition are recorded at fair value on the acquisition date (see Note 10, “Acquisition and Business Combination” and Note 14, “Unsecured Notes Payable”). Warrant Liability and Note Payable During the year ended March 31, 2017, the Company's subsidiaries, PPL and EyGen, issued notes with warrants (see Note 14, “Unsecured Notes Payable” and Note 15, “Warrant Liability”). The warrants, which were exercisable for common shares of PPL and EyGen, expired in the year ended March 31, 2020. Accordingly, at inception a portion of the proceeds was allocated to the fair value of the warrants and the remainder was recorded as a note payable. The warrants expired and the note payable was settled as part of the PPL disposition in March 2021 (see Note 8, “Disposition of PPL”). At subsequent balance sheet dates the fair value of the warrant was remeasured with movements in the fair value recorded in profit or loss. The loan was recorded at amortized cost and is accounted for using the effective interest method. In March 2021, the Company completed the disposition of its interest in PPL and EyGen and these liabilities were settled. In connection with the SalvaRx Acquisition (see Note 10, “Acquisition and Business Combination” and Note 14, “Unsecured Notes Payable”), the Company acquired notes payable and associated warrants, which were recorded at fair value on the date of the acquisition. |
Impairment of financial assets | Impairment of Financial Assets IFRS 9, “Financial Instruments,” requires the Company to recognize an allowance for expected credit losses ("ECLs") for all debt instruments and investments not held at fair value through profit or loss and contract assets. For intangible assets, at the end of each reporting period and whenever there is an indication that the intangible asset may be impaired, the Company reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. At the end of each reporting period, the Company assessed whether there was objective evidence that a financial asset was impaired. The Company recognizes an allowance for ECLs for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). |
Foreign currencies | Foreign Currencies The functional and presentation currency of the Company and its subsidiaries (see Note 3, “Basis of Presentation”) is the U.S. dollar. Monetary assets and liabilities are translated at exchange rates in effect at the balance sheet date. Non-monetary assets are translated at exchange rates in effect when they were acquired. Revenue and expenses are translated at the approximate average rate of exchange for the period. Foreign currency differences arising on retranslation are recognized in income or loss. The effect of exchange rates on our foreign currency-denominated asset and liability balances are recorded as foreign currency transaction losses in the determination of net income (loss). |
Cash and cash equivalents | Cash and Cash Equivalents Cash and cash equivalents comprise cash in hand and on-demand deposits that are readily convertible to a known amount of cash with three months or less from date of acquisition and are subject to an insignificant risk of change in value. The Company does not have any cash equivalents as of March 31, 2021 and 2020. |
Intangible assets acquired in business combinations | Intangible Assets acquired in Business Combinations Intangible assets acquired in business combinations that are separable from goodwill are recorded at their acquisition date fair value. Subsequent to initial recognition, intangible assets acquired in business combinations are reported net of accumulated amortization and any impairment losses. |
Impairment of indefinite life intangible assets other than goodwill | Impairment of Indefinite Life Intangible Assets other than Goodwill At the end of each annual reporting period and whenever there is an indication that an indefinite life intangible asset may be impaired, the Company reviews the carrying amounts of such intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of impairment loss (if any). When it is not possible to estimate the recoverable amount of any individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units ("CGU" or "CGUs"), or the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. |
Share-based payments | Share-based Payments The Company determines the fair value of share-based payments granted to directors, officers, employees and consultants using the Black-Scholes option-pricing model at the grant date. Assumptions for the Black-Scholes model are determined as follows: • Expected Volatility. • Expected Term. • Risk-free Interest Rate. • Expected Dividend Yield. Share-based payments to employees, officers and directors are recorded and reflected as an expense over the vesting period with a corresponding increase in the stock option reserve. On exercise, the associated amounts previously recorded in the stock option reserve are transferred to common share capital. |
(Loss) Income per Share | (Loss) Per Share Basic (loss) per share is calculated by dividing net (loss) income (the numerator) by the weighted average number of ordinary shares outstanding (the denominator) during the period. Diluted (loss) per share reflects the dilution that would occur if outstanding stock options and share purchase warrants were exercised into ordinary shares using the treasury stock method and convertible debt were converted into ordinary shares using the if-converted method. Diluted (loss) per share is calculated by dividing net (loss) income applicable to ordinary shares by the sum of the weighted average number of ordinary shares outstanding and all additional ordinary shares that would have been outstanding if potentially dilutive common shares had been issued. The share and per share information has been retroactively adjusted to reflect the impact of the stock dividend. The inclusion of the Company's stock options, restricted stock units and share purchase warrants in the computation of diluted loss per share would have an anti-dilutive effect on loss per share and are therefore excluded from the computation. Consequently, there is no difference between basic loss per share and diluted loss per share for the years ended March 31, 2021, 2020 and 2019. The following table reflects the outstanding securities by year that would have an anti-dilutive effect on loss per share, and accordingly, were excluded from the calculation (see Note 19, “(Loss) Per Share”). As of March 31, 2021 2020 2019 Stock options 868,000 2,980 2,980 Restricted stock units 243,000 – – Warrants 49,701 – – |
Investment in private companies | Investments in Private Companies The investment is comprised of shares of private companies that have been acquired through a private placement. The investment is initially recorded at fair value. Following acquisition, the Company evaluates whether control or significant influence is exerted by the Company over the affairs of the investee company. Based on the evaluation, the Company accounts for the investment using either the consolidation, equity accounting or fair value method (see Note 9, “Investments in Private Companies”). |
Investments in associates | Investment in Associate An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment, or a portion thereof, is classified as held for sale, in which case it is accounted for in accordance with IFRS 5, “Non-current Assets Held for Sale and Discontinued Operations”. Under the equity method, an investment in an associate is initially recognized in the consolidated statement of financial position at cost from the date the investee becomes an associate and adjusted thereafter to recognize the Company's share of the profit or loss and other comprehensive income of the associate. When the Company's share of losses of an associate exceed the Company's interest in that associate (which includes any long-term interests that, in substance, form part of the Company's net investment in the associate), the Company discontinues recognizing its share of further losses. Additional losses are recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate. After application of the equity method, the Company determines whether it is necessary to recognize an impairment loss on its investment in its associate. At each reporting date, the Company determines whether there is objective evidence that the investment in the associate is impaired. If there is such evidence, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, and then recognizes the loss within 'share of (loss) income in associate' in the consolidated statements of operations. |
Research and Development Expenses | Research and Development Expenses (i) Research and Development Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is expensed as incurred. Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically, and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortization. Amortization of the asset begins when development is complete and the asset is available for use. It is amortized over the period of expected future benefit. During the period of development, the asset is tested for impairment annually. Research and development expenses include all direct and indirect operating expenses supporting the products in development. (ii) Subsequent Expenditure Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures are recognized in income or loss as incurred. (iii) Clinical Trial Expenses Clinical trial expenses are a component of the Company's research and development costs. These expenses include fees paid to contract research organizations, clinical sites, and other organizations who conduct development activities on the Company's behalf. The amount of clinical trial expenses recognized in a period related to clinical agreements are based on estimates of the work performed using an accrual basis of accounting. These estimates incorporate factors such as patient enrolment, services provided, contractual terms, and prior experience with similar contracts. |
Contingent liability | Contingent Liability A contingent liability is a possible obligation that arises from past events and of which the existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not within the control of the Corporation; or a present obligation that arises from past events (and therefore exists), but is not recognized because it is not probable that a transfer or use of assets, provision of services or any other transfer of economic benefits will be required to settle the obligation; or the amount of the obligation cannot be estimated reliably. |
Determination of fair value | Determination of Fair Value A number of the Company's accounting policies and disclosures required the determination of fair value, both for financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. When applicable, further information about the assumptions made in determining fair values is disclosed in Note 22, “Financial Instruments and Risk Management” and other footnotes that specifically relate to assets or liabilities measured at fair value. |
Income Tax | Income Tax The Company uses the asset and liability method to account for income taxes. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities for accounting purposes, and their respective tax bases. Deferred income tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted and applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in statutory tax rates is recognized in profit or loss in the year of change. Deferred income tax assets are recorded when their recoverability is considered probable and are reviewed at the end of each reporting period. |
Business Combinations | Business Combinations Business combinations are accounted for using the acquisition method as of the date when control transfers to the Company. The total purchase price less the fair value of non-controlling interest is allocated to the acquired net tangible and intangible assets and liabilities assumed at fair value. Transaction costs that the Company incurs in connection with a business combination are expensed as incurred. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price paid for the acquisition of an entity and the amount recognized for non-controlling interests over the fair value of the net identifiable assets acquired and liabilities assumed. Goodwill is allocated to the CGUs, which are expected to benefit from the synergies of the combination. Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Impairment is determined for goodwill by assessing if the carrying value of a CGU, including the allocated goodwill, exceeds its recoverable amount determined as the greater of the estimated fair value less costs to sell and the value in use. Impairment losses recognized in respect of a CGU are first allocated to the carrying value of goodwill and any excess is allocated to the carrying amount of assets in the CGU. Any goodwill impairment is recorded in income in the period in which the impairment is identified. Impairment losses on goodwill are not subsequently reversed. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Impact of Adoption of Significant New IFRS Standards in 2020 (a) IAS 1: Presentation of Financial Statements, and IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors (Amendment) (b) Conceptual Framework for Financial Reporting IFRS Pronouncements Issued But Not Yet Effective New Accounting Standards, Interpretations and Amendments Standards issued but not yet effective up to the date of issuance of the Company's consolidated financial statements are listed below. This listing is of standards and interpretations issued, which the Company reasonably expects to be applicable at a future date. The Company intends to adopt those standards when they become effective. (c) Annual Improvements to IFRS Standards 2018-2020 The annual improvements process addresses issues in the 2018-2020 reporting cycles including changes to IFRS 9, “Financial Instruments,” IFRS 1, “First Time Adoption of IFRS,” IFRS 16, “Leases,” and IAS 41, “Biological Assets”. i) The amendment to IFRS 9 addresses which fees should be included in the 10% test for derecognition of financial liabilities. ii) The amendment to IFRS 1 allows a subsidiary adopting IFRS at a later date than its parent to also measure cumulative translation differences using the amounts reported by the parent based on the parent’s date of transition to IFRS. iii) The amendment to IFRS 16’s illustrative example 13 removes the illustration of payments from the lessor related to leasehold improvements. These amendments will be effective for annual periods beginning on or after January 1, 2022. The Company is currently evaluating the new guidance and impacts on its consolidated financial statements. (d) IAS 37: Onerous Contracts - Cost of Fulfilling a Contract The amendment to IAS 37 clarifies the meaning of costs to fulfil a contract and that before a separate provision for an onerous contract is established, an entity recognizes any impairment loss that has occurred on assets used in fulfilling the contract, rather than on assets dedicated to the contract. This amendment will be effective for annual periods beginning on or after January 1, 2022. The Company is currently evaluating the new guidance and impacts on its consolidated financial statements. (e) IAS 16: Proceeds Before Intended Use The amendment to IAS 16 prohibits an entity from deducting from the cost of an item of Property, plant and equipment any proceeds received from selling items produced while the entity is preparing the assets for its intended use (for example, the proceeds from selling samples produced when testing a machine to see if it is functioning properly). It also clarifies that an entity is testing whether the asset is functioning properly when it assesses the technical and physical performance of the asset. The amendment also requires certain related disclosures. This amendment will be effective for annual periods beginning on or after January 1, 2022. The Company is currently evaluating the new guidance and impacts on its consolidated financial statements. (f) IAS 1: Presentation of Financial Statements The amendment to IAS 1 clarifies how to classify debt and other liabilities as either current or non-current. The amendment will be effective for annual periods beginning on or after January 1, 2023. The Company is currently evaluating the new guidance and impacts on its consolidated financial statements. (g) Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and Its Associate or Joint Venture The amendment addresses the conflict between IFRS 10 and IAS 28 in dealing with the loss of control of a subsidiary that is sold or contributed to an associate or joint venture. The amendments clarify that the gain or loss resulting from the sale or contribution of assets that constitute a business, as defined in IFRS 3, between an investor and its associate or joint venture, is recognized in full. Any gain or loss resulting from the sale or contribution of assets that do not constitute a business, however, is recognized only to the extent of unrelated investors' interests in the associate or joint venture. The IASB has deferred the effective date of these amendments indefinitely, but an entity that early adopts the amendments must apply them prospectively. The Company is evaluating whether the adoption of the above amendment will have a material impact on its financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Schedule of anti-dilutive effect on loss per share | The following table reflects the outstanding securities by year that would have an anti-dilutive effect on loss per share, and accordingly, were excluded from the calculation (see Note 19, “(Loss) Per Share”). As of March 31, 2021 2020 2019 Stock options 868,000 2,980 2,980 Restricted stock units 243,000 – – Warrants 49,701 – – |
Prepaid Expenses and Other Re_2
Prepaid Expenses and Other Receivables (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Prepaid Expenses and Other Receivable [Abstract] | |
Schedule of prepaid expenses and other receivables | As of March 31, (In thousands) 2021 2020 Prepaid insurance $ 1,445 $ 14 Research & development tax credits 649 500 Other prepaid expenses 48 – Other receivables 34 60 Total prepaid expenses and other receivables $ 2,176 $ 574 |
Investment in Marketable Equi_2
Investment in Marketable Equity Securities (Table) | 12 Months Ended |
Mar. 31, 2021 | |
Investment in Biohaven [Abstract] | |
Schedule of investment in marketable equity securities | The following table is a roll-forward of the investment in Biohaven as of March 31, 2021, 2020 and 2019: As of March 31, (In thousands) 2021 2020 2019 Balance, beginning of year $ 68 $ 103 $ 53 Unrealized (loss) gain on investment – (35 ) 50 Proceeds from the sale of the investment (140 ) – – Gain on sale 72 – – Balance, end of year $ – $ 68 $ 103 |
Investment in Associate (Tables
Investment in Associate (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Investment in Associate [Abstract] | |
Schedule of investment associate | Details of the Company’s associate as of March 31, 2021 and 2020 are as follows: Name Principal Activity Place of Incorporation and Voting Rights Held as Voting Rights Held as Associate: Stimunity S.A. Biotechnology Paris, France 44.0 % 36.4 % |
Schedule of investment in Stimunity S.A. | The following table is a roll-forward of the Company’s investment in Stimunity S.A. as of March 31, 2021 and 2020: Years ended March 31, (In thousands) 2021 2020 Balance, beginning of year $ 1,225 $ 1,207 Additional investment 1,000 – Share of (loss) income (490 ) 18 Balance, end of year $ 1,735 $ 1,225 |
Schedule of details of the Company's associate | The following table illustrates the summarized financial information of the Company's investment in Stimunity S.A: As of March 31, (In millions) 2021 2020 (Unaudited) (Unaudited) Current assets $ 1.6 $ 1.3 Non-current assets $ – $ – Current liabilities $ 0.7 $ 0.3 Non-current liabilities $ 0.1 $ .01 Equity $ 0.8 $ 0.9 Company's share in equity – 44.0% and 36.4% $ 0.4 $ 0.3 Years Ended March 31, 2021 2020 (Unaudited) (Unaudited) Revenue $ 0.1 $ 0.2 Loss from operations $ (1.5 ) $ (0.3 ) Net loss $ (1.1 ) $ – |
Investments in Private Compan_2
Investments in Private Companies (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Investments in Private Companies [Abstract] | |
Schedule of investments in private companies | The following table is a rollforward of the investments in Intensity and Sentien as of March 31, 2020 and 2021: (In thousands) Intensity Sentien Total Balance as of April 1, 2019 $ 4,500 $ 700 $ 5,200 Acquisition of Intensity Holdings Limited 1,298 – 1,298 Unrealized gain (loss) on investment 1,611 (700 ) 911 Balance as of March 31, 2020 7,409 – 7,409 Unrealized gain (loss) on investment – – – Balance as of March 31, 2021 $ 7,409 $ – $ 7,409 |
Acquisition and Business Comb_2
Acquisition and Business Combination (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Acquisition and Business Combination [Abstract] | |
Schedule of pro forma consolidated net income | The following table presents unaudited supplemental pro forma consolidated net income based on SalvaRx's historical reporting periods as if the SalvaRx Acquisition had occurred as of April 1, 2018 (in thousands): Year ended March 31, 2019 Net loss $ (5,160 ) Net loss applicable to common stockholders $ (3,920 ) Net loss per share, basic and diluted $ (0.01 ) |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Goodwill In Process Research And Development [Abstract] | |
Schedule of IPR&D projects | As of March 31, 2021 As of March 31, 2020 (In thousands) Goodwill IPR&D DTL Goodwill IPR&D DTL Balance, beginning of year $ 43,324 $ 117,388 $ (21,604 ) $ 43,324 $ 117,388 $ (21,604 ) Foreign exchange effect on deferred liability settleable in Great British pounds – – (2,446 ) – – – On Acquisition of SalvaRx Limited – – – – – – Amortization – – – – – – Impairment – – – – – – Balance, end of year $ 43,324 $ 117,388 $ (24,050 ) $ 43,324 $ 117,388 $ (21,604 ) |
In Process Research And Devel_2
In Process Research And Development And Deferred Tax Liability (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
In Process Research And Development And Deferred Tax Liability Tables Abstract | |
Schedule of In process research and development | In process research and development (“IPR&D”) consists of the following projects (in thousands): Project # Description Value as of Value as of iOx: IMM 60 Melanoma & Lung Cancers $ 84,213 $ 84,213 IMM 65 Ovarian/Prostate Cancers 32,997 32,997 117,210 117,210 Oncomer/Saugatuck DNA Aptamers 178 178 $ 117,388 $ 117,388 Deferred tax liability $ 24,050 $ 21,604 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of accounts payable and accrued liabilities | As of March 31, (In thousands) 2021 2020 Accounts payable $ 113 $ 343 Insurance premium note 1,651 – Accrued interest 5 701 Other 169 224 Total accounts payable and accrued liabilities $ 1,938 $ 1,268 |
Unsecured Notes Payable (Tables
Unsecured Notes Payable (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Investment in Pgl | |
Schedule of notes payable | Following is a roll-forward of notes payable: CURRENT CURRENT NON-CURRENT (In thousands) PPL iOx SalvaRx Total Balance, April 1, 2019 $ 193 $ 100 $ 3,370 $ 3,663 Repayment – – (300 ) (300 ) Amortization of debt discount 7 – 258 265 Loss on extinguishment of debt – – 33 33 Balance, March 31, 2020 200 100 3,361 3,661 Repayment – – (1,020 ) (1,020 ) Amortization of debt discount – – 76 76 Value of notes exchanged in warrant exercise – – (2,640 ) (2,640 ) Settlement in connection with disposition of PPL (200 ) – – (200 ) Loss on extinguishment of debt – – 223 223 Proceeds from loan payable – 50 – 50 Balance, March 31, 2021 $ – $ 150 $ – $ 150 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Warrant Liability Tables Abstract | |
Schedule of warrant liability | Below is the roll-forward of warrants issued by entity (see Note 14, “Unsecured Notes Payable”): PBI SalvaRx Exercise Warrants Amount Exercise Warrants Contract Amount In 000’$ In 000’$ Warrants outstanding, April 1, 2020 – – $ – $ 6.64 447,305 $ 2,970 (1) Exchange of warrants pursuant to SalvaRx Notes settlement $ 6.64 447,305 2,970 $ 6.64 (447,305 ) (2,970 ) Reclassification to accrued equity issuable $ 6.64 (397,604 ) (2,640 ) – – – Fair value adjustment at March 31, 2021 (2) – – 790 – – – Warrants outstanding, March 31, 2021 $ 6.64 49,701 $ 1,120 – – $ – (1) Treated as non-controlling interest accounted for at fair value. (2) Portage warrant liability valued at contract price, adjusted for fair value using the Black Scholes model. |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Capital Stock [Abstract] | |
Common shares: Unlimited number of common shares without par value | Following is a roll-forward of ordinary shares as of March 31, 2021 and 2020: Years Ended March 31, 2021 2020 Ordinary Amount Ordinary Amount In 000’ In 000’$ In 000’ In 000’$ Balance, beginning of year 10,988 $ 117,817 10,858 $ 116,237 Shares issued in a private placement, net of issue costs 698 6,732 – – Exchange of SalvaRx warrants for PBI warrants – 2,640 – – Settlement of non-controlling interest in SalvaRx – 2,451 – – To reflect warrants issued and outstanding (d) – (330 ) – – Fair value adjustment for shares issued at a discount in SalvaRx 397 1,256 – – Expiration of unexercised stock options – 58 – 282 Shares issued in connection with the acquisition of interest in Intensity Holdings Limited – – 130 1,298 Shares issued for services 1 25 -– – Balance, end of year 12,084 $ 130,649 10,988 $ 117,817 |
Stock Option Reserve (Tables)
Stock Option Reserve (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Share Based Payment [Abstract] | |
Disclosure Of Terms Stock Option Reserve Explanatory | The following table provides the activity for the Company’s stock option reserve for the years ended March 31, 2021 and 2020: Years Ended March 31, 2021 2020 (In thousands) Non-Controlling Stock Option Non-Controlling Stock Option Balance, beginning of year $ 10,618 $ 58 $ 8,475 $ 324 Expiration of unexercised stock options – (58 ) – (282 ) Share-based compensation expense 850 7,977 2,143 16 Balance, end of year $ 11,468 $ 7,977 $ 10,618 $ 58 |
Schedule of fair value of these stock options on the date of grant and black-scholes option pricing model | Following are the weighted average assumptions used in the calculation of the fair value of the vested and unvested options on the Acquisition Date, with respect to the iOx Option Plan: Assumption Vested Options Unvested Options Grant Date November 28, 2016 April 17, 2018 Risk free interest rate 2.6% 2.6% Expected dividend Nil Nil Expected volatility 80% 80% Expected life 1.3 years 3.2 years Fair value of iOx stock US$4,630.35 US$4,630.35 Following are the weighted average assumptions used in connection with the January 13, 2021 option grant, with respect to the Company’s 2021 Equity Incentive Plan: Assumption Vested Options Unvested Options Risk free interest rate 0.48% 0.48% Expected dividend Nil Nil Expected volatility 139% 144% Expected life 5.5 years 6.0 years Fair value of Portage stock US$16.66 US$17.11 |
Schedule of outstanding stock options | The movements in the number of options issued were: PBI 2021 Equity Incentive Plan PBI 2013 Option Plan iOx Option Plan Years Ended March 31, Years Ended March 31, Years Ended March 31, 2021 2020 2021 2020 2021 2020 Balance, beginning of year – – 2,980 5,959 2,599 2,599 Granted 868,000 – – – – – Expired or forfeited – – (2,980 ) (2,979 ) (675 ) – Balance, end of period 868,000 – – 2,980 1,924 2,599 Exercisable, end of year 116,666 – – 2,980 1,604 1,643 |
Schedule of weighted average exercise price and the remaining contractual life | Following are the weighted average exercise price and the remaining contractual life for outstanding options by plan: PBI 2020 Option Plan PBI 2013 Option Plan iOx Option Plan As of March 31, As of March 31, As of March 31, 2021 2020 2021 2020 2021 2020 Weighted average exercise price $ 17.75 $ – $ – $ 15.00 $ 165.20 $ 148.84 Weighted average remaining contractual life (in years) 9.79 – – 1.72 0.95 1.63 |
Taxation (Tables)
Taxation (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Income Tax [Abstract] | |
Schedule of effective income tax rates | The following is a reconciliation of the UK Taxes to the effective income tax rates for the years ended March 31, 2021 and 2020 ($ in thousands): 2021 2020 Loss on ordinary activities before tax $ 1,218 $ 2,409 Statutory UK income tax rate 19.0 % 19.0 % Loss at statutory income tax rate $ 231 $ 458 Change in deferred rate and true-up – (2,665 ) Foreign currency effect on deferred tax liability (2,542 ) 1,425 Other adjustments 96 – Research and development credit 149 500 Losses (unrecognized) (231 ) (458 ) Income tax (expense) $ (2,297 ) $ (740 ) |
Schedule of reconciliation of financial statement loss to tax basis loss | The following is a reconciliation of financial statement loss to pre-tax loss subject to tax (in thousands): As of March 31, 2021 As of March 31, 2020 BVI Foreign Total BVI Foreign Total Pre-tax (loss) $ (13,674 ) $ (1,218 ) $ (14,892 ) (2,698 ) (3,811 ) (6,509 ) Losses not subject to tax 13,674 – 13,674 2,698 – 2,698 Pre-tax (loss) subject to tax $ – $ (1,218 ) $ (1,218 ) $ – (3,811 ) (3,811 ) |
Schedule of deferred tax assets and liabilities | As of March 31, 2021 and 2020, the Company's deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following (in thousands): 2021 2020 Deferred tax assets: Net operating loss $ 1,689 $ 1,186 Deferred tax asset (unrecognized) $ 1,689 $ 1,186 Deferred tax liabilities: In process research and development $ 24,050 $ 21,604 Deferred tax liability $ 24,050 $ 21,604 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Earnings Loss Per Share [Abstract] | |
Schedule of basic and diluted EPS calculations | The following table reflects the loss and share data used in the basic and diluted EPS calculations (dollars in thousands, except per share amounts): Years Ended March 31, 2021 2020 2019 Numerator Net loss attributable to owners of the Company $ (15,833 ) $ (5,333 ) $ (2,635 ) Denominator Weighted average number of shares – Basic and Diluted 11,733 10,952 4,820 Basic and Diluted (loss) per share $ (1.35 ) $ (0.49 ) $ (0.55 ) |
Financial Instruments and Ris_2
Financial Instruments and Risk Management (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Financial Instruments and Risk Management [Abstract] | |
Schedule of financial instruments | The following table summarizes the Company’s financial instruments as of March 31, 2021 and March 31, 2020: As of March 31, 2021 2020 (In thousands) Amortized Cost Fair Value through Amortized Cost FVTOCI Financial assets Cash and cash equivalents $ 2,770 $ – $ 3,152 $ – Prepaid expenses and other receivables $ 2,176 $ – $ 574 $ – Investments $ – $ 9,144 $ – $ 8,702 Amortized Cost Fair Value through Amortized Cost FVTPL Financial liabilities Accounts payable and accrued liabilities $ 1,938 $ – $ 1,268 $ – Unsecured notes payable $ 150 $ – $ 3,661 $ – Warrant liability $ – $ 1,120 $ – $ – |
Non-Controlling Interest (Table
Non-Controlling Interest (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Non Controlling Interest [Abstract] | |
Schedule of non-controlling interest | (In thousands) PGL SalvaRx iOx Saugatuck Total Balance as of April 1, 2019 $ (31 ) $ 2,451 $ 46,376 $ 87 $ 48,883 Fair value: Stock-based compensation expense – – 2,143 – 2,143 Net loss attributable to non-controlling interest (50 ) – (1,807 ) (59 ) (1,916 ) Non-controlling interest as of March 31, 2020 (81 ) 2,451 46,712 28 49,110 Stock-based compensation expense – – 850 – 850 Exchange of SalvaRx warrants for PBI warrants in SalvaRx Notes settlement – (2,451 ) – – (2,451 ) Net income (loss) attributable to non-controlling interest 81 – (1,389 ) (48 ) (1,356 ) Non-controlling interest as of March 31, 2021 $ – $ – $ 46,173 $ (20 ) $ 46,153 |
Nature of Operations (Details N
Nature of Operations (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Aug. 13, 2018 | |
Disclosure of transactions between related parties [line items] | ||
Cash fund, description | The specific terms of any securities to be offered pursuant to the base prospectus are specified in the sales agreement prospectus. The $50,000,000 of ordinary shares that may be offered, issued and sold under the sales agreement prospectus is included in the $200,000,000 of securities that may be offered, issued and sold by us under the base prospectus. The sales under the prospectus will be deemed to be made pursuant to an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933 (the Securities Act). Upon termination of the sales agreement, any portion of the $50,000,000 included in the sales agreement prospectus that is not sold pursuant to the sales agreement will be available for sale in other offerings pursuant to the base prospectus, and if no shares are sold under the sales agreement, the full $50,000,000 of securities may be sold in other offerings pursuant to the base prospectus. See Note 2, “Liquidity,” Note 16, “Capital Stock” and Note 25, “Events After the Balance Sheet Date” for a further discussion. | |
Maximum aggregate offering price | $ 50,000,000 | |
Issuance and sales | $ 200,000,000 | |
SalvaRx Group plc. [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Percentage of acquire | 100.00% |
Liquidity (Details)
Liquidity (Details) - USD ($) | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Liquidity Details Abstract | ||||
Cash and cash equivalents | $ 2,770,000 | $ 3,152,000 | $ 6,166,000 | $ 7,520,000 |
Total current liabilities | 3,208,000 | 2,568,000 | ||
Warrant liability | 1,100,000 | |||
Net (loss) income | 17,189,000 | 7,249,000 | 3,594,000 | |
Cash used in operating activities | (4,284,000) | (3,714,000) | $ (858,000) | |
Cash on hand | $ 2,770,000 | $ 3,152,000 | ||
Ooffering and through that process, description | In April 2021, the Company commenced its “at the market” offering and through that process, sold 90,888 shares generating net proceeds of approximately $2.6 million. Further, the Company initiated an offering pursuant to the Prospectus. On June 24, 2021, the Company completed a firm commitment underwritten public offering of 1,150,000 ordinary shares at a public offering price of $23.00 per share for gross proceeds of approximately $26.5 million and net proceeds of approximately $25.0 million, and was settled June 28, 2021. The Company incurred offering expenses for the public offering of approximately $1.5 million, including approximately $1.4 million of management, underwriting and selling expenses. The Company will use net proceeds raised to fund its research and development activities and support operations. The amount raised is sufficient to fund operations through July 2022. Funds may be used to accelerate activities or invest in other strategic assets. |
Basis of Presentation (Details)
Basis of Presentation (Details) | Feb. 10, 2015 | Jan. 31, 2018 | Mar. 31, 2021 |
United Kingdom based immune-oncology [Member] | |||
Statements [Line Items] | |||
Proportion of ownership interest in subsidiary | 60.49% | ||
Portage Glasgow Ltd. [Member] | |||
Statements [Line Items] | |||
Proportion of ownership interest in subsidiary | 65.00% | ||
IOX [Member] | |||
Statements [Line Items] | |||
Proportion of ownership interest in subsidiary | 39.51% | ||
Subsidiaries [member] | |||
Statements [Line Items] | |||
Non-controlling interest | 35.00% | ||
Saugatuck [Member] | |||
Statements [Line Items] | |||
Proportion of ownership interest in subsidiary | 70.00% | ||
Non-controlling interest | 30.00% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - shares | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Stock options [Member] | |||
Statement Line Items [Line Items] | |||
Anti-dilutive effect on loss per shar | 868,000 | 2,980 | 2,980 |
Restricted stock units [Member] | |||
Statement Line Items [Line Items] | |||
Anti-dilutive effect on loss per shar | 243,000 | ||
Warrants [Member] | |||
Statement Line Items [Line Items] | |||
Anti-dilutive effect on loss per shar | 49,701 |
Prepaid Expenses and Other Re_3
Prepaid Expenses and Other Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Prepaid Expenses and Other Receivable [Abstract] | ||
Prepaid insurance | $ 1,445 | $ 14 |
Research & development tax credits | 649 | 500 |
Other prepaid expenses | 48 | |
Other receivables | 34 | 60 |
Prepaid expenses and other receivables | $ 2,176 | $ 574 |
Prepaid Expenses and Other Re_4
Prepaid Expenses and Other Receivable (Details Narrative) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 | Oct. 31, 2016 |
Statements [Line Items] | |||
Trade and other current receivables | $ 2,176,000 | $ 574,000 | |
PPL Settlement [Member] | |||
Statements [Line Items] | |||
Supplier amount | $ 120,000 | ||
Amount receivable | 86,250 | ||
Trade and other current receivables | 11,250 | 11,250 | |
Payable installments | 11,250 | ||
Non-current portion | 33,750 | 45,000 | |
Prepaid expenses and other receivables | $ 22,500 | $ 33,750 |
Investment In Marketable Equi_3
Investment In Marketable Equity Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Investment in Biohaven [Abstract] | |||
Balance, beginning of year | $ 68 | $ 103 | $ 53 |
Unrealized (loss) gain on investment | (35) | 50 | |
Proceeds from the sale of the investment | (140) | ||
Gain on sale | 72 | ||
Balance, end of year | $ 68 | $ 103 |
Investment In Marketable Equi_4
Investment In Marketable Equity Securities (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | |
Statements [Line Items] | |||
Investment in marketable equity securities | $ 2,000 | $ 2,000 | |
Biohaven [Member] | |||
Statements [Line Items] | |||
Proceeds from issuing shares | $ 140,000 | ||
Unrealized gains | $ 72,000 |
Investment in Associate (Detail
Investment in Associate (Details) - Stimunity S.A. [Member] | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statements [Line Items] | ||
Name | Associate:Stimunity S.A. | |
Principal Activity | Biotechnology | |
Place of Incorporation and principal place of business | Paris, France | |
Voting rights held | 44.00% | 36.40% |
Investment in Associate (Deta_2
Investment in Associate (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Investment in Pgl | ||
Balance | $ 1,225 | $ 1,207 |
Additional investment | 1,000 | |
Share of (loss) income | (490) | 18 |
Balance | $ 1,735 | $ 1,225 |
Investment in Associate (Deta_3
Investment in Associate (Details 2) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 |
Statements [Line Items] | ||||
Current assets | $ 4,946 | $ 3,794 | ||
Current liabilities | 3,208 | 2,568 | ||
Non-current liabilities | 24,050 | 24,965 | ||
Equity | 147,602 | 145,641 | $ 148,557 | $ 9,619 |
Company's share in equity - 44.0% and 36.4% | 101,449 | 96,531 | ||
Stimunity S.A. [Member] | ||||
Statements [Line Items] | ||||
Current assets | 1,600 | 1,300 | ||
Non-current assets | ||||
Current liabilities | 700 | 300 | ||
Non-current liabilities | 100 | 10 | ||
Equity | 800 | 900 | ||
Company's share in equity - 44.0% and 36.4% | $ 400 | $ 300 |
Investment in Associate (Deta_4
Investment in Associate (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Statements [Line Items] | |||
Income (loss) from operations | $ (12,440) | $ (5,978) | $ (2,764) |
Net (loss) income | (17,189) | (7,249) | $ (3,594) |
Stimunity S.A. [Member] | |||
Statements [Line Items] | |||
Revenue | 100 | 200 | |
Income (loss) from operations | (1,500) | (300) | |
Net (loss) income | $ (1,100) |
Investment in Associate (Deta_5
Investment in Associate (Details Narrative) $ / shares in Units, € in Thousands, $ in Thousands | Jun. 01, 2020USD ($) | Mar. 25, 2019EUR (€)shares | Mar. 25, 2019USD ($)$ / sharesshares | Feb. 28, 2018EUR (€)shares | Feb. 28, 2018USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) |
Statements [Line Items] | |||||||
Additional investments | $ 1,000 | ||||||
Stimunity S.A. [Member] | |||||||
Statements [Line Items] | |||||||
Initial investment | $ 700 | ||||||
Subscribing class A shares | shares | 3,780 | 3,780 | |||||
Second investments | $ 1,900 | ||||||
Additional investments | $ 1,000 | $ 700 | |||||
Subscribing ordinary shares | shares | 1,945 | 1,945 | 4,140 | 4,140 | |||
Shares price | $ / shares | $ 363 | ||||||
Proportion of ownership interest in associate | 37.00% | 37.00% | 27.00% | 27.00% | |||
Voting rights held | 44.00% | 36.40% | |||||
Equity in (loss) income | $ (490) | $ 18 | |||||
Stimunity S.A. [Member] | EURO | |||||||
Statements [Line Items] | |||||||
Initial investment | € | € 500 | ||||||
Second investments | € | € 1,500 | ||||||
Additional investments | € | € 600 | ||||||
Shares price | $ / shares | $ 308.55 |
Disposition of ppl (Details Nar
Disposition of ppl (Details Narrative) - Portage Glasgow Ltd. [Member] | Mar. 03, 2021USD ($) |
Statement Line Items [Line Items] | |
Disposition Percentage | 100.00% |
Disposition value | $ 10,000 |
Intercompany receivable | $ 229,848 |
Investments in Private Compan_3
Investments in Private Companies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statements [Line Items] | ||
Balance | $ 7,409 | $ 5,200 |
Acquisition | 1,298 | |
Unrealized gain (loss) on investment | 911 | |
Balance | 7,409 | 7,409 |
Intensity [Member] | ||
Statements [Line Items] | ||
Balance | 7,409 | 4,500 |
Acquisition | 1,298 | |
Unrealized gain (loss) on investment | 1,611 | |
Balance | 7,409 | 7,409 |
Sentien Biotechnologies Inc. [Member] | ||
Statements [Line Items] | ||
Balance | 700 | |
Acquisition | ||
Unrealized gain (loss) on investment | (700) | |
Balance |
Investments in Private Compan_4
Investments in Private Companies (Details Narrative) - USD ($) | 12 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Jul. 11, 2019 | Mar. 31, 2019 | Aug. 31, 2015 | |
Statements [Line Items] | |||||
Investment | $ 7,409,000 | $ 7,409,000 | $ 5,200,000 | ||
Unrealized Gain (Loss) On Investment | 911,000 | ||||
Intensity [Member] | |||||
Statements [Line Items] | |||||
Investment | 7,409,000 | 7,409,000 | $ 4,500,000 | ||
Unrealized Gain (Loss) On Investment | $ 1,611,000 | ||||
Series A preferred stock in Sentien Biotechnologies [Member] | |||||
Statements [Line Items] | |||||
Number of shares purchased | 210,210 | ||||
Percentage of equity held | 5.06% | ||||
Acquisition Of SalvaRx [Member] | Intensity [Member] | |||||
Statements [Line Items] | |||||
Number of shares purchased | 1,000,000 | ||||
Investment | $ 4,500,000 | ||||
Percentage of equity held | 7.50% | ||||
Unrealized Gain (Loss) On Investment | $ 700,000 | ||||
Acquisition Of Intensity Holding Limited [Member] | Intensity [Member] | |||||
Statements [Line Items] | |||||
Number of ordinary shares issued in acquisition | 129,806 | ||||
Equity interests of acquirer | $ 1,300 | ||||
Number of private company share consists in sole asset | 288,458 | ||||
Percentage of voting equity interests acquired | 8.00% | 9.00% | |||
Number of shares outstanding | 1,288,458 |
Acquisition and Business Comb_3
Acquisition and Business Combination (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Statements [Line Items] | |||
Net loss | $ 6 | $ (691) | |
SalvaRx | |||
Statements [Line Items] | |||
Net loss | (5,160) | ||
Net loss applicable to common stockholders | $ (3,920) | ||
Net loss per share, basic and diluted | $ (0.01) |
Acquisition and Business Comb_4
Acquisition and Business Combination (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 08, 2019 | Aug. 13, 2018 | Jan. 08, 2019 |
SalvaRx | |||
Statements [Line Items] | |||
Business combination acquisition percentage | 100.00% | ||
Cash consideration from issuance of shares | $ 92,600 | ||
Market price of per share | $ 11.50 | $ 11.50 | |
Acquisition of shares, description | In connection with the SalvaRx Acquisition, the Company acquired SalvaRx's five invested entities and subsidiaries: iOx and Saugatuck (consolidated subsidiary with non-controlling interest), Intensity (investment in private company) (see Note 9, “Investments in Private Companies”), Nekonal (joint venture with no fair value due to a dispute with Nekonal, see below), and Rift (no fair value as operations are discontinued). In connection with the SalvaRx Acquisition, the Company also acquired an option from Nekonal SARL that gives SalvaRx the right to acquire shares in Nekonal for €50 ($55 USD) per share for four years. On January 8, 2019, the acquisition date, the fair value of option was determined to be $0 due to a dispute with Nekonal. | ||
SalvaRx Group plc. [Member] | |||
Statements [Line Items] | |||
Business combination acquisition percentage | 100.00% | 100.00% | |
Exchange of common stock | 8,050,701 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement Line Items [Line Items] | ||
Balance, beginning of year | $ 43,324 | |
Balance, end of year | 43,324 | $ 43,324 |
Goodwill [Member] | ||
Statement Line Items [Line Items] | ||
Balance, beginning of year | 43,324 | 43,324 |
Foreign exchange effect on deferred liability settleable in Great British pounds | ||
On Acquisition of SalvaRx Limited | ||
Amortization | ||
Impairment | ||
Balance, end of year | 43,324 | 43,324 |
IPR&D [Member] | ||
Statement Line Items [Line Items] | ||
Balance, beginning of year | 117,388 | 117,388 |
Foreign exchange effect on deferred liability settleable in Great British pounds | ||
On Acquisition of SalvaRx Limited | ||
Amortization | ||
Impairment | ||
Balance, end of year | 117,388 | 117,388 |
DTL [Member] | ||
Statement Line Items [Line Items] | ||
Balance, beginning of year | (21,604) | (21,604) |
Foreign exchange effect on deferred liability settleable in Great British pounds | (2,446) | |
On Acquisition of SalvaRx Limited | ||
Amortization | ||
Impairment | ||
Balance, end of year | $ (24,050) | $ (21,604) |
Goodwill (Details Narrative)
Goodwill (Details Narrative) | Mar. 31, 2021 | Mar. 31, 2020 |
Goodwill In Process Research And Development [Abstract] | ||
Discount rate applied to cash flow projections | 20.00% | 20.50% |
In Process Research And Devel_3
In Process Research And Development And Deferred Tax Liability (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 | Jan. 08, 2019 |
In Process Research And Development [Line Items] | |||
In-process research and development | $ 117,388 | $ 117,388 | |
Deferred tax liability | 24,050 | 21,604 | $ 19,800 |
IMM 60 IOX Melanoma & Lung Cancers [Member] | |||
In Process Research And Development [Line Items] | |||
In-process research and development | 84,213 | 84,213 | |
IMM 65 IOX Ovarian/Prostate Cancers [Member] | |||
In Process Research And Development [Line Items] | |||
In-process research and development | 32,997 | 32,997 | |
Oncomer Saugatuck DNA Aptamers [Member] | |||
In Process Research And Development [Line Items] | |||
In-process research and development | $ 178 | $ 178 |
In Process Research And Devel_4
In Process Research And Development And Deferred Tax Liability (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Jan. 08, 2019 | |
Goodwill In Process Research And Development [Abstract] | ||||
Deferred tax liability | $ 24,050 | $ 21,604 | $ 19,800 | |
Income tax (expense) | 2,297 | 740 | ||
Increase (Decrease) in deferred tax liability | $ 2,400 | $ 1,400 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Accounts Payable And Accrued Liabilities | ||
Accounts payable | $ 113 | $ 343 |
Insurance premium note | 1,651 | 0 |
Accrued interest | 5 | 701 |
Other | 169 | 224 |
Total | $ 1,938 | $ 1,268 |
Unsecured Notes Payable and War
Unsecured Notes Payable and Warrants (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statements [Line Items] | ||
Balance | $ 3,661 | $ 3,663 |
Repayment | (1,020) | (300) |
Amortization of debt discount | 76 | 265 |
Value of notes exchanged in warrant exercise | (2,640) | |
Settlement in connection with disposition of PPL | (200) | |
Loss on extinguishment of debt | 223 | 33 |
Proceeds from loan payable | 50 | |
Balance | 150 | 3,661 |
Ppl [Member] | ||
Statements [Line Items] | ||
Balance | 200 | 193 |
Repayment | ||
Amortization of debt discount | 7 | |
Value of notes exchanged in warrant exercise | ||
Settlement in connection with disposition of PPL | (200) | |
Loss on extinguishment of debt | ||
Proceeds from loan payable | ||
Balance | 200 | |
Iox [Member] | ||
Statements [Line Items] | ||
Balance | 100 | 100 |
Repayment | ||
Amortization of debt discount | ||
Value of notes exchanged in warrant exercise | ||
Settlement in connection with disposition of PPL | ||
Loss on extinguishment of debt | ||
Proceeds from loan payable | 50 | |
Balance | 150 | 100 |
SalvaRx | ||
Statements [Line Items] | ||
Balance | 3,361 | 3,370 |
Repayment | (1,020) | (300) |
Amortization of debt discount | 76 | 258 |
Value of notes exchanged in warrant exercise | (2,640) | |
Settlement in connection with disposition of PPL | ||
Loss on extinguishment of debt | 223 | 33 |
Proceeds from loan payable | ||
Balance | $ 3,361 |
Unsecured Notes Payable and W_2
Unsecured Notes Payable and Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Jan. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Oct. 31, 2020 | |
Statements [Line Items] | |||||
Aggregate principal amount of Unsecured Notes | $ 200 | ||||
Unsecured Notes interest | 7.00% | ||||
Issuance of unsecured notes, description | The holders of the SalvaRx Notes received $7,500 of warrants in respect of each $10 thousand of principal issued. The warrants vest in the event of a qualifying transaction and are exercisable at a 30% discount to the implied valuation of SalvaRx. On the Acquisition Date, the fair value of the warrants, which are included in non-controlling interest, was determined to be $2.5 million using the Black Scholes Model. | ||||
Fair value of warrant liabilities | $ 24,000 | ||||
Shares received | 363,718 | ||||
Loss on extinguishment of debt | $ 223 | $ 33 | |||
Portage | |||||
Statements [Line Items] | |||||
Number of exercise of warrants, issued | 12,083,395 | ||||
Number of exercise of warrants, outstanding | 49,701 | ||||
SalvaRx | |||||
Statements [Line Items] | |||||
Aggregate principal amount of Unsecured Notes | $ 3,960 | ||||
Unsecured Notes interest | 7.00% | ||||
Acquistion, description | Company assumed $3.96 million of principal in unsecured notes due on March 2, 2021 (or earlier upon a qualifying event), that bear interest at 7% per annum (the "SalvaRx Notes"). | ||||
Payment for settlement | $ 1,770 | ||||
Warrants exercised | 397,604 | ||||
Exercise Price | $ 6.64 | ||||
Contractual value of warrants exercised description | The Company accounted for the contractual value of the exercised and outstanding warrants of $2.64 million (397,604 shares at $6.64 per share) as accrued equity issuable at September 30, 2020. The Company also recorded a loss of $1.26 million during the year ended March 31, 2021, to recognize the discount between the fair value of the underlying shares on October 13, 2020 (the settlement date) of $9.80 per share and the contract price of $6.64 per share. | ||||
Loss on extinguishment of debt | 223 | 33 | |||
Iox [Member] | |||||
Statements [Line Items] | |||||
Acquistion, description | Company assumed $2.0 million of 7% convertible notes issued by iOx, a wholly-owned subsidiary of SalvaRx (the "Convertible Notes"), of which the Company holds $1.9 million. | ||||
Convertible Notes mature | 50 | ||||
Conversion amount | $ 2,000 | ||||
Loss on extinguishment of debt |
Warrant Liability (Details)
Warrant Liability (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
SalvaRx Group plc. [Member] | |
Statement Line Items [Line Items] | |
Warrants outstanding exercise price at beginning | $ / shares | |
Exchange of warrants pursuant to SalvaRx Notes settlement exercise price | $ / shares | 6.64 |
Reclassification to accrued equity issuablem, exercise price | $ / shares | 6.64 |
Fair value adjustment , exercise price at end | $ / shares | |
Warrants outstanding, exercise price, at end | $ / shares | $ 6.64 |
Warrants outstanding, shares at beginning | shares | |
Exchange of warrants pursuant to SalvaRx Notes settlement, shares | shares | 447,305 |
Reclassification to accrued equity issuable, shares | shares | (397,604) |
Fair value adjustment, shares at end | shares | |
Warrants outstanding, shares at end | shares | 49,701 |
Warrants outstanding, amount at beginning | $ | |
Exchange of warrants pursuant to SalvaRx Notes settlement, amount | $ | 2,970 |
Reclassification to accrued equity issuable, amount | $ | (2,640) |
Fair value adjustment, amount at end | $ | 790 |
Warrants outstanding, amount, at end | $ | $ 1,120 |
Portage Glasgow Ltd. [Member] | |
Statement Line Items [Line Items] | |
Warrants outstanding exercise price at beginning | $ / shares | $ 6.64 |
Exchange of warrants pursuant to SalvaRx Notes settlement exercise price | $ / shares | 6.64 |
Reclassification to accrued equity issuablem, exercise price | $ / shares | |
Fair value adjustment , exercise price at end | $ / shares | |
Warrants outstanding, exercise price, at end | $ / shares | |
Warrants outstanding, shares at beginning | shares | 447,305 |
Exchange of warrants pursuant to SalvaRx Notes settlement, shares | shares | (447,305) |
Reclassification to accrued equity issuable, shares | shares | |
Fair value adjustment, shares at end | shares | |
Warrants outstanding, shares at end | shares | |
Warrants outstanding, amount at beginning | $ | $ 2,970 |
Exchange of warrants pursuant to SalvaRx Notes settlement, amount | $ | (2,970) |
Reclassification to accrued equity issuable, amount | $ | |
Fair value adjustment, amount at end | $ | |
Warrants outstanding, amount, at end | $ |
Capital Stock (Details)
Capital Stock (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Capital Stock [Abstract] | ||
Balance | $ 10,988 | $ 10,858 |
Balance, Shares | 117,817,000 | 116,237,000 |
Shares issued in a private placement, net of issue costs | $ 698 | |
Shares issued in a private placement, net of issue costs, shares | 6,732,000 | |
Exchange of SalvaRx warrants for PBI warrants | ||
Exchange of SalvaRx warrants for PBI warrants, shares | 2,640,000 | |
Settlement of non-controlling interest in SalvaRx | ||
Settlement of non-controlling interest in SalvaRx, shares | 2,451,000 | |
To reflect warrants issued and outstanding (d) | ||
To reflect warrants issued and outstanding (d), shares | (330,000) | |
Fair value adjustment for shares issued at a discount in SalvaRx | $ 397 | |
Fair value adjustment for shares issued at a discount in SalvaRx, shares | 1,256,000 | |
Expiration of unexercised stock options | ||
Expiration of unexercised stock options, shares | 58,000 | 282,000 |
Shares issued in connection with the acquisition of interest in Intensity Holdings Limited | $ 130 | |
Shares issued in connection with the acquisition of interest in Intensity Holdings Limited, shares | 1,298,000 | |
Shares issued for services | $ 1 | |
Shares issued for services, shares | 25,000 | |
Balance | $ 12,084 | $ 10,988 |
Balance, Shares | 130,649,000 | 117,817,000 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Jun. 16, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Statements [Line Items] | ||||
Shares issued in a private placement, net of issue costs | $ 698 | |||
Shares issued in a private placement, net of issue costs, shares | 6,732,000 | |||
Offering Cost | $ 250 | |||
Shares received | 363,718 | |||
SalvaRx | ||||
Statements [Line Items] | ||||
Payment for settlement | $ 1,770 | |||
Warrants exercised | 397,604 | |||
Exercise Price | $ 6.64 | |||
Contractual value of warrants exercised description | The Company accounted for the contractual value of the exercised and outstanding warrants of $2.64 million (397,604 shares at $6.64 per share) as accrued equity issuable at September 30, 2020. The Company also recorded a loss of $1.26 million during the year ended March 31, 2021, to recognize the discount between the fair value of the underlying shares on October 13, 2020 (the settlement date) of $9.80 per share and the contract price of $6.64 per share. | |||
Accredited Investors | ||||
Statements [Line Items] | ||||
Shares issued in a private placement, net of issue costs | $ 6,980 | |||
Shares issued in a private placement, net of issue costs, shares | 698,145 | |||
Shares price | $ 10 | |||
Directors [Member] | ||||
Statements [Line Items] | ||||
Shares issued in a private placement, net of issue costs | $ 2,150 | |||
Shares issued in a private placement, net of issue costs, shares | 215,000 |
Stock Option Reserve (Details)
Stock Option Reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Statements [Line Items] | |||
Stock based compensation expense | $ 8,827 | $ 2,143 | $ 1,148 |
Non-controlling Interests | |||
Statements [Line Items] | |||
Balance | 10,618 | 8,475 | |
Expiration of unexercised stock options | 0 | 0 | |
Stock based compensation expense | 850 | 2,143 | |
Balance | 11,468 | 10,618 | 8,475 |
Stock Option Reserve | |||
Statements [Line Items] | |||
Balance | 58 | 324 | |
Expiration of unexercised stock options | (58) | (282) | |
Stock based compensation expense | 7,977 | 16 | |
Balance | $ 7,977 | $ 58 | $ 324 |
Stock Option Reserve (Details 1
Stock Option Reserve (Details 1) - Unvested Options [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
iOx Option Plan [Member] | ||
Statements [Line Items] | ||
Grant date | November 28, 2016 | April 17, 2018 |
Risk free interest rate | 2.60% | 2.60% |
Expected dividend | 0.00% | 0.00% |
Expected volatility | 80.00% | 80.00% |
Expected life | 1 year 109 days 12 hours | 3 years 73 days |
Fair value of stock | $ 4,630.35 | $ 4,630.35 |
2021 Equity Incentive Plan [Member] | ||
Statements [Line Items] | ||
Risk free interest rate | 0.48% | 0.48% |
Expected dividend | 0.00% | 0.00% |
Expected volatility | 139.00% | 144.00% |
Expected life | 5 years 6 months | 6 years |
Fair value of stock | $ 16.66 | $ 17.11 |
Stock Option Reserve (Details 2
Stock Option Reserve (Details 2) - shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
PBI 2021 Equity Incentive Plan [Member] | ||
Statements [Line Items] | ||
Balance | ||
Granted | 868,000 | |
Expired or forfeited | ||
Balance | 868,000 | |
Exercisable as at end | 116,666 | |
PBI 2013 Option Plan [Member] | ||
Statements [Line Items] | ||
Balance | 2,980 | 5,959 |
Granted | ||
Expired or forfeited | (2,980) | (2,979) |
Balance | 2,980 | |
Exercisable as at end | 2,980 | |
iOx Option Plan (Subsidiary Plan) [Member] | ||
Statements [Line Items] | ||
Balance | 2,599 | 2,599 |
Granted | ||
Expired or forfeited | (675) | |
Balance | 1,924 | 2,599 |
Exercisable as at end | 1,604 | 1,643 |
Stock Option Reserve (Details 3
Stock Option Reserve (Details 3) - $ / shares | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
PBI 2021 Equity Incentive Plan [Member] | ||
Statements [Line Items] | ||
Weighted average exercise price | $ 17.75 | |
Weighted average remaining contractual life (in years) | 9 years 9 months 14 days | |
PBI 2013 Option Plan [Member] | ||
Statements [Line Items] | ||
Weighted average exercise price | $ 165.2 | |
Weighted average remaining contractual life (in years) | 11 months 12 days | |
iOx Option Plan (Subsidiary Plan) [Member] | ||
Statements [Line Items] | ||
Weighted average exercise price | $ 15 | $ 148.84 |
Weighted average remaining contractual life (in years) | 1 year 8 months 19 days | 1 year 7 months 17 days |
Stock Option Reserve (Details N
Stock Option Reserve (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Jan. 13, 2021 | |
Statements [Line Items] | |||||
Fair value of vested IOX options acquired | $ 7,400,000 | $ 7,400,000 | |||
Stock options issued | 2,980 | ||||
Compensation expense | $ 900 | $ 2,200 | $ 1,200 | ||
SalvaRx | |||||
Statements [Line Items] | |||||
Acquisition, description | Accordingly, the 2,599 stock options to acquire common shares of iOx (the “Acquired Options”) with an exercise price of £120 ($152.84) per common share, outstanding under the iOx stock option plan (“iOx Option Plan”) have been acquired by the Company. At the Acquisition Date, 1,643 of the stock options, with a fair value at the Acquisition Date of $7.4 million, are fully vested and recorded in non-controlling interest with a corresponding increase to goodwill (see Note 11, “Goodwill”). Additionally, the fair value of the remaining 956 unvested stock options was $4.3 million and is being recorded as compensation expense over the remaining 3-year vesting period. | ||||
Board of Directors | |||||
Statements [Line Items] | |||||
Option issued | 350,000 | ||||
Consultants [Member] | |||||
Statements [Line Items] | |||||
Option issued | 518,000 | ||||
Restricted Stock Units | |||||
Statements [Line Items] | |||||
Compensation expense | $ 4,300 | ||||
Stock granted | 243,000 | ||||
Fair value per share | 17.75 | ||||
2021 Equity Incentive Plan [Member] | |||||
Statements [Line Items] | |||||
Option issued | 868,000 | ||||
Exercise price | $ 17.75 |
Taxation (Details)
Taxation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax [Abstract] | |||
Loss on ordinary activities before tax | $ 1,218 | $ 2,409 | |
Statutory UK income tax rate | 19.00% | 19.00% | 17.00% |
Loss at statutory income tax rate | $ 231 | $ 458 | |
Change in deferred rate and true-up | 0 | (2,665) | |
Foreign currency effect on deferred tax liability | (2,542) | 1,425 | |
Other adjustments | 96 | 0 | |
Research and development credit | 149 | 500 | |
Losses (unrecognized) | (231) | (458) | |
Income tax expense | $ 2,297 | $ 740 |
Taxation (Details 1)
Taxation (Details 1) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Statement Line Items [Line Items] | ||
Pre-tax (loss) | $ (14,892) | $ (6,509) |
Losses not subject to tax | 13,674 | 2,698 |
Pre-tax (loss) subject to tax | (1,218) | (3,811) |
BVI | ||
Statement Line Items [Line Items] | ||
Pre-tax (loss) | (13,674) | (2,698) |
Losses not subject to tax | 13,674 | 2,698 |
Pre-tax (loss) subject to tax | ||
Foreign | ||
Statement Line Items [Line Items] | ||
Pre-tax (loss) | (1,218) | (3,811) |
Losses not subject to tax | ||
Pre-tax (loss) subject to tax | $ (1,218) | $ (3,811) |
Taxation (Details 2)
Taxation (Details 2) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Deferred tax assets: | ||
Net operating loss | $ 1,689 | $ 1,186 |
Deferred tax asset (unrecognized) | 1,689 | 1,186 |
Deferred tax liabilties: | ||
In process research and development | 24,050 | 21,604 |
Deferred tax liability | $ 24,050 | $ 21,604 |
Taxation (Details Narrative)
Taxation (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Jan. 08, 2019 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||||
Research and development credit receivables | $ 649 | $ 500 | ||
Statutory UK income tax rate | 19.00% | 19.00% | 17.00% | |
Tax rate effect of tax losses | 19.00% | 19.00% | ||
Tax effect of tax losses | $ (231) | $ (458) | ||
Deferred tax liability | 24,050 | 21,604 | $ 19,800 | |
Deferred tax expense (income) | 2,200 | |||
Increase (decrease) in deferred tax liability (asset) | 2,446 | 1,240 | ||
Decrease due to refundable research and development credit | 149 | 500 | ||
Deferred Tax Expenses Return To Provision Adjustment | 400 | |||
Iox [Member] | ||||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||||
Research and development refundable credits | 100 | 500 | ||
Research and development cash credits | 1,000 | 500 | ||
Tax effect of tax losses | 7,300 | 6,200 | $ 2,100 | |
Deferred tax liability | $ 24,050 | $ 21,604 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator | |||
Net loss attributable to owners of the Company | $ (15,833) | $ (5,333) | $ (2,635) |
Denominator | |||
Weighted average number of shares - Basic and Diluted | 11,733 | 10,952 | 4,820 |
Basic and Diluted (loss) per share | $ (1.35) | $ (0.49) | $ (0.55) |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Stimunity S.A. [Member] | Mar. 31, 2021USD ($) |
Disclosure Of Commitment And Contingencies [Line Items] | |
Commitment to investment | $ 1,900,000 |
Discretionary investment | 688,359 |
Additional discretionary investment | $ 1,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2020 | Jan. 08, 2019 | Jan. 31, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Aug. 13, 2018 | |
Disclosure of transactions between related parties [line items] | |||||||
Interest incurred | $ 78,427 | $ 226,018 | $ 2,254 | ||||
Accrued interest | 5,000 | 701,000 | |||||
Repayments of advance to board Member of company | $ 1,000,000 | ||||||
Portage Glasgow Ltd. [Member] | |||||||
Disclosure of transactions between related parties [line items] | |||||||
Wholly-owned subsidiary, description | PPL holds 65% equity in PGL, committed to provide financing and also handles financial and administrative matters of PGL. The Company disposed of 100% of its interests in PPL and PGL on March 3, 2021 | ||||||
Unsecured notes payable issued to directors | 200,000 | ||||||
Accrued interest | $ 692,045 | ||||||
Principal paid to director | 805,000 | ||||||
Exchange of notes payable for SalvaRx warrants | $ 2,415,000 | ||||||
Warrants price | $ 6.64 | ||||||
Proportion of ownership interest in subsidiary | 65.00% | ||||||
SalvaRx Group plc. [Member] | |||||||
Disclosure of transactions between related parties [line items] | |||||||
Business combination acquisition percentage | 100.00% | ||||||
Exchange of common stock | 8,050,701 | ||||||
Cash Consideration From Issuance Of Shares | $ 92,600,000 | ||||||
SalvaRx | |||||||
Disclosure of transactions between related parties [line items] | |||||||
Business combination acquisition percentage | 100.00% |
Financial Instruments and Ris_3
Financial Instruments and Risk Management (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 |
Financial Assets | ||||
Cash and cash equivalents | $ 2,770,000 | $ 3,152,000 | $ 6,166,000 | $ 7,520,000 |
Financial Liabilities | ||||
Unsecured notes payable | 3,361,000 | |||
Warrant liability | 1,100,000 | |||
Amortized cost [Member] | ||||
Financial Assets | ||||
Cash and cash equivalents | 2,770,000 | 3,152,000 | ||
Prepaid expenses and Other Receivables | 2,176,000 | 574,000 | ||
Investment | ||||
Financial Liabilities | ||||
Accounts payable and accrued liabilities | 1,938,000 | 1,268,000 | ||
Unsecured notes payable | 150,000 | 3,661,000 | ||
Warrant liability | ||||
Fair Value to Other Comprehensive Income [Member] | ||||
Financial Assets | ||||
Cash and cash equivalents | ||||
Prepaid expenses and Other Receivables | ||||
Investment | 9,144,000 | 8,702,000 | ||
Financial Liabilities | ||||
Accounts payable and accrued liabilities | ||||
Unsecured notes payable | ||||
Warrant liability | $ 1,120,000 |
Financial Instruments and Ris_4
Financial Instruments and Risk Management (Details Narrative) | 12 Months Ended |
Mar. 31, 2021$ / shares | |
Financial Instruments and Risk Management [Abstract] | |
Fair value market price per share | $ 34.03 |
Capital Disclosures (Details Na
Capital Disclosures (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 |
Capital Management [Abstract] | ||||
Payables and accrued expenses | $ 1,900 | $ 1,300 | ||
Current assets | 4,946 | 3,794 | ||
Shareholders' equity | $ 147,602 | $ 145,641 | $ 148,557 | $ 9,619 |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statements [Line Items] | ||
Balance | $ 49,110 | $ 48,883 |
Fair value: | ||
Stock based compensation expense | 850 | 2,143 |
Exchange of SalvaRx warrants for PBI warrants in SalvaRx Notes settlement | (2,451) | |
Net income (loss) attributable to non-controlling interest | (1,356) | (1,916) |
Non-controlling interest | 46,153 | 49,110 |
Pgl [Member] | ||
Statements [Line Items] | ||
Balance | (81) | (31) |
Fair value: | ||
Stock based compensation expense | ||
Exchange of SalvaRx warrants for PBI warrants in SalvaRx Notes settlement | ||
Net income (loss) attributable to non-controlling interest | 81 | (50) |
Non-controlling interest | (81) | |
Iox [Member] | ||
Statements [Line Items] | ||
Balance | 46,712 | 46,376 |
Fair value: | ||
Stock based compensation expense | 2,143 | |
Exchange of SalvaRx warrants for PBI warrants in SalvaRx Notes settlement | (2,451) | |
Net income (loss) attributable to non-controlling interest | (1,807) | |
Non-controlling interest | 46,712 | |
SalvaRx | ||
Statements [Line Items] | ||
Balance | 2,451 | 2,451 |
Fair value: | ||
Stock based compensation expense | 850 | |
Exchange of SalvaRx warrants for PBI warrants in SalvaRx Notes settlement | ||
Net income (loss) attributable to non-controlling interest | (1,389) | |
Non-controlling interest | 46,173 | 2,451 |
Saugatuck [Member] | ||
Statements [Line Items] | ||
Balance | 28 | 87 |
Fair value: | ||
Stock based compensation expense | ||
Exchange of SalvaRx warrants for PBI warrants in SalvaRx Notes settlement | ||
Net income (loss) attributable to non-controlling interest | (48) | (59) |
Non-controlling interest | $ (20) | $ 28 |
Event After the Balance Sheet D
Event After the Balance Sheet Date (Details Narrative) $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | |
Jul. 31, 2021USD ($) | Jun. 24, 2021USD ($)shares | Jun. 07, 2021USD ($)shares | Mar. 31, 2021USD ($) | |
Statements [Line Items] | ||||
Offering expenses | $ 250 | |||
Non-adjusting events after reporting period [member] | ||||
Statements [Line Items] | ||||
Number of shares sold | shares | 1,150,000 | 90,888 | ||
Gross proceeds from offering | $ 26,500 | |||
Proceeds from offering | 25,000 | $ 2,600 | ||
Offering expenses | 1,500 | |||
Management, underwriting and selling expenses | $ 1,400 | |||
Non-adjusting events after reporting period [member] | SalvaRx | ||||
Statements [Line Items] | ||||
Loans | $ 150 | |||
Interest Increased | 0.783 | |||
Minority interest decrease | 0.217 | |||
Repayment of installment note receivable | $ 34 |