Cover
Cover - shares | 12 Months Ended | |
Mar. 31, 2022 | Aug. 01, 2022 | |
Entity Addresses [Line Items] | ||
Document Type | 20-F | |
Amendment Flag | false | |
Document Registration Statement | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Shell Company Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 0-30314 | |
Entity Registrant Name | Portage Biotech Inc. | |
Entity Central Index Key | 0001095435 | |
Entity Incorporation, State or Country Code | A6 | |
Entity Address, Address Line One | Clarence Thomas Building | |
Entity Address, Address Line Two | P.O. Box 4649 | |
Entity Address, Address Line Three | Road Town | |
Entity Address, City or Town | Tortola | |
Entity Address, Country | VG | |
Entity Address, Postal Zip Code | VG1110 | |
Title of 12(b) Security | Ordinary Shares, no par value | |
Trading Symbol | PRTG | |
Security Exchange Name | NASDAQ | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Document Accounting Standard | International Financial Reporting Standards | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,944,783 | |
Auditor Firm ID | 688 | |
Auditor Name | Marcum LLP | |
Auditor Location | Melville, NY | |
Business Contact [Member] | ||
Entity Addresses [Line Items] | ||
Entity Address, Address Line One | 61 Wilton Road | |
Entity Address, City or Town | Westport | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06880 | |
City Area Code | 203 | |
Local Phone Number | 221.7378 | |
Contact Personnel Name | Ian Walters |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 23,352 | $ 2,770 |
Prepaid expenses and other receivables | 1,480 | 2,176 |
Total Current assets | 24,832 | 4,946 |
Long-term assets | ||
Long-term portion of other receivables | 22 | |
Investment in associate | 1,673 | 1,735 |
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 | 36 |
Total assets | 194,662 | 174,860 |
Current liabilities | ||
Accounts payable and accrued liabilities | 750 | 1,938 |
Warrant liabilities | 33 | 1,120 |
Unsecured notes payable | 150 | |
Total Current Liabilities | 783 | 3,208 |
Non-current liabilities | ||
Deferred tax liability | 28,445 | 24,050 |
Total non-current liabilities | 28,445 | 24,050 |
Total liabilities | 29,228 | 27,258 |
Shareholders’ Equity | ||
Capital stock | 158,324 | 130,649 |
Stock option reserve | 16,928 | 7,977 |
Accumulated other comprehensive income | 958 | 958 |
Accumulated deficit | (55,005) | (38,135) |
Total equity attributed to owners of the Company | 121,205 | 101,449 |
Non-controlling interest | 44,229 | 46,153 |
Total equity | 165,434 | 147,602 |
Total liabilities and equity | $ 194,662 | $ 174,860 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Expenses | |||
Research and development | $ 6,769 | $ 7,312 | $ 4,108 |
General and administrative expenses | 8,819 | 5,128 | 1,870 |
Loss from operations | (15,588) | (12,440) | (5,978) |
Change in fair value of warrant liability | 852 | (790) | 24 |
Share of (loss) income in associate accounted for using equity method | (62) | (490) | 18 |
(Loss) on equity issued at a discount | (1,256) | ||
(Loss) on extinguishment of notes payable | (223) | (33) | |
Gain on sale of marketable equity securities | 72 | ||
Gain on disposition of subsidiaries | 412 | ||
Foreign exchange transaction gain | 24 | 6 | |
Interest income | 11 | ||
Interest (expense) | (43) | (177) | (557) |
Loss before provision for income taxes | (14,817) | (14,892) | (6,509) |
Income tax expense | (4,352) | (2,297) | (740) |
Net loss | (19,169) | (17,189) | (7,249) |
Other comprehensive income (loss) | |||
Net unrealized gain on investments | 876 | ||
Total comprehensive (loss) income for year | (19,169) | (17,189) | (6,373) |
Net loss attributable to: | |||
Owners of the Company | (16,870) | (15,833) | (5,333) |
Non-controlling interest | (2,299) | (1,356) | (1,916) |
Net (loss) | (19,169) | (17,189) | (7,249) |
Comprehensive loss attributable to: | |||
Owners of the Company | (16,870) | (15,833) | (4,457) |
Non-controlling interest | $ (2,299) | $ (1,356) | $ (1,916) |
Loss per share | |||
Basic and diluted | $ (1.29) | $ (1.35) | $ (0.49) |
Weighted average shares outstanding | |||
Basic and diluted | 13,060 | 11,733 | 10,952 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Issued capital [member] | Stock Option Reserve [Member] | Accumulated other comprehensive income [member] | Retained earnings [member] | Equity attributable to owners of parent [member] | Non-controlling interests [member] | Total |
Beginning balance, value at Mar. 31, 2019 | $ 116,237 | $ 324 | $ 82 | $ (16,969) | $ 99,674 | $ 48,883 | $ 148,557 |
Balance, shares at Mar. 31, 2019 | 10,858 | ||||||
IfrsStatementLineItems [Line Items] | |||||||
Net unrealized gain on investments | 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 | ||||||
Expiration of unexercised stock options | $ 282 | (282) | |||||
Share-based compensation expense | 16 | 16 | 2,143 | 2,159 | |||
Net loss for year | (5,333) | (5,333) | (1,916) | (7,249) | |||
Ending balance, value at Mar. 31, 2020 | $ 117,817 | 58 | 958 | (22,302) | 96,531 | 49,110 | 145,641 |
Balance, shares at Mar. 31, 2020 | 10,988 | ||||||
IfrsStatementLineItems [Line Items] | |||||||
Issued under private placement | $ 6,980 | 6,980 | 6,980 | ||||
Issued under private placement, shares | 698 | ||||||
Share issuance costs | $ (248) | (248) | (248) | ||||
Expiration of unexercised stock options | 58 | (58) | |||||
Share-based compensation expense | 7,977 | 7,977 | 850 | 8,827 | |||
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 | ||||||
Net loss for year | (15,833) | (15,833) | (1,356) | (17,189) | |||
Ending balance, value 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 | ||||||
IfrsStatementLineItems [Line Items] | |||||||
Share issuance costs | $ (1,877) | (1,877) | (1,877) | ||||
Share-based compensation expense | 8,951 | 8,951 | 191 | 9,142 | |||
Shares issued under ATM | $ 2,643 | 2,643 | 2,643 | ||||
Shares issued under ATM, shares | 91 | ||||||
Shares issued under offering | $ 26,450 | 26,450 | 26,450 | ||||
Shares issued under offering, shares | 1,150 | ||||||
Shares issued or accrued for services | $ 120 | 120 | 120 | ||||
Shares issued or accrued for services, shares | 8 | ||||||
Warrants exercised | $ 339 | 339 | 339 | ||||
Warrants exercised, shares | 16 | ||||||
Exchange of notes payable and accrued interest for iOx shares | 184 | 184 | |||||
Net loss for year | (16,870) | (16,870) | (2,299) | (19,169) | |||
Ending balance, value at Mar. 31, 2022 | $ 158,324 | $ 16,928 | $ 958 | $ (55,005) | $ 121,205 | $ 44,229 | $ 165,434 |
Balance, shares at Mar. 31, 2022 | 13,349 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows provided by (used in) operating activities: | |||
Net loss for the year | $ (19,169) | $ (17,189) | $ (7,249) |
Adjustments for non-cash items: | |||
Share-based compensation expense | 9,142 | 8,827 | 2,159 |
Increase in deferred tax liability | 4,394 | 2,446 | 1,240 |
(Income) loss on fair value of warrant liability | (852) | 790 | (24) |
Fair value of shares issued for services | 120 | 25 | |
Share of loss (gain) in associate | 62 | 490 | (18) |
Gain on sale of marketable equity securities | (72) | ||
Loss on equity issued at a discount | 1,256 | ||
Amortization of debt discount | 76 | 265 | |
Loss on early extinguishment of debt | 223 | 33 | |
Foreign exchange transaction (gain) loss | (6) | ||
Gain on disposition of subsidiaries | (412) | ||
Accounts receivable | 522 | (111) | |
Prepaid expenses and other receivables | 355 | (1,477) | (281) |
Other assets | (165) | (36) | |
Accounts payable and accrued liabilities | (1,212) | 880 | 167 |
Other | 39 | ||
Net cash used in operating activities | (6,764) | (4,284) | (3,714) |
Cash flows provided by (used in) investing activities: | |||
Proceeds from sale of marketable securities | 140 | ||
Investment in associates | (1,000) | ||
Net cash used in investing activities | (860) | ||
Cash flows provided by (used in) financing activities: | |||
Proceeds from shares issued under registered offering | 29,093 | 6,980 | |
Share issuance costs | (1,852) | (248) | |
Proceeds from exercise of stock purchase warrants | 105 | ||
Repayment of unsecured notes payable | (1,020) | (300) | |
(Repayment of) proceeds from advance from related party | (1,000) | 1,000 | |
Note proceeds received | 50 | ||
Net cash provided by financing activities | 27,346 | 4,762 | 700 |
Increase (decrease) in cash and cash equivalents during year | 20,582 | (382) | (3,014) |
Cash and cash equivalents at beginning of year | 2,770 | 3,152 | 6,166 |
Cash and cash equivalents at end of year | 23,352 | 2,770 | 3,152 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 19 | 748 | |
Increase in accounts payable for stock issuance costs | 25 | ||
Supplemental disclosure of non-cash investing and financing activities: | |||
Fair value of warrant liability for Portage warrants issued | 1,120 | ||
Decrease in warrant liability from warrant exercise | 235 | ||
Exchange of iOx shares for settlement of notes payable, accrued interest and warrants | 184 | ||
Shares issued pursuant to settlement of SalvaRx Notes and warrants | 2,640 | ||
Notes payable settled in disposition of subsidiaries | 200 | ||
Fair value of shares issued to acquire Intensity Holdings Limited | 1,298 | ||
Unrealized gain on investments in Intensity and Sentien | $ 876 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Mar. 31, 2022 | |
Nature Of Operations | |
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 Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, BVI. Its USA agent, Portage Development Services ("PDS"), is located at 61 Wilton Road, Westport, CT, 06880, USA. The Company is a foreign private issuer under SEC rules. It is also a reporting issuer under the securities legislation of the provinces of Ontario and British Columbia. Its ordinary shares were listed on the Canadian Securities 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”. As the principal market for the Company’s ordinary shares is NASDAQ, the Company voluntarily delisted from the CSE on April 23, 2021. 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 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 shelf registration statement and prospectus with the Securities and Exchange Commission (“SEC”) 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 specific terms of any securities to be offered pursuant to the base prospectus are specified in the sales agreement prospectus. The Registration Statement currently includes: ● a base prospectus, which covers the offering, issuance and sales by us of up to $ 200,000,000 ● a sales agreement supplemental prospectus covering the offer, issuance and sale by us in an “at the market” offering of up to a maximum aggregate offering price of up to $ 50,000,000 ● a prospectus supplement dated June 24, 2021, for the offer, issuance and sale by us of 1,150,000 ordinary shares for gross proceeds of approximately $26.5 million in a firm commitment underwriting with Cantor Fitzgerald. The sales agreement with Cantor Fitzgerald permits the Company to sell in an at the market offering up to $50,000,000 of ordinary shares from time to time, the amount of which 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” and Note 17, “Capital Stock” for a further discussion. |
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Mar. 31, 2022 | |
Liquidity | |
LIQUIDITY | NOTE 2. LIQUIDITY As of March 31, 2022, the Company had cash and cash equivalents of approximately $ 23.4 0.8 0.03 19.2 6.8 21.0 During the quarter ended June 30, 2021, the Company commenced an “at the market” offering, under which it sold 90,888 2.6 2.5 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 was settled June 28, 2021. The Company incurred aggregate offering expenses for the public offering of approximately $1.8 million, including approximately $1.6 million of management, underwriting and selling expenses. Management believes the funds generated, along with existing cash and cash equivalents, will be sufficient to fund the Company’s research and development activities, as well as the expansion of its operating infrastructure and achievement of numerous developmental milestones. The amount raised is at least sufficient to fund operations through August 2023. 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, 2022 | |
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"), IAS 34 Interim Financial Reporting 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”). In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. 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 August 1, 2022. 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 (“U.K.”) based immune-oncology company, a 60.49 78.32 See Note 25(c), “Events After the Balance Sheet Date – Share Exchange Agreement - iOx” for a further discussion. (c) Saugatuck Therapeutics, Ltd. (“Saugatuck”), a 70 (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. (e) SalvaRx LLC, a 100% owned subsidiary through SalvaRx. (f) Saugatuck Rx LLC, a wholly-owned subsidiary of Saugatuck. 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 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 21.68 30 35 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, 2022 | |
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 16, “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”), the Company acquired notes payable and associated warrants, which were recorded at fair value on the date of the acquisition. See Note 14, “Unsecured Notes Payable” and Note 16, “Warrant Liability” for a further discussion. 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 on 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. As of March 31, 2022, cash equivalents was comprised of a money market account with maturities less than 90 days from the date of purchase. 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, 2022, 2021 and 2020. 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”). Schedule of anti-dilutive effect on loss per share As of March 31, 2022 2021 2020 Stock options 1,151,400 868,000 2,980 Restricted stock units 378,740 243,000 – Warrants 33,888 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 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. (a) 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 were effective for annual periods beginning on or after January 1, 2022. The adoption of these amendments did not have a significant impact on the Company’s annual consolidated financial statements. (b) 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 is effective for annual periods beginning January 1, 2022. The Company has determined that the effect of adopting IAS 37 on its consolidated financial statements will not be significant. (c) 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 is effective for annual periods beginning January 1, 2022. The Company has determined that the effect of adopting IAS 16 on its consolidated financial statements will not be significant. (d) 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. (e) 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, “Consolidated Financial Statements,” and IAS 28, “Investments in Associates and Joint Ventures,” 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, “Business Combinations,” 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, 2022 | |
PREPAID EXPENSES AND OTHER RECEIVABLES | NOTE 5. PREPAID EXPENSES AND OTHER RECEIVABLES Schedule of prepaid expenses and other receivables As of March 31, (In thousands) 2022 2021 Prepaid insurance $ 1,084 $ 1,445 Research & development tax credits 169 649 Tax deposits 142 – Other prepaid expenses 45 48 Other receivables 40 34 Total prepaid expenses and other receivables $ 1,480 $ 2,176 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 11,250 33,750 11,250 22,500 |
INVESTMENT IN MARKETABLE EQUITY
INVESTMENT IN MARKETABLE EQUITY SECURITIES | 12 Months Ended |
Mar. 31, 2022 | |
INVESTMENT IN MARKETABLE EQUITY SECURITIES | NOTE 6. INVESTMENT IN MARKETABLE EQUITY SECURITIES As of March 31, 2020, the Company’s investment in marketable equity securities was comprised of 2,000 In August 2020, the Company sold the shares of Biohaven for proceeds of $ 140,000 72,000 The following table is a roll-forward of the investment in Biohaven as of and for the years ended March 31, 2022, 2021 and 2020: Schedule of investment in marketable equity securities As of and for the years ended March 31, (In thousands) 2022 2021 2020 Balance, beginning of year $ – $ 68 $ 103 Unrealized (loss) gain on investment – – (35 ) Proceeds from the sale of the investment – (140 ) – Gain on sale – 72 – Balance, end of year $ – $ – $ 68 |
INVESTMENT IN ASSOCIATE
INVESTMENT IN ASSOCIATE | 12 Months Ended |
Mar. 31, 2022 | |
Investment In Associate | |
INVESTMENT IN ASSOCIATE | NOTE 7. INVESTMENT IN ASSOCIATE Details of the Company’s associate as of March 31, 2022 and 2021 are as follows: Schedule of investment associate Name Principal Activity Place of Incorporation and Voting Rights Held as Voting Rights Held as Associate: Stimunity S.A. Biotechnology Paris, France 44.0 % 44.0 % The following table is a roll-forward of the Company’s investment in Stimunity S.A. as of and for the years ended March 31, 2022 and 2021: Schedule of investment in Stimunity S.A. As of and for the Years Ended March 31, (In thousands) 2022 2021 Balance, beginning of year $ 1,735 $ 1,225 Additional investment – 1,000 Share of (loss) (62 ) (490 ) Balance, end of year $ 1,673 $ 1,735 On February 28, 2018, the Company made an initial investment of € 0.5 0.7 3,780 27 Under the Shareholders’ Agreement between the Company and the founders of Stimunity, the Company committed to a second investment in the amount of € 1.5 1.9 4,140 363 0.6 0.7 1,945 308.55 37 On June 1, 2020, the Company made an additional of € 0.9 1.0 2,479 Note 25(d), “Events After the Balance Sheet Date – Stimunity Convertible Note” for a further discussion 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) in Stimunity of ($ 62,000 490,000 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: Schedule of details of the Company's associate As of March 31, (In millions) 2022 2021 (Unaudited) (Unaudited) Current assets $ 1.8 $ 1.6 Non-current assets $ – $ – Current liabilities $ 0.6 $ 0.7 Non-current liabilities $ 0.1 $ .01 Equity $ 1.1 $ 0.8 Company's share in equity – 44.0 44.0 $ 0.5 $ 0.4 Years Ended March 31, 2022 2021 (Unaudited) (Unaudited) Revenue $ 0.2 $ 0.1 Loss from operations $ (0.8 ) $ (1.5 ) Net loss $ (0.4 ) $ (1.1 ) |
DISPOSITION OF PPL
DISPOSITION OF PPL | 12 Months Ended |
Mar. 31, 2022 | |
Disposition Of Ppl | |
DISPOSITION OF PPL | NOTE 8. DISPOSITION OF PPL On March 3, 2021, the Company disposed of 100 10 229,848 |
INVESTMENTS IN PRIVATE COMPANIE
INVESTMENTS IN PRIVATE COMPANIES | 12 Months Ended |
Mar. 31, 2022 | |
Investments In Private Companies | |
INVESTMENTS IN PRIVATE COMPANIES | NOTE 9. INVESTMENTS IN PRIVATE COMPANIES The following table is a roll-forward of the investments in Intensity and Sentien as of March 31, 2022 and 2021: Schedule of investments in private companies (In thousands) Intensity Sentien Total Balance as of April 1, 2020 $ 7,409 $ – $ 7,409 Unrealized gain (loss) on investment – – – Balance as of March 31, 2021 7,409 – 7,409 Unrealized (loss) on investment – – – Balance as of March 31, 2022 $ 7,409 $ – $ 7,409 The following is a discussion of our investments in private companies as of March 31, 2022 and March 31, 2021. Intensity In connection with the SalvaRx Acquisition in fiscal 2019, the Company acquired a $ 4.5 1.0 7.5 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 $ 1.3 129,806 288,458 1,288,458 During the year ended March 31, 2020, the Company recorded an unrealized gain of $ 1.6 As of March 31, 2022 and March 31, 2021, the Company owned approximately 7.35 8 On October 28, 2021, Intensity Therapeutics, Inc. filed a Form S-1 Registration Statement with the SEC to register shares for a public offering. The offering was approved by the SEC, but subsequently withdrawn prior to closing. Intensity is still evaluating market conditions to determine the timing of an offering. As of March 31, 2022, the Company has valued its investment in Intensity based on Intensity’s Series C Preferred Stock Offering completed in 2020. If the offering is successful, the Company will value its investment in Intensity based upon fair value (market price) and will record periodic changes in carrying value through OCI. Sentien In August 2015, the Company acquired 210,210 5.06 0.7 |
ACQUISITION AND BUSINESS COMBIN
ACQUISITION AND BUSINESS COMBINATION | 12 Months Ended |
Mar. 31, 2022 | |
Acquisition And Business Combination | |
ACQUISITION AND BUSINESS COMBINATION | NOTE 10. ACQUISITION AND BUSINESS COMBINATION On August 13, 2018, the Company reached a definitive agreement to acquire 100 8,050,701 92.6 11.50 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): Schedule of pro forma consolidated net income 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, 2022 | |
GOODWILL | NOTE 11. GOODWILL Schedule of goodwill As of March 31, (In thousands) 2022 2021 Balance, beginning of year $ 43,324 $ 43,324 Balance, end of year $ 43,324 $ 43,324 The Company’s goodwill arose from the acquisition of SalvaRx and its portfolio of several projects and investments. As of March 31, 2022, the Company determined that it has only one cash-generating unit (“CGU”), the consolidated Portage Biotech, Inc. Impairment Review On an annual basis, pursuant to IAS 36, “Impairment of Assets,” 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, 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, 2022. 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 fiscal 2022 and fiscal 2021 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 20.5 20.0 The recoverable amount exceeded the carrying amount of goodwill and therefore no impairment was considered necessary as of March 31, 2022 and 2021. |
IN-PROCESS RESEARCH AND DEVELOP
IN-PROCESS RESEARCH AND DEVELOPMENT AND DEFERRED TAX LIABILITY | 12 Months Ended |
Mar. 31, 2022 | |
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): Schedule of In process research and development Project # Description Value as of March 31, 2022 Value as of March 31, 2021 iOx: PORT 2 (IMM60) Melanoma & Lung Cancers $ 84,213 $ 84,213 PORT 3 (IMM65) Ovarian/Prostate Cancers 32,997 32,997 117,210 117,210 Oncomer/Saugatuck DNA Aptamers 178 178 $ 117,388 $ 117,388 Deferred tax liability $ 30,198 $ 24,050 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. As indicated above, the Company did identify an external indicator of potential impairment. Pursuant to IAS 36, the Company completed its review of underlying fundamentals, execution, advancement Deferred tax liability (DTL) represents iOx’s estimated tax on the difference between book and tax basis of the IPR&D, which is taxable in the U.K. Deferred tax liability related to IPR&D at iOx is subject to tax in the U.K. As of March 31, 2022 and 2021, iOx had a deferred tax liability of approximately $ 30.2 24.1 19.8 2.2 0.4 0.5 Additionally, as the deferred tax liability may be settled in the future in Great British pounds (“GBP”), the Company decreased the deferred tax liability by $ 1.1 2.4 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Mar. 31, 2022 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 13. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Schedule of accounts payable and accrued liabilities As of March 31, (In thousands) 2022 2021 Accounts payable $ 188 $ 113 Accrued bonuses 193 – Accrued legal fees 186 – Accrued other professional fees 75 77 Accrued accounting and auditing fees 69 59 Insurance premium note – 1,651 Accrued interest – 5 Other 39 33 Total accounts payable and accrued liabilities $ 750 $ 1,938 |
UNSECURED NOTES PAYABLE
UNSECURED NOTES PAYABLE | 12 Months Ended |
Mar. 31, 2022 | |
Unsecured Notes Payable | |
UNSECURED NOTES PAYABLE | NOTE 14. UNSECURED NOTES PAYABLE Following is a roll-forward of notes payable: Schedule of notes payable CURRENT CURRENT NON-CURRENT (In thousands) PPL iOx SalvaRx Total Balance, April 1, 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 Exchange of notes payable and accrued interest for iOx shares – (150 ) – (150 ) Balance, March 31, 2022 $ – $ – $ – $ – 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 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 7 3.4 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 $ 1.77 397,604 6.64 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 (former director), Steven Mintz (in trust) and Kam Shah, received, in total, 363,718 12,083,395 49,701 The Company also recorded a loss on early extinguishment of debt of $ 0.22 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. On September 8, 2021, the Company, through SalvaRx, completed a settlement of loans (including interest) to and receivables from iOx for services rendered in exchange for 23,772 ordinary shares of iOx at a price of £162. Simultaneously, the Company entered into an agreement with Oxford Sciences Innovation, Plc (“OSI”), the holder of $0.15 million notes plus accrued interest under which OSI exchanged the notes plus accrued interest for 820 shares of iOx. The Company followed the guidance provided by an IFRS Discussion Group Public Meeting dated November 29, 2016, following the general tenets of IAS 39, “Financial Instruments: Recognition and Measurement,” and IFRIC 19, “Extinguishing Financial Liabilities with Equity Instruments” and recorded the exchange at historical cost. Additionally, no profit or loss was recorded in connection with the exchange. As a result of these transactions, the Company, through SalvaRx, increased its ownership up from 60.49% to 78.32%. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2022 | |
INCOME TAXES | NOTE 15. INCOME TAXES The Company is a British Virgin Island business company. The Government of the British Virgin Islands does not, under existing legislation, impose any income or corporate tax on corporations. PDS is a U.S. corporation and is subject to U.S. federal, state and local income taxes, as applicable. iOx is subject to U.K. taxes. The benefit from (provision for) income taxes consists of the following: Schedule of income taxes benefit Years Ended March 31, (In thousands) 2022 2021 Current: Federal $ – $ – State and local – – Foreign 42 149 Current 42 149 Deferred: Federal – – State and local – – Foreign (4,394 ) (2,446 ) Deferred (4,394 ) (2,446 ) Provision for income taxes $ (4,352 ) $ (2,297 ) The following is a reconciliation of the U.S. taxes to the effective income tax rates for the years ended March 31, 2022 and 2021 ($ in thousands): Schedule of reconciliation income tax rates Years Ended March 31, 2022 2021 Loss on ordinary activities before tax $ 1,342 $ – Statutory U.S. income tax rate 21.0 % 21.0 % Loss at statutory income tax rate 282 – Losses (unrecognized) ( 282 ) – Income tax benefit (expense) $ – $ – The Company has a $1.3 million net operating loss, which expires March 31, 2042. The following is a reconciliation of the U.K. taxes to the effective income tax rates for the years ended March 31, 2022 and 2021 ($ in thousands): Schedule of effective income tax rates Years Ended March 31, 2022 2021 Loss on ordinary activities before tax $ 4,127 $ 1,218 Statutory U.K. income tax rate 19.0 % 19.0 % Loss at statutory income tax rate 784 231 Change (increase) in deferred income tax rate (6,998 ) Recognition of deferred tax assets 722 Foreign currency effect 1,098 (2,542 ) Other adjustments 96 Research and development credit 42 149 Losses (unrecognized) ( 231 ) Income tax expense $ (4,352 ) $ (2,297 ) Research and development credit receivables of $ 0.2 0.6 The following is a reconciliation of financial statement loss to tax basis loss (in thousands): Schedule of reconciliation of financial statement loss to tax basis loss Year Ended March 31, 2022 Year Ended March 31, 2021 United BVI United Total United BVI Foreign Total Pre-tax (loss) $ (1,342 ) $ (9,348 ) $ (4,127 ) $ (14,817 ) $ – $ (13,674 ) $ (1,218 ) $ (14,892 ) Losses not subject to tax – 9,348 – 9,348 – 13,674 – 13,674 Taxable (loss) $ (1,342 ) $ – $ (4,127 ) $ (5,469 ) $ – $ – $ (1,218 ) $ (1,218 ) As of March 31, 2022 and 2021, the Company's deferred tax assets and liabilities in the U.K. consisted of the effects of temporary differences attributable to the following (in thousands): Schedule of deferred tax assets and liabilities As of March 31, 2022 2021 Deferred tax assets: Net operating loss $ (3,253 ) $ (1,689 ) Deferred tax asset (unrecognized) 1,500 1,689 Deferred tax asset (1,753 ) Deferred tax liabilities: In-process research and development 30,198 24,050 Deferred tax liability 30,198 24,050 Net deferred tax liability $ 28,445 $ 24,050 iOx generated research and development cash credits of approximately $ 0.04 million and $ 0.1 million that have been recorded for the years ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the Company had U.S. deferred tax assets of $0.3 million, which were not recognized for financial statement purposes. There were no U.S. deferred tax assets as of March 31, 2021. As of March 31, 2022, 2021 and 2020, cumulative tax losses for iOx were approximately $ 13.0 million, $ 8.9 million and $ 7.7 million, respectively. As of March 31, 2022 and 2021, iOx had a deferred tax liability of approximately $ 28.4 24.1 19.8 2.2 0.4 0.5 Additionally, as the deferred tax liability may be settled in the future in GBP, the Company decreased the deferred tax liability by $ 1.1 2.4 There is no expiration date for accumulated tax losses in the U.K. entities. |
WARRANT LIABILITY
WARRANT LIABILITY | 12 Months Ended |
Mar. 31, 2022 | |
Warrant Liability | |
WARRANT LIABILITY | NOTE 16. WARRANT LIABILITY Below is the roll-forward of warrants issued by entity (see Note 14, “Unsecured Notes Payable”): Schedule of warrant liability PBI Exercise Price Warrants Amount In 000’$ Warrants outstanding, April 1, 2021 $ 6.64 49,701 $ 1,120 Exercise of warrants as of March 31, 2022 $ 6.64 (15,813 ) (235 ) Fair value adjustment as of March 31, 2022 (1) (2) – – (852 ) Warrants outstanding, March 31, 2022 $ 6.64 33,888 $ 33 (1) Portage warrant liability valued at contract price, adjusted for fair value using the Black-Scholes model. The Black-Scholes assumptions used in the fair value calculation of the warrants as of March 31, 2022 were: Risk free rate: 1.06 Expected Dividend: $ 0 Expected Life: 0.53 Volatility: 51.49 (2) The Company recognized a gain (loss) of $ 0.9 0.8 0.02 |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Mar. 31, 2022 | |
Capital Stock | |
CAPITAL STOCK | NOTE 17. CAPITAL STOCK (a) Authorized ordinary shares : (b) Following is a roll-forward of ordinary shares for the years ended March 31, 2022 and 2021: Common shares: Unlimited number of common shares without par value Years Ended March 31, 2022 2021 Ordinary Amount Ordinary Amount In 000’ In 000’$ In 000’ In 000’$ Balance, beginning of year 12,084 $ 130,649 10,988 $ 117,817 Shares issued in public offering and ATM 1,241 27,216 – – Warrants exercised 16 339 – – Shares issued for services 8 120 1 25 Shares issued in a private placement, net of issue costs – – 698 6,732 Exchange of SalvaRx warrants for Portage 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 Balance, end of year 13,349 $ 158,324 12,084 $ 130,649 (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 in the year ended March 31, 2021. On June 16, 2020, the Company completed a private placement of 698,145 10.00 6.98 215,000 2.15 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 $ 1.77 397,604 6.64 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 During the quarter ended June 30, 2021, the Company commenced an “at the market” offering, under which it sold 90,888 2.6 2.5 On June 24, 2021, the Company completed a firm commitment underwritten public offering of 1,150,000 23.00 26.5 1.8 1.6 See Note 25, “Events After the Balance Sheet Date” for a discussion of additional ordinary shares issued. |
STOCK OPTION RESERVE
STOCK OPTION RESERVE | 12 Months Ended |
Mar. 31, 2022 | |
STOCK OPTION RESERVE | NOTE 18. STOCK OPTION RESERVE (a) The following table provides the activity for the Company’s stock option reserve for the years ended March 31, 2022 and 2021: Disclosure Of Terms Stock Option Reserve Explanatory Years Ended March 31, 2022 2021 (In thousands) Non-Controlling Interest Stock Option Reserve Non-Controlling Interest Stock Option Reserve Balance, beginning of year $ 11,468 $ 7,977 $ 10,618 $ 58 Share-based compensation expense 191 8,951 850 7,977 Expiration of unexercised stock options – – – (58 ) Balance, end of year $ 11,659 $ 16,928 $ 11,468 $ 7,977 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 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 17.75 350,000 518,000 Additionally, the Company granted 243,000 17.75 4.3 Amended and Restated 2021 Equity Incentive Plan and Grants of Stock Options and Restricted Stock Units On January 19, 2022, the Board of Directors unanimously approved the Amended and Restated 2021 Equity Incentive Plan (the “Amended and Restated 2021 Equity Incentive Plan”). The Amended and Restated 2021 Equity Incentive Plan provides for: (1) An increase of aggregate number of shares available for awards to 2,001,812, which is equal to 15% of the issued and outstanding common shares in the capital of the Company as of January 19, 2022 subject to discretionary annual increases (on a cumulative basis) as may be approved by the Board in future years by a number of shares not to exceed an additional five percent (5%) of the aggregate number of shares then outstanding; (2) The authorization of incentive stock options (should shareholder approval be sought and obtained) under the Amended and Restated 2021 Equity Incentive Plan; and (3) The provision of dividend equivalent rights to be issued when authorized. Pursuant to the Amended and Restated 2021 Equity Incentive Plan, on January 19, 2022, the Company granted an aggregate of 302,000 10.22 13,800 302,000 288,200 Additionally, the Company granted 135,740 10.22 fully vested and nonforfeitable as of the date of the grant and will expire on January 19, 2032. On February 15, 2022, James Mellon, Linda Kozick and Mark Simon were appointed to the Board of Directors. Mr. Mellon owned approximately 23.9% of the Company’s outstanding shares at that date. Additionally, Mr. Mellon had previously served as a member of the Board of Directors from 2016 to August 14, 2020. On February 15, 2022, in connection with the appointments, each of these directors were granted 13,800 8.59 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: Schedule of fair value of these stock options on the date of grant and black-scholes option pricing model Assumption Vested Options Grant Date November 28, 2016 Risk free interest rate 2.6% Expected dividend Nil 0 Expected volatility 80% Expected life 1.3 Fair value of iOx stock 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 Amended and Restated 2021 Equity Incentive Plan: Assumption Vested Options Unvested Options Risk free interest rate 0.48% 0.48% Expected dividend Nil 0 Nil 0 Expected volatility 139% 144% Expected life 5.5 6.0 Fair value of Portage stock US$ 16.66 US$ 17.11 Following are the weighted average assumptions used in connection with the January 19, 2022 option grant, with respect to the Company’s Amended and Restated 2021 Equity Incentive Plan: Assumption Unvested Options Risk free interest rate 1.09% Expected dividend Nil 0 Expected volatility 116% Expected life 6.2 Fair value of Portage stock US$ 8.74 Following are the weighted average assumptions used in connection with the February 15, 2022 option grant, with respect to the Company’s Amended and Restated 2021 Equity Incentive Plan: Assumption Unvested Options Risk free interest rate 1.99% Expected dividend Nil 0 Expected volatility 111% Expected life 6.0 Fair value of Portage stock US$ 7.20 (b) The movements in the number of options issued for the years ended March 31, 2022 and 2021were: Schedule of outstanding stock options PBI Amended and Restated 2021 Equity Incentive Plan PBI 2013 Option Plan iOx Option Plan Years Ended March 31, Years Ended March 31, Years Ended March 31, 2022 2021 2022 2021 2022 2021 Balance, beginning of year 868,000 – – 2,980 1,924 2,599 Granted 343,400 868,000 – – – – Expired or forfeited (60,000 ) – – (2,980 ) (649 ) (675 ) Balance, end of year 1,151,400 868,000 – – 1,275 1,924 Exercisable, end of year 405,997 116,666 – – 1,275 1,604 The Board discontinued the 2013 Option Plan in fiscal 2019. (c) The following are the weighted average exercise price and the remaining contractual life for outstanding options by plan as of March 31, 2022 and 2021: Schedule of weighted average exercise price and the remaining contractual life PBI Amended and Restated 2021 Equity Incentive Plan iOx Option Plan As of March 31, As of March 31, 2022 2021 2022 2021 Weighted average exercise price $ 15.47 $ 17.75 $ 157.60 $ 165.20 Weighted average remaining contractual life (in years) 9.10 9.79 0.05 0.95 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, 2022 and March 31, 2021. The Company recorded approximately $ 8.9 8.0 6.3 The Company recorded approximately $ 0.2 0.9 2.2 |
(LOSS) PER SHARE
(LOSS) PER SHARE | 12 Months Ended |
Mar. 31, 2022 | |
Profit or loss [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): Schedule of basic and diluted EPS calculations Years Ended March 31, 2022 2021 2020 Numerator (in 000’$) Net loss attributable to owners of the Company $ (16,870 ) $ (15,833 ) $ (5,333 ) Denominator (in 000’) Weighted average number of shares – Basic and Diluted 13,060 11,733 10,952 Basic and diluted (loss) per share (Actual) $ (1.29 ) $ (1.35 ) $ (0.49 ) 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, 2022, 2021, and 2020. 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. Schedule of anti-dilutive share As of March 31, 2021 2020 Stock options 1,151,400 868,000 Restricted stock units 378,740 243,000 Warrants 33,888 49,701 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, 2022 | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 20. COMMITMENTS AND CONTINGENT LIABILITIES Effective March 15, 2022, iOx entered into a Master Services Agreement (“MSA”) with Parexel International (IRE) Limited (“Parexel”) under which Parexel agrees to provide services as Contract Research Organization (“CRO”) provided in a work order (“Work Order”) effective June 1, 2022 under which Parexel will operate a Phase 2 study of IMM60 and pembrolizumab in advanced melanoma and NSCLC. The MSA provides for a five-year term, and the Work Order provides for a term to be ended upon the completion the services required. The budget provides for service fees and pass-through expenses and clinical sites totaling $11.5 million. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY TRANSACTIONS | NOTE 21. RELATED PARTY TRANSACTIONS SalvaRx Acquisition On January 8, 2019, the Company acquired 100% 8,050,701 92.6 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 83,437 77,088 62,132 (e) PGL PPL held 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 (see Note 8, “Disposition of PPL”). (f) Portage Development Services The following are significant related party balances and transactions other than those disclosed elsewhere in the consolidated financial statements: Interest expense includes $ 78,427 226,018 692,045 805,000 2,415,000 6.64 In January 2020, a board member of the Company advanced the Company $ 1.0 Transactions between the parent company and its subsidiaries, which are related parties, have been eliminated in consolidation and are not disclosed in this note. On September 8, 2021, the Company, through SalvaRx, completed a settlement of loans (including interest) to and receivables from iOx for services rendered in exchange for 23,772 ordinary shares of iOx at a price of £162. Simultaneously, the Company entered into an agreement with Oxford Sciences Innovation, Plc (“OSI”), the holder of $0.15 million notes plus accrued interest under which OSI exchanged the notes plus accrued interest for 820 shares of iOx. The Company followed the guidance provided by an IFRS Discussion Group Public Meeting dated November 29, 2016, following the general tenets of IAS 39, “Financial Instruments: Recognition and Measurement,” and IFRIC 19, “Extinguishing Financial Liabilities with Equity Instruments” and recorded the exchange at historical cost. Additionally, no profit or loss was recorded in connection with the exchange. As a result of these transactions, the Company, through SalvaRx, increased its ownership up from 60.49% to 78.32%. Employment Agreements PDS entered into a Services Agreement with its CEO effective December 15, 2021. The Services Agreement provides that the CEO will receive a base salary of $ 618,000 Under the Services Agreement, the CEO may terminate his employment at any time for Good Reason, as defined in the Services Agreement. We may terminate the CEO’s employment immediately upon his death, upon a period of disability or without “Just Cause”, as defined. In the event that the CEO’s employment is terminated due to his death or Disability, for “Good Reason” or without “Just Cause,” he will be entitled to Accrued Benefits (accrued unpaid portion of base salary, accrued unused vacation time and any unpaid expenses). Additionally, he may be entitled to Severance Benefits, which include his then current base salary and the average of his annual bonus for the prior two completed performance years, paid over 12 monthly installments. Additionally, the CEO will be entitled to life insurance benefits and medical and dental benefits for a period of 12 months at the same rate the CEO and the Company shared such costs during his period of employment. Additionally, all stock options (and any other unvested equity incentive award) held by the CEO relating to shares of the Company will be deemed fully vested and exercisable on the Termination Date, as defined, and the exercise period for such stock options will be increased by a period of two years from the Termination Date. If the CEO’s employment by the Company is terminated by the Company or any successor entity without “Just Cause” (not including termination by virtue of the CEO’s death or Disability) or by the CEO for Good Reason within twelve (12) months following the effective date of a “Change in Control” (as defined), then in addition to paying or providing Executive with the Accrued Obligations, the Company will provide the following “Change in Control Severance Benefits”: (1) The Company will pay the Base Salary continuation benefit for eighteen (18) months; (2) The Company will pay the life insurance benefit for eighteen (18) months; (3) The Company will pay an additional amount equivalent to the CEO’s target annual bonus calculated using the Bonus Percentage for the performance year in which Executive’s termination occurs. This bonus will be paid in twelve equal installments commencing on the first payroll date that is more than sixty (60) days following the date of termination of Executive’s employment, with the remaining installments occurring on the first day of the month for the eleven (11) months thereafter; (4) The Company will provide the CEO with continued medical and dental benefits, as described above, for eighteen (18) months; and (5) All stock options (and any other unvested equity incentive award) held by the CEO relating to shares of the Company or its parent will be deemed fully vested and exercisable on the Termination Date, as defined, and the exercise period for such stock options will be increased by a period of two years from the Termination Date. PDS entered into Services Agreements with each of our four other senior officers (individually, “Executive” and collectively, “Executives”), three of which are dated as of December 1, 2021 and one of which is dated December 15, 2021. Each of the Services Agreements provides for an initial term of two years and are automatically renewed for one-year periods (except one, which provides for an initial term of one year and is automatically renewed for one-year periods). The Services Agreements initially provide for annual base salaries ranging from $175,000 to $ 348,000 The Services Agreements can be terminated by the Company without “Just Cause”, by death or Disability, or by the Executive for “Good Reason”. In such instances, the Services Agreements provide for the payment of Accrued Obligations (accrued unpaid portion of base salary, accrued unused vacation time and any unpaid expenses). Additionally, Executives (except one) are entitled to 50% of base salary plus 50% of average annual bonus earned over the prior two performance years, as well as prevailing life insurance benefits for a period of six months and medical and dental benefits for a period of six months at the prevailing rate the Company and the Executive were sharing such expenses. Additionally, all stock options (and any other unvested equity incentive award) held by the Executives relating to shares of the Company will be deemed fully vested and exercisable on the Termination Date, as defined, and the exercise period for such stock options will be increased by a period of two years from the Termination Date. If Executive’s employment by the Company is terminated by the Company or any successor entity without “Just Cause” (not including termination by virtue of CEO’s death or Disability) or by Executive for Good Reason within twelve (12) months following the effective date of a “Change in Control” (as defined), then in addition to paying or providing Executive with the Accrued Obligations, the Company will provide the following “Change in Control Severance Benefits” (except in one case in which Executive is entitled to Item (5) and 50% of Items (1) and (3) below): (1) The Company will pay the Base Salary continuation benefit for twelve (12) months; (2) The Company will pay the life insurance benefit for twelve (12) months; (3) The Company will pay an additional amount equivalent to Executive’s target annual bonus calculated using the Bonus Percentage for the performance year in which Executive’s termination occurs. This bonus will be payable in twelve equal installments commencing on the first payroll date that is more than sixty (60) days following the date of termination of Executive’s employment, with the remaining installments occurring on the first day of the month for the eleven (11) months thereafter; (4) The Company will provide the Executive with continued medical and dental benefits, as described above, for twelve (12) months; and (5) All stock options (and any other unvested equity incentive award) held by the Executive relating to shares of the Company or its parent will be deemed fully vested and exercisable on the Termination Date and the exercise period for such stock options will be increased by a period of two years from the Termination Date. The Services Agreements also include customary confidentiality, as well as provisions relating to assignment of inventions. The Services Agreements also includes non-competition and non-solicitation of employees and customers provision that run during the Executive’s employment with the Company and for a period of one year after termination of employment. Bonuses & Board Compensation Arrangements In December 2021, the Compensation Committee approved performance bonuses payable to senior management totaling $0.7 million. The bonuses were paid in December 2021. In addition, the Compensation Committee of the Board established board of director compensation. Effective January 1, 2022, each non-executive board member will be entitled to receive cash board fees of $40,000 per annum, payable quarterly in arrears. Additionally, each non-executive board member will be entitled to an annual grant of 6,900 options to purchase common shares, which would vest the first annual anniversary of the date of grant. The chairman of the Board will be entitled to an annual cash fee of $30,000, payable quarterly in arrears. Additionally, the chairperson of each of the Audit Committee, Compensation Committee and Nomination Committee will be entitled to annual fees of $15,000, $12,000 and $8,000, respectively, payable quarterly in arrears. Members of those committees will be entitled to annual fees of $7,500, $6,000 and $4,000, respectively, payable quarterly in arrears. |
FINANCIAL INSTRUMENTS AND RISK
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | 12 Months Ended |
Mar. 31, 2022 | |
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, 2022 and March 31, 2021: Schedule of financial instruments As of March 31, 2022 2021 (In thousands) Amortized Cost Fair Value through Other Comprehensive Amortized Cost FVTOCI Financial assets Cash and cash equivalents $ 23,352 $ – $ 2,770 $ – Prepaid expenses and other receivables $ 1,480 $ – $ 2,176 $ – Investments $ – $ 9,082 $ – $ 9,144 Amortized Cost Fair Value through Profit or Loss (FVTPL) Amortized Cost FVTPL Financial liabilities Accounts payable and accrued liabilities $ 750 $ – $ 1,938 $ – Unsecured notes payable $ – $ – $ 150 $ – Warrant liability $ – $ 33 $ – $ 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 and cash equivalents, 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 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, 2022 and 2021. 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 in the Company’s consolidated statements of financial position. Cash and cash equivalents 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 and cash equivalents 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 2, “Liquidity” and Note 17, “Capital Stock” for a discussion of the Company’s share offering. |
CAPITAL DISCLOSURES
CAPITAL DISCLOSURES | 12 Months Ended |
Mar. 31, 2022 | |
Capital Disclosures | |
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 $ 0.8 1.9 24.8 4.9 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, 2022, shareholders’ equity attributable to the owners of the company was approximately $ 121.2 101.4 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, 2022 and 2021. |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 12 Months Ended |
Mar. 31, 2022 | |
NON-CONTROLLING INTEREST | NOTE 24. NON-CONTROLLING INTEREST Schedule of non-controlling interest (In thousands) PGL SalvaRx iOx Saugatuck Total Non-controlling interest as of April 1, 2020 $ (81 ) $ 2,451 $ 46,712 $ 28 $ 49,110 Share-based compensation expense – – 850 – 850 Exchange of SalvaRx warrants for Portage warrants in SalvaRx Notes settlement – (2,451 ) – – (2,451 ) Net (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 Share-based compensation expense – – 191 – 191 Exchange of notes payable, accrued interest and warrants for iOx shares – – 184 – 184 Net (loss) attributable to non-controlling interest – – (1,847 ) (452 ) (2,299 ) Non-controlling interest as of March 31, 2022 $ – $ – $ 44,701 $ (472 ) $ 44,229 On September 8, 2021, the Company, through SalvaRx, completed a settlement of loans (including interest) to and receivables from iOx for services rendered in exchange for 23,772 ordinary shares of iOx at a price of £162. See Note 14, “Unsecured Notes Payable – iOx Unsecured Notes Payable” for a further discussion. Saugatuck and subsidiary includes Saugatuck and its wholly-owned subsidiary, Saugatuck Rx LLC. |
EVENTS AFTER THE BALANCE SHEET
EVENTS AFTER THE BALANCE SHEET DATE | 12 Months Ended |
Mar. 31, 2022 | |
Events After Balance Sheet Date | |
EVENTS AFTER THE BALANCE SHEET DATE | NOTE 25. EVENTS AFTER THE BALANCE SHEET DATE (a) Tarus Therapeutics, Inc. Merger Agreement On July 1, 2022, the Company, its wholly-owned subsidiary, Tarus Acquisition Inc., and Tarus Therapeutics, Inc., a Delaware Corporation advancing adenosine receptor agonists for the treatment of solid tumors, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”). Under the structure of the Merger Agreement, Tarus Therapeutics, Inc. was ultimately merged into a wholly-owned subsidiary of the Company with the surviving entity renamed Tarus Therapeutics, LLC. The Tarus merger entitles the Company to the rights, know-how and/or ownership related to the assets developed by Tarus (the “Adenosine Compounds”), including: 1. All rights and obligations related to the License Agreement between Tarus and Impetis, dated October 29, 2019, and the Call Option under the License Agreement, which was exercised on November 5, 2020. 2. All intellectual property and related documents owned or controlled by Tarus, including issued or pending patents, patent applications and trade secrets. Additionally, any draft submissions and/or correspondence with patent authorities. 3. All documents and supplies related to Adenosine Compounds including inventory, reagents, data, assays, reports, vendor agreements and other information related to the preclinical development. 4. All clinical supplies, manufacturing know-how, batch records, regulatory documents pertaining to the Adenosine Compounds, certain reservations for manufacturing campaigns and any related agreements. 5. All regulatory documents and correspondence pertaining to the Adenosine Compounds. 6. All CRO agreements and protocol related documents for Adenosine Compounds. 7. All current documents related to market research, forecasting, budgets and competitive intelligence. 8. Rights to the use of Tarus Therapeutics name for regulatory purposes. As consideration for Tarus, the Company issued to Tarus shareholders an aggregate of 2,425,999 32 · The Company also assumed $2M short-term debt held by Tarus and deferred license milestones obligations ($1M plus interest). · Upon enrolling the first patient in a Phase 2 clinical trial, Portage will pay an additional one-time payment of $15M. Payment will be in the form of cash or PRTG stock (at the discretion of Portage). (b) Purchase Agreement On July 6, 2022 (the “Signing Date”), the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln”), pursuant to which the Company may require Lincoln to purchase ordinary shares having an aggregate value of up to $30 million over a period of 36 months. Pursuant to the Purchase Agreement, Lincoln will be obligated to purchase ordinary shares in three different scenarios as described below. Upon execution of the Purchase Agreement, The Company issued to Lincoln 94,508 0.9 The Purchase Agreement does not impose any financial or business covenants on the Company and there are no limitations on the use of proceeds received by the Company from Lincoln. The Company may raise capital from other sources in its sole discretion; provided, however, that the Company shall not enter into any similar agreement for the issuance of variable priced equity-like securities until the three (3) year anniversary of the Signing Date, excluding, however, an at-the-market (“ATM”) transaction with a registered broker-dealer. In connection with the Purchase Agreement, the Company and Lincoln entered into a Registration Rights Agreement (the “Registration Rights Agreement”), dated July 6, 2022. Pursuant to the Registration Rights Agreement, the Company agreed, that within the time required under Rule 424(b) under the Securities Act, it will file with the SEC the Initial Prospectus Supplement to the Company’s shelf registration statement pursuant to Rule 424(b) for the purpose of registering for resale the ordinary shares to be issued to Lincoln under the Purchase Agreement. All reasonable expenses of the Company incurred through the registration of the ordinary shares under the Purchase Agreement shall be paid by the Company. (c) Share Exchange Agreement - iOx On July 18, 2022, the Company entered into a Share Exchange Agreement with each of the minority shareholders of iOx (Sellers). Under the terms of the Share Exchange Agreement, each Seller shall sell to Company, and Company shall acquire from each Seller, legal and beneficial ownership of the number of iOx Shares held by each Seller, free and clear of any Share Encumbrances, in exchange for the issuance in an aggregate of 1,070,000 As additional consideration for the sale of the iOx Exchange Shares to the Company, the Sellers shall have the contingent right to receive additional shares (“Earnout Shares”) from the Company having an aggregate value equal to $25M calculated at the Per Share Earnout Price, as defined, upon the achievement of certain milestones defined as the dosing of the first patient in a Phase 3 clinical trial for either PORT-2 (IMM60 iNKT cell activator/agonist) or PORT-3 (PLGA-nanoparticle formulation of IMM60 combined with a NY-ESO-1 peptide vaccine). The Company shall have the option, in its sole and absolute discretion, to pay the Sellers up to USD $25M in cash. (d) Stimunity Convertible Note On July 13, 2022, the Company entered into a commitment with Stimunity to provide €600,000 under a Convertible Note with a maturity date of September 1, 2023 (the “Maturity Date”). The Convertible Note provides for interest at 7% per annum. The Convertible Note is automatically converted upon Stimunity commencing a Series A subscription round for €20 million. If such Subscription round is completed prior to the Maturity Date, the Company will be entitled to convert the Convertible Note at the subscription share price less 15%. Additionally, if subscribers create a new category of shares with additional rights of less than €5 million (the “Minimum Raise”), the Company will have the right to convert the Convertible Note and historical shares owned into the new category of shares. In the event that Stimunity does not close a subscription prior to the Maturity Date or raises less than the Minimum Raise, the Company will have the right to convert at €363.00 per share or the raise price less 15%, whichever is lower. The Convertible Note is expected to be funded by September 1, 2022. It is anticipated that such Convertible Note will be funded by existing cash and cash provided under the ELOC. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2022 | |
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 16, “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”), the Company acquired notes payable and associated warrants, which were recorded at fair value on the date of the acquisition. See Note 14, “Unsecured Notes Payable” and Note 16, “Warrant Liability” for a further discussion. |
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 on 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. As of March 31, 2022, cash equivalents was comprised of a money market account with maturities less than 90 days from the date of purchase. |
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) 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, 2022, 2021 and 2020. 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”). Schedule of anti-dilutive effect on loss per share As of March 31, 2022 2021 2020 Stock options 1,151,400 868,000 2,980 Restricted stock units 378,740 243,000 – Warrants 33,888 49,701 – |
Investments 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”). |
Investment in Associate | 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 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. (a) 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 were effective for annual periods beginning on or after January 1, 2022. The adoption of these amendments did not have a significant impact on the Company’s annual consolidated financial statements. (b) 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 is effective for annual periods beginning January 1, 2022. The Company has determined that the effect of adopting IAS 37 on its consolidated financial statements will not be significant. (c) 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 is effective for annual periods beginning January 1, 2022. The Company has determined that the effect of adopting IAS 16 on its consolidated financial statements will not be significant. (d) 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. (e) 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, “Consolidated Financial Statements,” and IAS 28, “Investments in Associates and Joint Ventures,” 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, “Business Combinations,” 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, 2022 | |
Schedule of anti-dilutive effect on loss per share | Schedule of anti-dilutive effect on loss per share As of March 31, 2022 2021 2020 Stock options 1,151,400 868,000 2,980 Restricted stock units 378,740 243,000 – Warrants 33,888 49,701 – |
PREPAID EXPENSES AND OTHER RE_2
PREPAID EXPENSES AND OTHER RECEIVABLES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Schedule of prepaid expenses and other receivables | Schedule of prepaid expenses and other receivables As of March 31, (In thousands) 2022 2021 Prepaid insurance $ 1,084 $ 1,445 Research & development tax credits 169 649 Tax deposits 142 – Other prepaid expenses 45 48 Other receivables 40 34 Total prepaid expenses and other receivables $ 1,480 $ 2,176 |
INVESTMENT IN MARKETABLE EQUI_2
INVESTMENT IN MARKETABLE EQUITY SECURITIES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Schedule of investment in marketable equity securities | Schedule of investment in marketable equity securities As of and for the years ended March 31, (In thousands) 2022 2021 2020 Balance, beginning of year $ – $ 68 $ 103 Unrealized (loss) gain on investment – – (35 ) Proceeds from the sale of the investment – (140 ) – Gain on sale – 72 – Balance, end of year $ – $ – $ 68 |
INVESTMENT IN ASSOCIATE (Tables
INVESTMENT IN ASSOCIATE (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Investment In Associate | |
Schedule of investment associate | Schedule of investment associate Name Principal Activity Place of Incorporation and Voting Rights Held as Voting Rights Held as Associate: Stimunity S.A. Biotechnology Paris, France 44.0 % 44.0 % |
Schedule of investment in Stimunity S.A. | Schedule of investment in Stimunity S.A. As of and for the Years Ended March 31, (In thousands) 2022 2021 Balance, beginning of year $ 1,735 $ 1,225 Additional investment – 1,000 Share of (loss) (62 ) (490 ) Balance, end of year $ 1,673 $ 1,735 |
Schedule of details of the Company's associate | Schedule of details of the Company's associate As of March 31, (In millions) 2022 2021 (Unaudited) (Unaudited) Current assets $ 1.8 $ 1.6 Non-current assets $ – $ – Current liabilities $ 0.6 $ 0.7 Non-current liabilities $ 0.1 $ .01 Equity $ 1.1 $ 0.8 Company's share in equity – 44.0 44.0 $ 0.5 $ 0.4 Years Ended March 31, 2022 2021 (Unaudited) (Unaudited) Revenue $ 0.2 $ 0.1 Loss from operations $ (0.8 ) $ (1.5 ) Net loss $ (0.4 ) $ (1.1 ) |
INVESTMENTS IN PRIVATE COMPAN_2
INVESTMENTS IN PRIVATE COMPANIES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Investments In Private Companies | |
Schedule of investments in private companies | Schedule of investments in private companies (In thousands) Intensity Sentien Total Balance as of April 1, 2020 $ 7,409 $ – $ 7,409 Unrealized gain (loss) on investment – – – Balance as of March 31, 2021 7,409 – 7,409 Unrealized (loss) on investment – – – Balance as of March 31, 2022 $ 7,409 $ – $ 7,409 |
ACQUISITION AND BUSINESS COMB_2
ACQUISITION AND BUSINESS COMBINATION (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Acquisition And Business Combination | |
Schedule of pro forma consolidated net income | Schedule of pro forma consolidated net income 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, 2022 | |
Schedule of goodwill | Schedule of goodwill As of March 31, (In thousands) 2022 2021 Balance, beginning of year $ 43,324 $ 43,324 Balance, end of year $ 43,324 $ 43,324 |
IN-PROCESS RESEARCH AND DEVEL_2
IN-PROCESS RESEARCH AND DEVELOPMENT AND DEFERRED TAX LIABILITY (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
In-process Research And Development And Deferred Tax Liability | |
Schedule of In process research and development | Schedule of In process research and development Project # Description Value as of March 31, 2022 Value as of March 31, 2021 iOx: PORT 2 (IMM60) Melanoma & Lung Cancers $ 84,213 $ 84,213 PORT 3 (IMM65) Ovarian/Prostate Cancers 32,997 32,997 117,210 117,210 Oncomer/Saugatuck DNA Aptamers 178 178 $ 117,388 $ 117,388 Deferred tax liability $ 30,198 $ 24,050 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Schedule of accounts payable and accrued liabilities | Schedule of accounts payable and accrued liabilities As of March 31, (In thousands) 2022 2021 Accounts payable $ 188 $ 113 Accrued bonuses 193 – Accrued legal fees 186 – Accrued other professional fees 75 77 Accrued accounting and auditing fees 69 59 Insurance premium note – 1,651 Accrued interest – 5 Other 39 33 Total accounts payable and accrued liabilities $ 750 $ 1,938 |
UNSECURED NOTES PAYABLE (Tables
UNSECURED NOTES PAYABLE (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Unsecured Notes Payable | |
Schedule of notes payable | Schedule of notes payable CURRENT CURRENT NON-CURRENT (In thousands) PPL iOx SalvaRx Total Balance, April 1, 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 Exchange of notes payable and accrued interest for iOx shares – (150 ) – (150 ) Balance, March 31, 2022 $ – $ – $ – $ – |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Schedule of income taxes benefit | Schedule of income taxes benefit Years Ended March 31, (In thousands) 2022 2021 Current: Federal $ – $ – State and local – – Foreign 42 149 Current 42 149 Deferred: Federal – – State and local – – Foreign (4,394 ) (2,446 ) Deferred (4,394 ) (2,446 ) Provision for income taxes $ (4,352 ) $ (2,297 ) |
Schedule of reconciliation income tax rates | Schedule of reconciliation income tax rates Years Ended March 31, 2022 2021 Loss on ordinary activities before tax $ 1,342 $ – Statutory U.S. income tax rate 21.0 % 21.0 % Loss at statutory income tax rate 282 – Losses (unrecognized) ( 282 ) – Income tax benefit (expense) $ – $ – |
Schedule of effective income tax rates | Schedule of effective income tax rates Years Ended March 31, 2022 2021 Loss on ordinary activities before tax $ 4,127 $ 1,218 Statutory U.K. income tax rate 19.0 % 19.0 % Loss at statutory income tax rate 784 231 Change (increase) in deferred income tax rate (6,998 ) Recognition of deferred tax assets 722 Foreign currency effect 1,098 (2,542 ) Other adjustments 96 Research and development credit 42 149 Losses (unrecognized) ( 231 ) Income tax expense $ (4,352 ) $ (2,297 ) |
Schedule of reconciliation of financial statement loss to tax basis loss | Schedule of reconciliation of financial statement loss to tax basis loss Year Ended March 31, 2022 Year Ended March 31, 2021 United BVI United Total United BVI Foreign Total Pre-tax (loss) $ (1,342 ) $ (9,348 ) $ (4,127 ) $ (14,817 ) $ – $ (13,674 ) $ (1,218 ) $ (14,892 ) Losses not subject to tax – 9,348 – 9,348 – 13,674 – 13,674 Taxable (loss) $ (1,342 ) $ – $ (4,127 ) $ (5,469 ) $ – $ – $ (1,218 ) $ (1,218 ) |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities As of March 31, 2022 2021 Deferred tax assets: Net operating loss $ (3,253 ) $ (1,689 ) Deferred tax asset (unrecognized) 1,500 1,689 Deferred tax asset (1,753 ) Deferred tax liabilities: In-process research and development 30,198 24,050 Deferred tax liability 30,198 24,050 Net deferred tax liability $ 28,445 $ 24,050 |
WARRANT LIABILITY (Tables)
WARRANT LIABILITY (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Warrant Liability | |
Schedule of warrant liability | Schedule of warrant liability PBI Exercise Price Warrants Amount In 000’$ Warrants outstanding, April 1, 2021 $ 6.64 49,701 $ 1,120 Exercise of warrants as of March 31, 2022 $ 6.64 (15,813 ) (235 ) Fair value adjustment as of March 31, 2022 (1) (2) – – (852 ) Warrants outstanding, March 31, 2022 $ 6.64 33,888 $ 33 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Capital Stock | |
Common shares: Unlimited number of common shares without par value | Common shares: Unlimited number of common shares without par value Years Ended March 31, 2022 2021 Ordinary Amount Ordinary Amount In 000’ In 000’$ In 000’ In 000’$ Balance, beginning of year 12,084 $ 130,649 10,988 $ 117,817 Shares issued in public offering and ATM 1,241 27,216 – – Warrants exercised 16 339 – – Shares issued for services 8 120 1 25 Shares issued in a private placement, net of issue costs – – 698 6,732 Exchange of SalvaRx warrants for Portage 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 Balance, end of year 13,349 $ 158,324 12,084 $ 130,649 |
STOCK OPTION RESERVE (Tables)
STOCK OPTION RESERVE (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Terms Stock Option Reserve Explanatory | Disclosure Of Terms Stock Option Reserve Explanatory Years Ended March 31, 2022 2021 (In thousands) Non-Controlling Interest Stock Option Reserve Non-Controlling Interest Stock Option Reserve Balance, beginning of year $ 11,468 $ 7,977 $ 10,618 $ 58 Share-based compensation expense 191 8,951 850 7,977 Expiration of unexercised stock options – – – (58 ) Balance, end of year $ 11,659 $ 16,928 $ 11,468 $ 7,977 |
Schedule of fair value of these stock options on the date of grant and black-scholes option pricing model | Schedule of fair value of these stock options on the date of grant and black-scholes option pricing model Assumption Vested Options Grant Date November 28, 2016 Risk free interest rate 2.6% Expected dividend Nil 0 Expected volatility 80% Expected life 1.3 Fair value of iOx stock 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 Amended and Restated 2021 Equity Incentive Plan: Assumption Vested Options Unvested Options Risk free interest rate 0.48% 0.48% Expected dividend Nil 0 Nil 0 Expected volatility 139% 144% Expected life 5.5 6.0 Fair value of Portage stock US$ 16.66 US$ 17.11 Following are the weighted average assumptions used in connection with the January 19, 2022 option grant, with respect to the Company’s Amended and Restated 2021 Equity Incentive Plan: Assumption Unvested Options Risk free interest rate 1.09% Expected dividend Nil 0 Expected volatility 116% Expected life 6.2 Fair value of Portage stock US$ 8.74 Following are the weighted average assumptions used in connection with the February 15, 2022 option grant, with respect to the Company’s Amended and Restated 2021 Equity Incentive Plan: Assumption Unvested Options Risk free interest rate 1.99% Expected dividend Nil 0 Expected volatility 111% Expected life 6.0 Fair value of Portage stock US$ 7.20 |
Schedule of outstanding stock options | Schedule of outstanding stock options PBI Amended and Restated 2021 Equity Incentive Plan PBI 2013 Option Plan iOx Option Plan Years Ended March 31, Years Ended March 31, Years Ended March 31, 2022 2021 2022 2021 2022 2021 Balance, beginning of year 868,000 – – 2,980 1,924 2,599 Granted 343,400 868,000 – – – – Expired or forfeited (60,000 ) – – (2,980 ) (649 ) (675 ) Balance, end of year 1,151,400 868,000 – – 1,275 1,924 Exercisable, end of year 405,997 116,666 – – 1,275 1,604 |
Schedule of weighted average exercise price and the remaining contractual life | Schedule of weighted average exercise price and the remaining contractual life PBI Amended and Restated 2021 Equity Incentive Plan iOx Option Plan As of March 31, As of March 31, 2022 2021 2022 2021 Weighted average exercise price $ 15.47 $ 17.75 $ 157.60 $ 165.20 Weighted average remaining contractual life (in years) 9.10 9.79 0.05 0.95 |
(LOSS) PER SHARE (Tables)
(LOSS) PER SHARE (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Profit or loss [abstract] | |
Schedule of basic and diluted EPS calculations | Schedule of basic and diluted EPS calculations Years Ended March 31, 2022 2021 2020 Numerator (in 000’$) Net loss attributable to owners of the Company $ (16,870 ) $ (15,833 ) $ (5,333 ) Denominator (in 000’) Weighted average number of shares – Basic and Diluted 13,060 11,733 10,952 Basic and diluted (loss) per share (Actual) $ (1.29 ) $ (1.35 ) $ (0.49 ) |
Schedule of anti-dilutive share | Schedule of anti-dilutive share As of March 31, 2021 2020 Stock options 1,151,400 868,000 Restricted stock units 378,740 243,000 Warrants 33,888 49,701 |
FINANCIAL INSTRUMENTS AND RIS_2
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Schedule of financial instruments | Schedule of financial instruments As of March 31, 2022 2021 (In thousands) Amortized Cost Fair Value through Other Comprehensive Amortized Cost FVTOCI Financial assets Cash and cash equivalents $ 23,352 $ – $ 2,770 $ – Prepaid expenses and other receivables $ 1,480 $ – $ 2,176 $ – Investments $ – $ 9,082 $ – $ 9,144 Amortized Cost Fair Value through Profit or Loss (FVTPL) Amortized Cost FVTPL Financial liabilities Accounts payable and accrued liabilities $ 750 $ – $ 1,938 $ – Unsecured notes payable $ – $ – $ 150 $ – Warrant liability $ – $ 33 $ – $ 1,120 |
NON-CONTROLLING INTEREST (Table
NON-CONTROLLING INTEREST (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Schedule of non-controlling interest | Schedule of non-controlling interest (In thousands) PGL SalvaRx iOx Saugatuck Total Non-controlling interest as of April 1, 2020 $ (81 ) $ 2,451 $ 46,712 $ 28 $ 49,110 Share-based compensation expense – – 850 – 850 Exchange of SalvaRx warrants for Portage warrants in SalvaRx Notes settlement – (2,451 ) – – (2,451 ) Net (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 Share-based compensation expense – – 191 – 191 Exchange of notes payable, accrued interest and warrants for iOx shares – – 184 – 184 Net (loss) attributable to non-controlling interest – – (1,847 ) (452 ) (2,299 ) Non-controlling interest as of March 31, 2022 $ – $ – $ 44,701 $ (472 ) $ 44,229 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Aug. 13, 2018 | |
IfrsStatementLineItems [Line Items] | ||
Issuance and sales | $ 200,000,000 | |
Maximum aggregate offering price | $ 50,000,000 | |
Cash fund, description | The sales agreement with Cantor Fitzgerald permits the Company to sell in an at the market offering up to $50,000,000 of ordinary shares from time to time, the amount of which 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 $50,000,000 of securities may be sold in other offerings pursuant to the base prospectus. See Note 2, “Liquidity” and Note 17, “Capital Stock” for a further discussion. | |
SalvaRx Group plc. [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Percentage of acquire | 100% |
LIQUIDITY (Details Narrative)
LIQUIDITY (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jun. 24, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Liquidity | ||||
Cash and cash equivalents | $ 23,400 | |||
Total current liabilities | 800 | |||
Warrant liability | 30 | |||
Net (loss) income | 19,200 | |||
Cash used in operating activities | 6,800 | |||
Cash on hand | $ 21,000 | |||
Number of stock sold | 1,150,000 | 90,888 | ||
Gross proceeds from stock sold | $ 26,500 | $ 2,600 | ||
Net proceeds from stock sold | $ 2,500 | |||
Ooffering and through that process, description | 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 was settled June 28, 2021. The Company incurred aggregate offering expenses for the public offering of approximately $1.8 million, including approximately $1.6 million of management, underwriting and selling expenses. Management believes the funds generated, along with existing cash and cash equivalents, will be sufficient to fund the Company’s research and development activities, as well as the expansion of its operating infrastructure and achievement of numerous developmental milestones. The amount raised is at least sufficient to fund operations through August 2023. |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Stock options [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Anti-dilutive effect on loss per share | 1,151,400 | 868,000 | 2,980 |
Restricted stock units [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Anti-dilutive effect on loss per share | 378,740 | 243,000 | |
Warrants [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Anti-dilutive effect on loss per share | 33,888 | 49,701 |
PREPAID EXPENSES AND OTHER RE_3
PREPAID EXPENSES AND OTHER RECEIVABLES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Prepaid insurance | $ 1,084 | $ 1,445 |
Research & development tax credits | 169 | 649 |
Tax deposits | 142 | |
Other prepaid expenses | 45 | 48 |
Other receivables | 40 | 34 |
Total prepaid expenses and other receivables | $ 1,480 | $ 2,176 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) | 1 Months Ended | 12 Months Ended | ||
Feb. 10, 2015 | Sep. 30, 2021 | Jan. 31, 2018 | Mar. 31, 2022 | |
United Kingdom based immune-oncology [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Proportion of ownership interest in subsidiary | 60.49% | 78.32% | ||
Saugatuck [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Proportion of ownership interest in subsidiary | 70% | |||
Non-controlling interest | 30% | |||
Portage Glasgow Ltd. [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Proportion of ownership interest in subsidiary | 65% | |||
IOX [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Proportion of ownership interest in subsidiary | 21.68% | |||
Subsidiaries [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Non-controlling interest | 35% |
PREPAID EXPENSES AND OTHER RE_4
PREPAID EXPENSES AND OTHER RECEIVABLES (Details Narrative) - PPL Settlement [Member] - USD ($) | Mar. 31, 2022 | Oct. 31, 2016 |
IfrsStatementLineItems [Line Items] | ||
Supplier amount | $ 120,000 | |
Payable installments | $ 11,250 | |
Prepaid expenses and other receivables | 33,750 | |
Prepaid expenses and other receivables current | 11,250 | |
Prepaid expenses and other receivables Non-current portion | $ 22,500 |
INVESTMENT IN MARKETABLE EQUI_3
INVESTMENT IN MARKETABLE EQUITY SECURITIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Balance, beginning of year | $ 68 | $ 103 | |
Unrealized (loss) gain on investment | (35) | ||
Proceeds from the sale of the investment | (140) | ||
Gain on sale | 72 | ||
Balance, end of year | $ 68 |
INVESTMENT IN MARKETABLE EQUI_4
INVESTMENT IN MARKETABLE EQUITY SECURITIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Aug. 30, 2020 | Mar. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Investment in marketable equity securities | $ 2,000 | |
Biohaven [Member] | ||
IfrsStatementLineItems [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, 2022 | Mar. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Name | Associate: Stimunity S.A. | |
Principal Activity | Biotechnology | |
Place of Incorporation and principal place of business | Paris, France | |
Voting rights held | 44% | 44% |
INVESTMENT IN ASSOCIATE (Deta_2
INVESTMENT IN ASSOCIATE (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Investment In Associate | ||
Balance | $ 1,735 | $ 1,225 |
Additional investment | 1,000 | |
Share of (loss) | (62) | (490) |
Balance | $ 1,673 | $ 1,735 |
INVESTMENT IN ASSOCIATE (Deta_3
INVESTMENT IN ASSOCIATE (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
IfrsStatementLineItems [Line Items] | ||||
Current assets | $ 24,832 | $ 4,946 | ||
Current liabilities | 783 | 3,208 | ||
Non-current liabilities | 28,445 | 24,050 | ||
Equity | 165,434 | 147,602 | $ 145,641 | $ 148,557 |
Company's share in equity – 44.0% and 44.0% | 121,205 | 101,449 | ||
Loss from operations | (15,588) | (12,440) | (5,978) | |
Net loss | (19,169) | (17,189) | $ (7,249) | |
Stimunity S.A. [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Current assets | 1,800 | 1,600 | ||
Non-current assets | ||||
Current liabilities | 600 | 700 | ||
Non-current liabilities | 100 | 10 | ||
Equity | 1,100 | 800 | ||
Company's share in equity – 44.0% and 44.0% | $ 500 | $ 400 | ||
Voting rights held | 44% | 44% | ||
Revenue | $ 200 | $ 100 | ||
Loss from operations | (800) | (1,500) | ||
Net loss | $ (400) | $ (1,100) |
INVESTMENT IN ASSOCIATE (Deta_4
INVESTMENT IN ASSOCIATE (Details Narrative) € / shares in Units, $ / shares in Units, € in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Jun. 01, 2020 USD ($) shares | Jun. 01, 2020 EUR (€) shares | Jun. 24, 2022 $ / shares | Mar. 25, 2019 USD ($) shares | Mar. 25, 2019 EUR (€) € / shares shares | Feb. 28, 2018 USD ($) shares | Feb. 28, 2018 EUR (€) € / shares shares | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | |
IfrsStatementLineItems [Line Items] | |||||||||
Shares price | $ / shares | $ 23 | ||||||||
Additional investments | $ 1,000 | ||||||||
Stimunity S.A. [Member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Initial investment | $ 700 | ||||||||
Subscribing class A shares | shares | 3,780 | 3,780 | |||||||
Proportion of ownership interest in associate | 37% | 37% | 27% | 27% | |||||
Second investments | $ 1,900 | ||||||||
Subscribing ordinary shares | shares | 1,945 | 1,945 | 4,140 | 4,140 | |||||
Additional investments | $ 1,000 | $ 700 | |||||||
Equity in (loss) income | $ 62 | $ 490 | |||||||
EURO | Stimunity S.A. [Member] | |||||||||
IfrsStatementLineItems [Line Items] | |||||||||
Initial investment | € | € 500 | ||||||||
Subscribing class A shares | shares | 2,479 | 2,479 | |||||||
Second investments | € | € 1,500 | ||||||||
Shares price | € / shares | € 308.55 | € 363 | |||||||
Additional investments | € | € 900 | € 600 |
DISPOSITION OF PPL (Details Nar
DISPOSITION OF PPL (Details Narrative) - Portage Glasgow Ltd. [Member] | Mar. 03, 2021 USD ($) |
Reserve Quantities [Line Items] | |
Disposition Percentage | 100% |
Disposition value | $ 10 |
Intercompany receivable | $ 229,848 |
INVESTMENTS IN PRIVATE COMPAN_3
INVESTMENTS IN PRIVATE COMPANIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
IfrsStatementLineItems [Line Items] | |||
Balance | $ 7,409 | $ 7,409 | |
Unrealized gain (loss) on investment | |||
Balance | 7,409 | 7,409 | $ 7,409 |
Intensity [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance | 7,409 | 7,409 | |
Unrealized gain (loss) on investment | |||
Balance | 7,409 | 7,409 | 7,409 |
Sentien Biotechnologies Inc. [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance | |||
Unrealized gain (loss) on investment | 700 | ||
Balance |
INVESTMENTS IN PRIVATE COMPAN_4
INVESTMENTS IN PRIVATE COMPANIES (Details Narrative) $ in Thousands | 12 Months Ended | ||||
Mar. 31, 2022 USD ($) shares | Mar. 31, 2021 USD ($) | Mar. 31, 2020 USD ($) | Jul. 11, 2019 USD ($) shares | Aug. 31, 2015 shares | |
IfrsStatementLineItems [Line Items] | |||||
Investment | $ 7,409 | $ 7,409 | $ 7,409 | ||
Unrealized Gain (Loss) On Investment | |||||
Intensity [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Investment | 7,409 | 7,409 | 7,409 | ||
Unrealized Gain (Loss) On Investment | |||||
Intensity [Member] | Acquisition Of SalvaRx [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Investment | $ 4,500 | ||||
Number of shares purchased | shares | 1,000,000 | ||||
Percentage of equity held | 7.50% | ||||
Unrealized Gain (Loss) On Investment | 1,600 | ||||
Intensity [Member] | Acquisition Of Intensity Holding Limited [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Equity interests of acquirer | $ 1,300 | ||||
Number of ordinary shares issued in acquisition | shares | 129,806 | ||||
Number of private company share consists in sole asset | shares | 288,458 | ||||
Number of shares outstanding | shares | 1,288,458 | ||||
Percentage of voting equity interests acquired | 7.35% | 8% | |||
Series A preferred stock in Sentien Biotechnologies [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Number of shares purchased | shares | 210,210 | ||||
Percentage of equity held | 5.06% | 5.06% | |||
Sentien Biotechnologies Inc. [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Investment | |||||
Unrealized Gain (Loss) On Investment | $ 700 |
ACQUISITION AND BUSINESS COMB_3
ACQUISITION AND BUSINESS COMBINATION (Details) - Salva Rx [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Mar. 31, 2019 USD ($) $ / shares | |
IfrsStatementLineItems [Line Items] | |
Net loss | $ (5,160) |
Net loss applicable to common stockholders | $ 3,920 |
Net loss per share, basic and diluted | $ / shares | $ (0.01) |
ACQUISITION AND BUSINESS COMB_4
ACQUISITION AND BUSINESS COMBINATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||
Jan. 08, 2019 | Aug. 13, 2018 | Jan. 08, 2019 | |
Salva Rx [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Business combination acquisition percentage | 100% | ||
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 $0 due to a dispute with Nekonal. | ||
SalvaRx Group plc. [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Business combination acquisition percentage | 100% | 100% | |
Exchange of common stock | 8,050,701 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 |
Goodwill | $ 43,324 | $ 43,324 | $ 43,324 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) | Mar. 31, 2022 | Mar. 31, 2021 |
Discount rate applied to cash flow projections | 20.50% | 20% |
IN-PROCESS RESEARCH AND DEVEL_3
IN-PROCESS RESEARCH AND DEVELOPMENT AND DEFERRED TAX LIABILITY (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
IfrsStatementLineItems [Line Items] | ||
In-process research and development | $ 117,388 | $ 117,388 |
Deferred tax liability | 30,198 | 24,050 |
IMM 60 IOX Melanoma & Lung Cancers [Member] | ||
IfrsStatementLineItems [Line Items] | ||
In-process research and development | 84,213 | 84,213 |
IMM 65 IOX Ovarian/Prostate Cancers [Member] | ||
IfrsStatementLineItems [Line Items] | ||
In-process research and development | 32,997 | 32,997 |
Oncomer Saugatuck DNA Aptamers [Member] | ||
IfrsStatementLineItems [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, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Jan. 08, 2019 | |
In-process Research And Development And Deferred Tax Liability | ||||
Deferred tax liability | $ 30,200 | $ 24,100 | $ 19,800 | |
Income tax (expense) | $ 2,200 | |||
Deferred Tax Expenses Return To Provision Adjustment | 400 | |||
Decrease due to refundable research and development credit | 42 | 149 | $ 500 | |
Increase (Decrease) in deferred tax liability | $ 1,100 | $ 2,400 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Accounts payable | $ 188 | $ 113 |
Accrued bonuses | 193 | |
Accrued legal fees | 186 | |
Accrued other professional fees | 75 | 77 |
Accrued accounting and auditing fees | 69 | 59 |
Insurance premium note | 1,651 | |
Accrued interest | 5 | |
Other | 39 | 33 |
Total accounts payable and accrued liabilities | $ 750 | $ 1,938 |
UNSECURED NOTES PAYABLE (Detail
UNSECURED NOTES PAYABLE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Balance | $ 150 | $ 3,661 |
Repayment | (1,020) | |
Amortization of debt discount | 76 | |
Value of notes exchanged in warrant exercise | (2,640) | |
Settlement in connection with disposition of PPL | (200) | |
Loss on extinguishment of debt | 223 | |
Proceeds from loan payable | 50 | |
Exchange of notes payable and accrued interest for iOx shares | (150) | |
Balance | 150 | |
Ppl [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance | 200 | |
Repayment | ||
Amortization of debt discount | ||
Value of notes exchanged in warrant exercise | ||
Settlement in connection with disposition of PPL | (200) | |
Loss on extinguishment of debt | ||
Proceeds from loan payable | ||
Exchange of notes payable and accrued interest for iOx shares | ||
Balance | ||
Iox [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance | 150 | 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 | |
Exchange of notes payable and accrued interest for iOx shares | (150) | |
Balance | 150 | |
Salva Rx [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance | 3,361 | |
Repayment | (1,020) | |
Amortization of debt discount | 76 | |
Value of notes exchanged in warrant exercise | (2,640) | |
Settlement in connection with disposition of PPL | ||
Loss on extinguishment of debt | 223 | |
Proceeds from loan payable | ||
Exchange of notes payable and accrued interest for iOx shares | ||
Balance |
UNSECURED NOTES PAYABLE (Deta_2
UNSECURED NOTES PAYABLE (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Sep. 08, 2021 | Sep. 30, 2020 | Jan. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Oct. 31, 2020 | Mar. 31, 2020 | |
IfrsStatementLineItems [Line Items] | |||||||
Aggregate principal amount of Unsecured Notes | $ 200 | ||||||
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. | ||||||
Shares received | 363,718 | ||||||
Portage | |||||||
IfrsStatementLineItems [Line Items] | |||||||
Number of exercise of warrants, issued | 12,083,395 | ||||||
Number of exercise of warrants, outstanding | 49,701 | ||||||
Salva Rx [Member] | |||||||
IfrsStatementLineItems [Line Items] | |||||||
Aggregate principal amount of Unsecured Notes | $ 3,960 | ||||||
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"). | ||||||
Unsecured Notes interest | 7% | ||||||
Fair value of warrant liabilities | $ 3,400 | ||||||
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, ($9.80 per share) and the warrant exercise (contract) price of $6.64 per share. | ||||||
Loss on extinguishment of debt | $ 220 | ||||||
Iox [Member] | |||||||
IfrsStatementLineItems [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. | ||||||
Issuance of unsecured notes, description | Company, through SalvaRx, completed a settlement of loans (including interest) to and receivables from iOx for services rendered in exchange for 23,772 ordinary shares of iOx at a price of £162. Simultaneously, the Company entered into an agreement with Oxford Sciences Innovation, Plc (“OSI”), the holder of $0.15 million notes plus accrued interest under which OSI exchanged the notes plus accrued interest for 820 shares of iOx. The Company followed the guidance provided by an IFRS Discussion Group Public Meeting dated November 29, 2016, following the general tenets of IAS 39, “Financial Instruments: Recognition and Measurement,” and IFRIC 19, “Extinguishing Financial Liabilities with Equity Instruments” and recorded the exchange at historical cost. Additionally, no profit or loss was recorded in connection with the exchange. As a result of these transactions, the Company, through SalvaRx, increased its ownership up from 60.49% to 78.32%. |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Current: | |||
Federal | |||
State and local | |||
Foreign | 42 | 149 | |
Current | 42 | 149 | |
Deferred: | |||
Federal | |||
State and local | |||
Foreign | (4,394) | (2,446) | |
Deferred | (4,394) | (2,446) | |
Provision for income taxes | $ (4,352) | $ (2,297) | $ (740) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Loss on ordinary activities before tax | $ 1,342 | |
Statutory U.S. income tax rate | 21% | 21% |
Loss at statutory income tax rate | $ 282 | |
Losses (unrecognized) | 282 | |
Income tax benefit (expense) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Loss on ordinary activities before tax | $ 4,127 | $ 1,218 | |
Statutory U.K. income tax rate | 19% | 19% | |
Loss at statutory income tax rate | $ 784 | $ 231 | |
Change (increase) in deferred income tax rate | (6,998) | ||
Recognition of deferred tax assets | 722 | ||
Foreign currency effect | 1,098 | (2,542) | |
Other adjustments | 96 | ||
Research and development credit | 42 | 149 | $ 500 |
Losses (unrecognized) | 231 | ||
Income tax expense | $ (4,352) | $ (2,297) |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Reserve Quantities [Line Items] | ||
Pre-tax (loss) | $ (14,817) | $ (14,892) |
Losses not subject to tax | 9,348 | 13,674 |
Taxable (loss) | (5,469) | (1,218) |
United State [Member] | ||
Reserve Quantities [Line Items] | ||
Pre-tax (loss) | (1,342) | |
Losses not subject to tax | ||
Taxable (loss) | (1,342) | |
B V I [Member] | ||
Reserve Quantities [Line Items] | ||
Pre-tax (loss) | (9,348) | (13,674) |
Losses not subject to tax | 9,348 | 13,674 |
Taxable (loss) | ||
Foreign [Member] | ||
Reserve Quantities [Line Items] | ||
Pre-tax (loss) | (4,127) | (1,218) |
Losses not subject to tax | ||
Taxable (loss) | $ (4,127) | $ (1,218) |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Deferred tax assets: | ||
Net operating loss | $ (3,253) | $ (1,689) |
Deferred tax asset (unrecognized) | 1,500 | 1,689 |
Deferred tax asset | (1,753) | |
Deferred tax liabilities: | ||
In-process research and development | 30,198 | 24,050 |
Deferred tax liability | 30,198 | 24,050 |
Net deferred tax liability | $ 28,445 | $ 24,050 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Jan. 08, 2019 | |
IfrsStatementLineItems [Line Items] | ||||
Research and development credit receivables | $ 200 | $ 600 | ||
Tax effect of tax losses | 231 | |||
Deferred tax liabilities | 28,445 | 24,050 | $ 19,800 | |
Deferred tax expense (income) | $ 2,200 | |||
Deferred Tax Expenses Return To Provision Adjustment | 400 | |||
Research and development credit | 42 | 149 | 500 | |
Increase (Decrease) in deferred tax liability | 1,100 | 2,400 | ||
Iox [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Research and development cash credits | 40 | 100 | ||
Tax effect of tax losses | 13,000 | 8,900 | $ 7,700 | |
Deferred tax liabilities | $ 28,400 | $ 24,100 |
WARRANT LIABILITY (Details)
WARRANT LIABILITY (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Mar. 31, 2022 USD ($) $ / shares shares | |
Warrant Liability | |
Warrants outstanding exercise price at beginning | $ / shares | $ 6.64 |
Warrants outstanding, shares at beginning | shares | 49,701 |
Warrants outstanding, amount at beginning | $ | $ 1,120 |
Exercise of warrants, exercise price | $ / shares | $ 6.64 |
Exercise of warrants, shares | shares | (15,813) |
Exercise of warrants, amount | $ | $ (235) |
Fair value adjustment , exercise price | $ / shares | |
Fair value adjustment, shares | shares | |
Fair value adjustment, amount | $ | $ (852) |
Warrants outstanding, exercise price, at end | $ / shares | $ 6.64 |
Warrants outstanding, shares at end | shares | 33,888 |
Warrants outstanding, amount, at end | $ | $ 33 |
WARRANT LIABILITY (Details Narr
WARRANT LIABILITY (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
IfrsStatementLineItems [Line Items] | |||
Gain (loss) of change in fair value of warrants | $ 900 | $ 800 | $ 20 |
Warrants [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Risk free interest rate | 1.06% | ||
Expected dividend | 0% | ||
Expected life | 6 months 10 days | ||
Expected volatility | 51.49% |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | |||
Capital Stock | ||||
Balance, Shares | [1] | 12,084,000 | 10,988,000 | |
Balance | $ 130,649 | $ 117,817 | ||
Shares issued in public offering and ATM, shares | 1,241,000 | [1] | ||
Shares issued in public offering and ATM | $ 27,216 | |||
Warrants exercised, shares | 16,000 | |||
Warrants exercised | $ 339 | |||
Shares issued for services, shares | 8,000 | 1,000 | [1] | |
Shares issued for services | $ 120 | $ 25 | ||
Shares issued in a private placement, net of issue costs, shares | 698,000 | [1] | ||
Shares issued in a private placement, net of issue costs | $ 6,732 | |||
Exchange of SalvaRx warrants for Portage warrants, shares | [1] | |||
Exchange of SalvaRx warrants for Portage warrants | $ 2,640 | |||
Settlement of non-controlling interest in SalvaRx, shares | [1] | |||
Settlement of non-controlling interest in SalvaRx | $ 2,451 | |||
To reflect warrants issued and outstanding (d), shares | [2] | [1] | ||
To reflect warrants issued and outstanding (d) | [2] | $ (330) | ||
Fair value adjustment for shares issued at a discount in SalvaRx, shares | 397,000 | [1] | ||
Fair value adjustment for shares issued at a discount in SalvaRx | $ 1,256 | |||
Expiration of unexercised stock options, shares | [1] | |||
Expiration of unexercised stock options | $ 58 | |||
Balance, Shares | 13,349,000 | 12,084,000 | [1] | |
Balance | $ 158,324 | $ 130,649 | ||
[1]Number of ordinary shares have been retroactively adjusted to reflect the impact of 100:1 reverse stock split on June 5, 2020.[2]Represents the contractual value of the Portage warrants, which was adjusted to fair value of $271 using the Black-Scholes model in the year ended March 31, 2021. |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jun. 24, 2022 | Sep. 30, 2020 | Jun. 16, 2020 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | ||
IfrsStatementLineItems [Line Items] | |||||||
Shares issued in a private placement, net of issue costs, shares | 698,000 | [1] | |||||
Shares price | $ 23 | ||||||
Shares issued in a private placement, net of issue costs | $ 6,732 | ||||||
Shares received | 363,718 | ||||||
Number of stock sold | 1,150,000 | 90,888 | |||||
Gross proceeds from stock sold | $ 26,500 | $ 2,600 | |||||
Net proceeds from stock sold | $ 2,500 | ||||||
Offering Cost | 1,800 | ||||||
Management, underwriting and selling expenses | $ 1,600 | ||||||
Salva Rx [Member] | |||||||
IfrsStatementLineItems [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 | |||||||
IfrsStatementLineItems [Line Items] | |||||||
Shares issued in a private placement, net of issue costs, shares | 698,145 | ||||||
Shares price | $ 10 | ||||||
Shares issued in a private placement, net of issue costs | $ 6,980 | ||||||
Directors [Member] | |||||||
IfrsStatementLineItems [Line Items] | |||||||
Shares issued in a private placement, net of issue costs, shares | 215,000 | ||||||
Shares issued in a private placement, net of issue costs | $ 2,150 | ||||||
[1]Number of ordinary shares have been retroactively adjusted to reflect the impact of 100:1 reverse stock split on June 5, 2020. |
STOCK OPTION RESERVE (Details)
STOCK OPTION RESERVE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
IfrsStatementLineItems [Line Items] | |||
Stock based compensation expense | $ 9,142 | $ 8,827 | $ 2,159 |
Non-controlling interests [member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance | 11,468 | 10,618 | |
Stock based compensation expense | 191 | 850 | |
Expiration of unexercised stock options | |||
Balance | 11,659 | 11,468 | 10,618 |
Stock Option Reserve [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance | 7,977 | 58 | |
Stock based compensation expense | 8,951 | 7,977 | |
Expiration of unexercised stock options | (58) | ||
Balance | $ 16,928 | $ 7,977 | $ 58 |
STOCK OPTION RESERVE (Details 1
STOCK OPTION RESERVE (Details 1) - $ / shares | 1 Months Ended | |||
Jan. 13, 2021 | Jan. 08, 2019 | Feb. 15, 2022 | Jan. 19, 2022 | |
iOx Option Plan [Member] | Unvested Options [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Grant date | November 28, 2016 | |||
Risk free interest rate | 2.60% | |||
Expected dividend | 0% | |||
Expected volatility | 80% | |||
Expected life | 1 year 3 months 18 days | |||
Fair value of stock | $ 4,630.35 | |||
Amended And Restated 2021 Equity Incentive Plan [Member] | Unvested Options [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Risk free interest rate | 0.48% | 1.99% | 1.09% | |
Expected dividend | 0% | 0% | 0% | |
Expected volatility | 144% | 111% | 116% | |
Expected life | 6 years | 6 years | 6 years 2 months 12 days | |
Fair value of stock | $ 17.11 | $ 7.20 | $ 8.74 | |
Amended And Restated 2021 Equity Incentive Plan [Member] | Vested Options [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Risk free interest rate | 0.48% | |||
Expected dividend | 0% | |||
Expected volatility | 139% | |||
Expected life | 5 years 6 months | |||
Fair value of stock | $ 16.66 |
STOCK OPTION RESERVE (Details 2
STOCK OPTION RESERVE (Details 2) - shares | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
PBI 2021 Equity Incentive Plan [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance | 868,000 | |
Granted | 343,400 | 868,000 |
Expired or forfeited | (60,000) | |
Balance | 1,151,400 | 868,000 |
Exercisable as at end | 405,997 | 116,666 |
P B I 2013 Equity Incentive Plan [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance | 2,980 | |
Granted | ||
Expired or forfeited | (2,980) | |
Balance | ||
Exercisable as at end | ||
iOx Option Plan (Subsidiary Plan) [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance | 1,924 | 2,599 |
Granted | ||
Expired or forfeited | (649) | (675) |
Balance | 1,275 | 1,924 |
Exercisable as at end | 1,275 | 1,604 |
STOCK OPTION RESERVE (Details 3
STOCK OPTION RESERVE (Details 3) - $ / shares | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
PBI 2021 Equity Incentive Plan [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Weighted average exercise price | $ 15.47 | $ 17.75 |
Weighted average remaining contractual life (in years) | 9 years 1 month 6 days | 9 years 9 months 14 days |
iOx Option Plan (Subsidiary Plan) [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Weighted average exercise price | $ 157.60 | $ 165.20 |
Weighted average remaining contractual life (in years) | 18 days | 11 months 12 days |
STOCK OPTION RESERVE (Details N
STOCK OPTION RESERVE (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Feb. 15, 2022 | Jan. 19, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Jan. 13, 2021 | |
IfrsStatementLineItems [Line Items] | ||||||
Stock options issued | 2,980 | |||||
Compensation expense | $ 8,900 | $ 8,000 | ||||
Amended And Restated 2021 Equity Incentive Plan [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Stock granted | 302,000 | |||||
Fair value per share | $ 10.22 | |||||
Compensation expense | 6,300 | |||||
iOx Option Plan [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Compensation expense | $ 200 | $ 900 | $ 2,200 | |||
Board of Directors | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Option issued | 350,000 | |||||
Consultants [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Option issued | 518,000 | |||||
Two Members [Member] | Amended And Restated 2021 Equity Incentive Plan [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Stock granted | 13,800 | |||||
Employees [Member] | Amended And Restated 2021 Equity Incentive Plan [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Stock granted | 288,200 | |||||
Director [Member] | Amended And Restated 2021 Equity Incentive Plan [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Stock granted | 13,800 | 135,740 | ||||
Fair value per share | $ 8.59 | $ 10.22 | ||||
2021 Equity Incentive Plan [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Option issued | 868,000 | |||||
Exercise price | $ 17.75 | |||||
Restricted stock units [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Stock granted | 243,000 | |||||
Fair value per share | $ 17.75 | |||||
Compensation expense | $ 4,300 |
(LOSS) PER SHARE (Details)
(LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator (in 000’$) | |||
Net loss attributable to owners of the Company | $ (16,870) | $ (15,833) | $ (5,333) |
Denominator (in 000’) | |||
Weighted average number of shares – Basic and Diluted | 13,060 | 11,733 | 10,952 |
Basic and diluted (loss) per share (Actual) | $ (1.29) | $ (1.35) | $ (0.49) |
(LOSS) PER SHARE (Details 1)
(LOSS) PER SHARE (Details 1) - shares | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Stock options [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Anti-dilutive effect on loss per share | 1,151,400 | 868,000 | 2,980 |
Restricted stock units [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Anti-dilutive effect on loss per share | 378,740 | 243,000 | |
Warrants [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Anti-dilutive effect on loss per share | 33,888 | 49,701 |
FINANCIAL INSTRUMENTS AND RIS_3
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 |
Financial assets | ||||
Cash and cash equivalents | $ 23,352 | $ 2,770 | $ 3,152 | $ 6,166 |
Prepaid expenses and other receivables | 2,176 | |||
Investments | ||||
Financial liabilities | ||||
Accounts payable and accrued liabilities | 1,938 | |||
Unsecured notes payable | 150 | |||
Warrant liability | 30 | |||
Amortized Cost [Member] | ||||
Financial assets | ||||
Cash and cash equivalents | 23,352 | |||
Prepaid expenses and other receivables | 1,480 | |||
Investments | ||||
Financial liabilities | ||||
Accounts payable and accrued liabilities | 750 | |||
Unsecured notes payable | ||||
Warrant liability | ||||
Fair Value To Other Comprehensive Income [Member] | ||||
Financial assets | ||||
Cash and cash equivalents | ||||
Prepaid expenses and other receivables | ||||
Investments | 9,082 | 9,144 | ||
Financial liabilities | ||||
Accounts payable and accrued liabilities | ||||
Unsecured notes payable | ||||
Warrant liability | $ 33 | $ 1,120 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Dec. 15, 2021 | Sep. 08, 2021 | Jul. 31, 2020 | Jan. 08, 2019 | Jan. 31, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
IfrsStatementLineItems [Line Items] | ||||||||
Portage paid Intensity | $ 83,437 | $ 77,088 | $ 62,132 | |||||
Interest incurred | 78,427 | $ 226,018 | ||||||
Accrued interest | 5,000 | |||||||
Repayments of advance to board Member of company | $ 1,000,000 | |||||||
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. | |||||||
Annual feesDescription | Additionally, the chairperson of each of the Audit Committee, Compensation Committee and Nomination Committee will be entitled to annual fees of $15,000, $12,000 and $8,000, respectively, payable quarterly in arrears. Members of those committees will be entitled to annual fees of $7,500, $6,000 and $4,000, respectively, payable quarterly in arrears. | |||||||
Chief Executive Officer [Member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Base salary | $ 618,000 | |||||||
Executives [Member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Base salary | $ 348,000 | |||||||
SalvaRx Group plc. [Member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Business combination acquisition percentage | 100% | |||||||
Exchange of common stock | 8,050,701 | |||||||
Cash Consideration From Issuance Of Shares | $ 92,600 | |||||||
Portage Glasgow Ltd. [Member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Wholly-owned subsidiary, description | PPL held 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 (see Note 8, “Disposition of PPL”). | |||||||
Accrued interest | 692,045 | |||||||
Principal paid to director | 805,000 | |||||||
Exchange of notes payable for SalvaRx warrants | $ 2,415,000 | |||||||
Warrants price | $ 6.64 | |||||||
Iox [Member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Issuance of unsecured notes, description | Company, through SalvaRx, completed a settlement of loans (including interest) to and receivables from iOx for services rendered in exchange for 23,772 ordinary shares of iOx at a price of £162. Simultaneously, the Company entered into an agreement with Oxford Sciences Innovation, Plc (“OSI”), the holder of $0.15 million notes plus accrued interest under which OSI exchanged the notes plus accrued interest for 820 shares of iOx. The Company followed the guidance provided by an IFRS Discussion Group Public Meeting dated November 29, 2016, following the general tenets of IAS 39, “Financial Instruments: Recognition and Measurement,” and IFRIC 19, “Extinguishing Financial Liabilities with Equity Instruments” and recorded the exchange at historical cost. Additionally, no profit or loss was recorded in connection with the exchange. As a result of these transactions, the Company, through SalvaRx, increased its ownership up from 60.49% to 78.32%. |
CAPITAL DISCLOSURES (Details Na
CAPITAL DISCLOSURES (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Capital Disclosures | ||
Payables and accrued expenses | $ 800 | $ 1,900 |
Current assets | 24,800 | 4,900 |
Shareholders' equity attributable to owners | $ 121,200 | $ 101,400 |
NON-CONTROLLING INTEREST (Detai
NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Non-controlling interest, at beginning | $ 46,153 | $ 49,110 |
Stock based compensation expense | 191 | 850 |
Exchange of notes payable, accrued interest and warrants for iOx shares | 184 | |
Exchange of SalvaRx warrants for Portage warrants in SalvaRx Notes settlement | (2,451) | |
Net (loss) attributable to non-controlling interest | (2,299) | (1,356) |
Non-controlling interest, at end | 44,229 | 46,153 |
Pgl [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Non-controlling interest, at beginning | (81) | |
Stock based compensation expense | ||
Exchange of notes payable, accrued interest and warrants for iOx shares | ||
Exchange of SalvaRx warrants for Portage warrants in SalvaRx Notes settlement | ||
Net (loss) attributable to non-controlling interest | 81 | |
Non-controlling interest, at end | ||
Salva Rx [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Non-controlling interest, at beginning | 2,451 | |
Stock based compensation expense | ||
Exchange of notes payable, accrued interest and warrants for iOx shares | ||
Exchange of SalvaRx warrants for Portage warrants in SalvaRx Notes settlement | (2,451) | |
Net (loss) attributable to non-controlling interest | ||
Non-controlling interest, at end | ||
Iox [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Non-controlling interest, at beginning | 46,173 | 46,712 |
Stock based compensation expense | 191 | 850 |
Exchange of notes payable, accrued interest and warrants for iOx shares | 184 | |
Exchange of SalvaRx warrants for Portage warrants in SalvaRx Notes settlement | ||
Net (loss) attributable to non-controlling interest | (1,847) | (1,389) |
Non-controlling interest, at end | 44,701 | 46,173 |
SaugatuckMember | ||
IfrsStatementLineItems [Line Items] | ||
Non-controlling interest, at beginning | (20) | 28 |
Stock based compensation expense | ||
Exchange of notes payable, accrued interest and warrants for iOx shares | ||
Exchange of SalvaRx warrants for Portage warrants in SalvaRx Notes settlement | ||
Net (loss) attributable to non-controlling interest | (452) | (48) |
Non-controlling interest, at end | $ (472) | $ (20) |
EVENTS AFTER THE BALANCE SHEE_2
EVENTS AFTER THE BALANCE SHEET DATE (Details Narrative) - Non-adjusting events after reporting period [member] - USD ($) $ in Thousands | 1 Months Ended | |||
Jul. 13, 2022 | Jul. 06, 2022 | Jul. 01, 2022 | Jul. 18, 2022 | |
Tarus [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Number of shares sold | 2,425,999 | |||
Proceeds from offering | $ 32,000 | |||
Lincoln [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Number of shares sold | 94,508 | |||
Proceeds from offering | $ 900 | |||
Encumbrances [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Number of shares sold | 1,070,000 | |||
Stimunity [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Convertible Note description | Company entered into a commitment with Stimunity to provide €600,000 under a Convertible Note with a maturity date of September 1, 2023 (the “Maturity Date”). The Convertible Note provides for interest at 7% per annum. The Convertible Note is automatically converted upon Stimunity commencing a Series A subscription round for €20 million. If such Subscription round is completed prior to the Maturity Date, the Company will be entitled to convert the Convertible Note at the subscription share price less 15%. Additionally, if subscribers create a new category of shares with additional rights of less than €5 million (the “Minimum Raise”), the Company will have the right to convert the Convertible Note and historical shares owned into the new category of shares. In the event that Stimunity does not close a subscription prior to the Maturity Date or raises less than the Minimum Raise, the Company will have the right to convert at €363.00 per share or the raise price less 15%, whichever is lower. The Convertible Note is expected to be funded by September 1, 2022. |