Cover
Cover | 6 Months Ended |
Sep. 30, 2023 | |
Cover [Abstract] | |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2023 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2024 |
Current Fiscal Year End Date | --03-31 |
Entity File Number | 001-40086 |
Entity Registrant Name | Portage Biotech Inc. |
Entity Central Index Key | 0001095435 |
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, Postal Zip Code | VG1110 |
Condensed Consolidated Interim
Condensed Consolidated Interim Statements of Financial Position (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 3,445 | $ 10,545 |
Prepaid expenses and other receivables | 2,393 | 2,689 |
Convertible note receivable | 429 | 442 |
Total current assets | 6,267 | 13,676 |
Non-current assets | ||
Investment in associate | 716 | 806 |
Investment in public company | 2,568 | 2,087 |
In-process research and development | 81,683 | 81,683 |
Deferred commitment fee | 839 | 839 |
Right to use asset | 278 | |
Other assets, including equipment, net | 49 | 38 |
Total non-current assets | 86,133 | 85,453 |
Total assets | 92,400 | 99,129 |
Current liabilities | ||
Accounts payable and accrued liabilities | 3,087 | 1,865 |
Lease liability - current, including interest | 49 | |
Total current liabilities | 3,136 | 1,865 |
Non-current liabilities | ||
Lease liability - non-current | 237 | |
Deferred tax liability | 9,501 | 10,564 |
Deferred purchase price payable - Tarus | 7,949 | 7,179 |
Deferred obligation - iOx milestone | 4,580 | 4,126 |
Total non-current liabilities | 22,267 | 21,869 |
Total liabilities | 25,403 | 23,734 |
Shareholders’ Equity | ||
Capital stock | 219,494 | 218,782 |
Stock option reserve | 22,716 | 21,204 |
Accumulated other comprehensive loss | (3,856) | (4,325) |
Accumulated deficit | (170,693) | (159,616) |
Total equity attributable to owners of the Company | 67,661 | 76,045 |
Non-controlling interest | (664) | (650) |
Total equity | 66,997 | 75,395 |
Total liabilities and equity | 92,400 | 99,129 |
Commitments and Contingent Liabilities (Note 15) |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Statements of Operations and Other Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Expenses | ||||
Research and development | $ 4,237 | $ 1,565 | $ 7,865 | $ 3,441 |
General and administrative expenses | 1,693 | 2,088 | 3,062 | 4,299 |
Loss from operations | (5,930) | (3,653) | (10,927) | (7,740) |
Change in fair value of deferred purchase price payable - Tarus and deferred obligation - iOx milestone | (113) | 70 | (1,224) | 70 |
Share of loss in associate accounted for using equity method | (40) | (56) | (90) | (116) |
Change in fair value of warrant liability | 24 | 25 | ||
Depreciation expense | (15) | (26) | ||
Foreign exchange transaction gain (loss) | (17) | (58) | 1 | (110) |
Interest income | 53 | 44 | 139 | 65 |
Interest expense | (10) | (9) | (16) | (9) |
Loss before benefit for income taxes | (6,072) | (3,638) | (12,143) | (7,815) |
Income tax benefit | 907 | 2,553 | 1,052 | 5,105 |
Net loss | (5,165) | (1,085) | (11,091) | (2,710) |
Other comprehensive income (loss) | ||||
Net unrealized gain on investments | (1,300) | 469 | ||
Total comprehensive loss for period | (6,465) | (1,085) | (10,622) | (2,710) |
Net (loss) income attributable to: | ||||
Owners of the Company | (5,158) | (949) | (11,077) | (2,678) |
Non-controlling interest | (7) | (136) | (14) | (32) |
Net loss | (5,165) | (1,085) | (11,091) | (2,710) |
Comprehensive (loss) income attributable to: | ||||
Owners of the Company | (6,458) | (949) | (10,608) | (2,678) |
Non-controlling interest | (7) | (136) | (14) | (32) |
Total comprehensive loss for period | $ (6,465) | $ (1,085) | $ (10,622) | $ (2,710) |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Operations and Other Comprehensive Income (Loss) (Unaudited) (Parenthetical) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Profit or loss [abstract] | ||||
Loss per share, basic | $ (0.29) | $ (0.06) | $ (0.62) | $ (0.18) |
Loss per share, diluted | $ (0.29) | $ (0.06) | $ (0.62) | $ (0.18) |
Weighted average shares outstanding, basic | 17,801 | 16,742 | 17,751 | 15,056 |
Weighted average shares outstanding, diluted | 17,801 | 16,742 | 17,751 | 15,056 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ 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, 2022 | $ 158,324 | $ 16,928 | $ 958 | $ (55,005) | $ 121,205 | $ 44,229 | $ 165,434 |
Beginning balance, shares at Mar. 31, 2022 | 13,349 | ||||||
IfrsStatementLineItems [Line Items] | |||||||
Share-based compensation expense | 2,401 | 2,401 | 2,401 | ||||
Shares issued in Tarus acquisition | $ 17,200 | 17,200 | 17,200 | ||||
Shares issued in Tarus acquisition, shares | 2,426 | ||||||
Shares issued in iOx exchange | $ 9,737 | 9,737 | (9,737) | ||||
Shares issued in iOx exchange, shares | 1,070 | ||||||
Deferred obligation - iOx milestone | (5,478) | (5,478) | |||||
Excess of non-controlling interest acquired over consideration - iOx | 29,609 | 29,609 | (29,609) | ||||
Shares issued to Lincoln for commitment fee under Committed Purchase Agreement | $ 900 | 900 | 900 | ||||
Shares issued to Lincoln for commitment fee under Committed Purchase Agreement, shares | 94 | ||||||
Shares issued or accrued for services | $ 60 | 60 | 60 | ||||
Shares issued or accrued for services, shares | 8 | ||||||
Net loss for period | (2,678) | (2,678) | (32) | (2,710) | |||
Ending balance, value at Sep. 30, 2022 | $ 215,830 | 19,329 | 958 | (57,683) | 178,434 | (627) | 177,807 |
Ending balance, shares at Sep. 30, 2022 | 16,947 | ||||||
Beginning balance, value at Mar. 31, 2023 | $ 218,782 | 21,204 | (4,325) | (159,616) | 76,045 | (650) | 75,395 |
Beginning balance, shares at Mar. 31, 2023 | 17,606 | ||||||
IfrsStatementLineItems [Line Items] | |||||||
Share-based compensation expense | 1,512 | 1,512 | 1,512 | ||||
Shares issued in Tarus acquisition | |||||||
Shares issued in Tarus acquisition, shares | |||||||
Shares issued in iOx exchange | |||||||
Shares issued in iOx exchange, shares | |||||||
Shares issued to Lincoln for commitment fee under Committed Purchase Agreement, shares | |||||||
Shares issued under ATM | $ 682 | 682 | 682 | ||||
Shares issued under ATM, shares | 186 | ||||||
Share issuance costs | $ (20) | (20) | (20) | ||||
Shares issued or accrued for services | $ 50 | 50 | 50 | ||||
Shares issued or accrued for services, shares | 16 | ||||||
Net unrealized gain on investments | 469 | 469 | 469 | ||||
Net loss for period | (11,077) | (11,077) | (14) | (11,091) | |||
Ending balance, value at Sep. 30, 2023 | $ 219,494 | $ 22,716 | $ (3,856) | $ (170,693) | $ 67,661 | $ (664) | $ 66,997 |
Ending balance, shares at Sep. 30, 2023 | 17,808 |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss for the period | $ (11,091) | $ (2,710) |
Adjustments for non-cash items: | ||
Share-based compensation expense | 1,512 | 2,401 |
Change in fair value of deferred purchase price payable – Tarus and deferred obligation – iOx milestone | 1,224 | (70) |
Decrease in deferred tax liability | (1,063) | (5,105) |
Share of loss in associate | 90 | 116 |
Fair value of shares issued for services | 50 | 60 |
Depreciation | 26 | |
Change in fair value of warrant liability | (25) | |
Foreign exchange transaction loss | 24 | |
Changes in operating working capital: | ||
Accounts receivable | 188 | (39) |
Prepaid expenses and other receivables | 98 | (23) |
Other assets | (3) | |
Accounts payable and accrued liabilities | 1,224 | 675 |
Other | 8 | |
Net cash used in operating activities | (7,745) | (4,688) |
Cash flows from investing activities: | ||
Purchase of convertible note receivable | (614) | |
Purchase of equipment | (3) | |
Net cash used in investing activities | (617) | |
Cash flows from financing activities: | ||
Proceeds from shares issued under ATM and Committed Purchase Agreement | 682 | |
Share issuance costs | (20) | |
Repayment of lease liability | (17) | |
Repayment of notes payable assumed in Tarus acquisition | (2,000) | |
Repayment of milestone obligation assumed in Tarus acquisition | (1,009) | |
Net cash provided by (used in) financing activities | 645 | (3,009) |
Decrease in cash and cash equivalents during period | (7,100) | (8,314) |
Cash and cash equivalents at beginning of period | 10,545 | 23,352 |
Cash and cash equivalents at end of period | 3,445 | 15,038 |
Supplemental disclosure of cash flow information: | ||
Net unrealized gain on investment in Intensity | 469 | |
Cash paid for interest | 13 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Right to use asset acquired | 303 | |
Lease liability incurred | 303 | |
Fair value of shares issued for Tarus | 17,200 | |
Fair value of shares issued for non-controlling interest purchase of iOx | 9,737 | |
Fair value of deferred purchase price payable - Tarus | 8,538 | |
Fair value of deferred obligation - iOx milestone | 5,478 | |
Liabilities assumed in Tarus acquisition | 3,000 | |
Fair value of shares issued for commitment fees - Committed Purchase | $ 900 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended |
Sep. 30, 2023 | |
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 Inc. (“PDS”), is located at 61 Wilton Road, Westport, CT, 06880, USA. The Company is a foreign private issuer under the Securities and Exchange Commission (the “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 immuno-oncology company advancing therapies that target known checkpoint resistance pathways to improve long-term treatment response and quality of life in patients with invasive cancers. Portage’s access to next-generation technologies coupled with a deep understanding of biological mechanisms enable the identification of clinical therapies and product development strategies that accelerate these medicines through the translational pipeline. Portage’s portfolio consists of four diverse platforms, with lead programs consisting of invariant natural killer T-cell (“iNKT”) engagers and a suite of treatments targeting the adenosine pathway. Additional programs leverage delivery by intratumorals, nanoparticles, liposomes, aptamers, and virus-like particles. Within these four platforms, Portage has 9 product candidates, of which five are pre-clinical and four of which are clinical stage. PORT-3 has been paused as the Company awaits more data. Additionally, PORT-7 is in Phase 1a from an Investigational New Drug perspective, though the Company has not commenced dosing patients, which it expects to commence in the first half of calendar year 2024, based upon available liquidity. On August 13, 2018, the Company reached a definitive agreement to acquire 100 8,050,701 In September 2021, the Company, through SalvaRx, exchanged certain notes, accrued interest, warrants and receivables in exchange for shares of iOx representing 17.83 60.49 78.32 See Note 16, “Related Party Transactions – Share Exchange Agreement – iOx,” for a further discussion. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Sep. 30, 2023 | |
Notes and other explanatory information [abstract] | |
GOING CONCERN | NOTE 2. GOING CONCERN As of September 30, 2023, the Company had cash and cash equivalents of approximately $ 3.4 3.1 11.1 7.7 7.2 The Company’s cash and cash equivalents balance is decreasing, and the Company will not generate positive cash flows from operations for the fiscal year ending March 31, 2024. The Company may have to delay, scale-back, or eliminate certain of its activities and other aspects of its operations until such time as the Company is successful in securing additional funding. The Company is exploring various dilutive and non-dilutive sources of funding, including equity and debt financings, strategic alliances, business development and other sources. The future success of the Company is dependent upon its ability to obtain additional funding. There can be no assurance, however, that the Company will be successful in obtaining such funding in sufficient amounts, on terms acceptable to the Company, or at all. As of the date of this filing, the Company currently anticipates that current cash and cash equivalents, excluding any potential proceeds from its “at-the-market” (“ATM”) offering program and Committed Purchase Agreement (as defined below) with Lincoln Park Capital Fund, LLC (“Lincoln”), will be sufficient to meet its anticipated cash requirements through the end of March 2024. Access to the Committed Purchase Agreement with Lincoln, is generally limited based on, among other things, the Company’s Nasdaq trading volume. Furthermore, under General Instruction I.B.5 to Form F-3 (the “Baby Shelf Rule”), the amount of funds the Company can raise through primary public offerings of securities in any 12-month period using its registration statement on Form F-3 is limited to one-third of the aggregate market value of the ordinary shares held by the Company’s non-affiliates, which limitation may change over time based on the Company’s stock price, number of ordinary shares outstanding and the percentage of ordinary shares held by non-affiliates. The Company is therefore limited by the Baby Shelf Rule as of the filing of this Form 6-K, until such time as our non-affiliate public float exceeds $ 75 The Company has incurred significant 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. The Company will require significant additional capital to make the investments it needs to execute its longer-term business plan, beyond the potential proceeds that could be reasonably generated from its ATM program and Committed Purchase Agreement with Lincoln given the Company’s current trading volume on Nasdaq. The Company’s ability to successfully raise sufficient funds through the sale of debt or equity securities when needed is subject to many risks and uncertainties and, future equity issuances would result in dilution to existing stockholders and any future debt securities may contain covenants that limit the Company's operations or ability to enter into certain transactions. See Note 20, “Events After the Balance Sheet Date – Sale of Ordinary Shares”, for a discussion of issuance of additional shares in October 2023. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Sep. 30, 2023 | |
Notes and other explanatory information [abstract] | |
BASIS OF PRESENTATION | NOTE 3. BASIS OF PRESENTATION Statement of Compliance and Basis of Presentation These condensed consolidated interim financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”), IAS 34 Interim Financial Reporting These condensed consolidated interim financial statements have been prepared on an historical cost basis except for items disclosed herein at fair value (see Note 17, “Financial Instruments and Risk Management”). In addition, these condensed consolidated interim 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 condensed consolidated interim financial statements were approved and authorized for issuance by the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board”) on November 28, 2023. Consolidation The condensed consolidated interim financial statements include the accounts of the Company and: (a) SalvaRx, a wholly-owned subsidiary, incorporated on May 6, 2015 in the British Virgin Islands; (b) iOx, a wholly-owned subsidiary incorporated in the U.K. on February 10, 2015. In September 2021, the Company, through SalvaRx, exchanged certain notes, accrued interest, warrants and receivables in exchange for shares of iOx representing 17.83 60.49 78.32 See Note 16, “Related Party Transactions – Share Exchange Agreement – iOx,” for a further discussion; (c) Saugatuck, a 70 (d) PDS, a 100 (e) SalvaRx LLC, a wholly-owned subsidiary through SalvaRx; (f) Saugatuck Rx LLC, a wholly-owned subsidiary of Saugatuck; and (g) Tarus Therapeutics, LLC (“Tarus”), a wholly-owned subsidiary of Portage. 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. As of September 30, 2023, non-controlling interest represents the 30 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 condensed consolidated interim 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 (including the Stimunity Convertible Note) (as defined below), deferred tax assets and liabilities, research and development costs, fair value used for acquisition of intangible assets, contingent consideration assumed and measurement of share-based compensation. Significant areas where critical judgments are applied include assessment of impairment of investments, in-process research and development and the determination of the accounting acquirer and acquiree in the business combination accounting. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 4. SIGNIFICANT ACCOUNTING POLICIES The accounting policies are set out in Note 4 to the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2023 (“Fiscal 2023”). These policies have been applied consistently to all periods presented in these condensed consolidated interim financial statements. Recent Accounting Pronouncements IFRS Pronouncements Issued Impact of Adoption of Significant New IFRS Standards in Fiscal 2023 (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 material effect on the Company’s annual consolidated financial statements or the condensed consolidated interim financial statements for the three and six months ended September 30, 2023. New Accounting Standards, Interpretations and Amendments Standards issued but not yet effective up to the date of issuance of the Company’s condensed consolidated interim 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) 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, 2024. The Company is currently evaluating the new guidance and impacts on its consolidated financial statements. (b) 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 consolidated financial statements. |
PREPAID EXPENSES AND OTHER RECE
PREPAID EXPENSES AND OTHER RECEIVABLES | 6 Months Ended |
Sep. 30, 2023 | |
Notes and other explanatory information [abstract] | |
PREPAID EXPENSES AND OTHER RECEIVABLES | NOTE 5. PREPAID EXPENSES AND OTHER RECEIVABLES Schedule of prepaid expenses and other receivables (In thousands) As of As of Prepaid clinical research costs $ 1,715 $ 1,653 Prepaid insurance 272 621 Prepaid offering costs 150 — Tax deposits 109 119 Other prepaid expenses 95 56 Other receivables 52 71 Research & development tax credits — 169 Total prepaid expenses and other receivables $ 2,393 $ 2,689 |
INVESTMENT IN ASSOCIATE AND CON
INVESTMENT IN ASSOCIATE AND CONVERTIBLE NOTE RECEIVABLE | 6 Months Ended |
Sep. 30, 2023 | |
Investment In Associate And Convertible Note Receivable | |
INVESTMENT IN ASSOCIATE AND CONVERTIBLE NOTE RECEIVABLE | NOTE 6. INVESTMENT IN ASSOCIATE AND CONVERTIBLE NOTE RECEIVABLE Details of the Company’s associate, Stimunity S.A. (“Stimunity”), as of September 30, 2023 and March 31, 2023 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 as of and for the six months ended September 30, 2023 and 2022: Schedule of investment in stimunity As of and for the Six Months Ended September 30, (In thousands) 2023 2022 Balance, beginning of period $ 806 $ 1,673 Share of loss (90 ) (116 ) Balance, end of period $ 716 $ 1,557 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 loss in equity in Stimunity of $ 40,000 56,000 90,000 116,000 Under the Shareholders’ Agreement entered into on June 1, 2020, 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, and (ii) the right to vote against any (a) issuances of additional securities that would call for Portage to waive its preferential subscription right, or (b) any dilutive issuance. On July 13, 2022, the Company entered into a commitment with Stimunity to provide Stimunity with €600,000 under a convertible note (the “Stimunity Convertible Note”) with a maturity date of September 1, 2023 (the “Maturity Date”), which was funded by the Company on September 12, 2022. The Stimunity Convertible Note provided for simple interest at 7% per annum. The Stimunity Convertible Note was to be automatically converted into Series A shares of Stimunity upon Stimunity completing a Series A round for at least €20 million. Also, the Company was entitled, in certain circumstances, to convert the Stimunity Convertible Note into Series A shares of Stimunity at the subscription share price less 15%. Also, if Stimunity completed a financing with a new category of shares (other than Common Shares or Series A shares of Stimunity) for at least €5 million (the “Minimum Raise”), the Company had the right to convert the Stimunity Convertible Note and the historical Series A shares of Stimunity owned into the new category of shares. Stimunity did not close a financing prior to the Maturity Date. The Company has not exercised its conversion rights to date. The Company is currently in discussions with Stimunity with respect to a restructuring of its overall interest in Stimunity. There can be no assurance that such negotiations will be successful, or that Stimunity will be successful in securing additional financing. The Company has evaluated the current financial markets, and the underlying assets of Stimunity and determined that the carrying value of its investment in Stimunity and the Convertible Note approximate the fair value at September 30, 2023. See Note 15, “Commitments and Contingent Liabilities – Stimunity Convertible Note,” for a further discussion. The Stimunity Convertible Note was initially recorded at $ 0.614 0.039 0.653 As of March 31, 2023, the Company determined that there were indications of impairment of both the investment in associate and the Stimunity Convertible Note receivable, based upon the inability of Stimunity to obtain financing. The Company performed an IAS 36 fair value analysis evaluating the likelihood of various scenarios given the then-current market conditions, the increasing cost of capital and development delays associated with Stimunity’s lack of liquidity. The Company recorded provisions of impairment of $ 0.607 0.211 0.806 0.442 During the three and six months ended September 30, 2023, the Company recorded an unrealized loss through OCI of $ 0.013 0.012 no |
INVESTMENT IN PUBLIC COMPANY
INVESTMENT IN PUBLIC COMPANY | 6 Months Ended |
Sep. 30, 2023 | |
Investment In Public Company | |
INVESTMENT IN PUBLIC COMPANY | NOTE 7. INVESTMENT IN PUBLIC COMPANY The following is a discussion of the Company’s investment in Intensity Therapeutics, Inc. (“Intensity”) as of September 30, 2023 and March 31, 2023. Intensity Therapeutics, Inc. In connection with the SalvaRx Acquisition in fiscal 2019, the Company acquired a $ 4.5 1 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 On October 28, 2021, Intensity filed a Form S-1 Registration Statement with the SEC to register shares for an IPO, which was declared effective by the SEC, but subsequently withdrawn prior to closing. In October and November of 2022, Intensity filed amendments to its Form S-1 Registration Statement, which reflected a proposed offering price in the range of $ 4.00 5.00 3.363 4.046 In April 2023, Intensity completed a 1:2 reverse stock split, which reduced the Company’s holdings to 644,229 4.00 5.00 2.087 5.322 2.087 On July 5, 2023, Intensity completed an IPO of its common stock selling 3,900,000 5.00 16.2 2,659 585,000 1.287 0.481 2.568 no 4.7 |
LEASE
LEASE | 6 Months Ended |
Sep. 30, 2023 | |
Notes and other explanatory information [abstract] | |
LEASE | NOTE 8. LEASE The Company entered into a lease of office space, which commenced on May 1, 2023. The lease provides for an original term of two years with an option to renew the lease for an additional term of three years. The Company has included the extension option in the lease analysis under IFRS 16, based upon management’s intentions. The Company calculated the lease liability using its incremental borrowing rate of 13%. The Company provided a $ 0.013 Schedule of lease liability Twelve Months Ended September 30, Amount 2024 $ 79 2025 81 2026 83 2027 85 2028 50 Total 378 Less: interest (92 ) Total lease liability 286 Lease liability - current 49 Lease liability - non-current $ 237 |
ACQUISITION OF TARUS
ACQUISITION OF TARUS | 6 Months Ended |
Sep. 30, 2023 | |
Acquisition Of Tarus | |
ACQUISITION OF TARUS | NOTE 9. ACQUISITION OF TARUS On July 1, 2022, the Company, its wholly-owned subsidiary, Portage Merger Sub I, Inc., its wholly-owned subsidiary, Portage Merger Sub II, LLC and Tarus Therapeutics, Inc., a Delaware corporation advancing adenosine receptor antagonists 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 Portage Merger Sub II, LLC 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 Biosciences Limited, dated October 29, 2019 (“Tarus License Agreement”), and the call option under the Tarus 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 (as defined in the Tarus License Agreement) 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 contract research organization (“CRO”) agreements and protocol related documents for Adenosine Compounds; 7. All current documents related to market research, forecasting, budgets and competitive intelligence; and 8. Rights to the use of Tarus Therapeutics’ name for regulatory purposes. As consideration for Tarus, the Company issued to former Tarus shareholders an aggregate of 2,425,999 18 32 · The Company also assumed $ 2 · Upon enrolling the first patient in a Phase 2 clinical trial utilizing Tarus’s adenosine receptor antagonists, the Company will pay an additional one-time milestone payment of $ 15 17 In connection with the acquisition of Tarus, the Company performed a fair value analysis of the assets acquired and liabilities assumed. The Company based the analysis on its clinical plan and timing of development events, and the probabilities of success determined primarily based upon empirical third party data and Company experience as well as the relevant cost of capital. In its fair value analysis, the Company used the Multi-Period Excess Earnings Method for PORT-6 and PORT-7 and the Replacement Cost Method for PORT-8 and PORT-9, determined based upon the maturity of the assets and the availability of sufficient data to measure fair value. The Company recorded the ordinary shares issued at $ 17.2 8.538 7.949 7.179 The following table summarizes the purchase price allocation to the fair value of assets acquired and liabilities assumed for Tarus: Schedule of fair value of assets acquired and liabilities assumed Assets: (In thousands) Identifiable intangible assets $ 28,200 Goodwill 538 Total assets $ 28,738 Consideration: Fair value of shares issued $ 17,200 Liabilities assumed 3,000 Deferred purchase consideration at fair value 8,538 Total liabilities $ 28,738 Pro forma Information Summary unaudited pro forma condensed results of operations for the six months ended September 30, 2022, assuming the Tarus acquisition had occurred at the beginning of the earliest period presented, are as follows: Schedule of pro forma information (In thousands) Six Months Ended Loss from operations $ (7,442 ) Loss before provision for income taxes $ (7,532 ) Net loss $ (2,427 ) Total comprehensive loss for period $ (2,427 ) Loss per share $ (0.15 ) There are no These pro forma results are not necessarily indicative of what would have occurred if the acquisition had been in effect for the period presented, and they may not be indicative of results expected in the future. |
IN-PROCESS RESEARCH AND DEVELOP
IN-PROCESS RESEARCH AND DEVELOPMENT AND DEFERRED TAX LIABILITY | 6 Months Ended |
Sep. 30, 2023 | |
In-process Research And Development And Deferred Tax Liability | |
IN-PROCESS RESEARCH AND DEVELOPMENT AND DEFERRED TAX LIABILITY | NOTE 10. 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 Value as of Project # Description September 30, 2023 March 31, 2023 iOx: PORT 2 (IMM60) Melanoma & Lung Cancers $ 36,181 $ 36,181 PORT 3 (IMM65) Ovarian/Prostate Cancers 21,709 21,709 57,890 57,890 Oncomer/Saugatuck DNA Aptamers 178 178 Tarus: PORT 6 & PORT 7 Adenosine Receptors 22,723 22,723 PORT 8 Adenosine Receptors 420 420 PORT 9 Adenosine Receptors 472 472 23,615 23,615 In-process research and development $ 81,683 $ 81,683 Deferred tax liability $ 13,020 $ 13,195 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 evaluated the then-current capital markets, the increasing costs of capital, and the delays in the timing of asset development and concluded that provisions for impairment were required during the year ended March 31, 2023 with respect to the iOx IPR&D and the Tarus IPR&D. The Company recognized an impairment of $ 59.320 117.210 57.890 4.585 28.2 23.615 Deferred tax liability represents iOx’s estimated tax on the difference between book and tax basis of the IPR&D, which is taxable in the U.K, and the effect of usable net operating loss carryforwards. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Sep. 30, 2023 | |
Notes and other explanatory information [abstract] | |
INCOME TAXES | NOTE 11. INCOME TAXES The Company is a BVI business company. The BVI government 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 (expense) benefit from income taxes consists of the following for the six months ended September 30, 2023 and 2022 (U.S. Dollars in thousands): Schedule of income taxes benefit Six Months Ended September 30, (In thousands) 2023 2022 Current: Federal $ (10 ) $ — State and local — — Foreign — — Total current (10 ) — Deferred: Federal — — State and local — — Foreign 1,062 5,105 Total deferred 1,062 5,105 Benefit from income taxes $ 1,052 $ 5,105 The following is a reconciliation of the U.S. taxes to the effective income tax rates for the six months ended September 30, 2023 and 2022 (U.S. Dollars in thousands): Schedule of reconciliation income tax rates Six Months Ended September 30, 2023 2022 (Loss) income on ordinary activities before tax $ (1,146 ) $ 188 Statutory U.S. income tax rate 21.0 % 21.0 % Income tax benefit (expense) at statutory income tax rate 241 (39 ) Share-based compensation expense recognized for financial statement purposes (281 ) — Other losses recognized (9 ) 39 Utilization of losses not previously benefitted 39 — Income tax (expense) $ (10 ) $ — As of September 30, 2023, the Company had $ 0.5 0.1 0.2 The following is a reconciliation of the U.K. taxes to the effective income tax rates for the six months ended September 30, 2023 and 2022 (U.S. Dollars in thousands): Schedule of effective income tax rates Six Months Ended September 30, 2023 2022 Loss on ordinary activities before tax $ (3,808 ) $ (3,207 ) Statutory U.K. income tax rate 25.0 % 19.0 % Loss at statutory income tax rate 952 609 Change from increase in deferred income tax rate — 192 Recognition of deferred tax assets — — Foreign currency effect 110 4,304 Income tax benefit $ 1,062 $ 5,105 Research and development credit receivables of $ 0.2 The following is a reconciliation of financial statement income (loss) to tax basis income (loss) (in thousands): Schedule of reconciliation of financial statement loss to tax basis loss Six Months Ended September 30, 2023 2022 United BVI United Total United BVI United Total Pre-tax loss $ (1,146 ) $ (7,189 ) $ (3,808 ) $ (12,143 ) $ (20 ) $ (4,588 ) $ (3,207 ) $ (7,815 ) Share-based compensation expense for financial statement purposes for which no benefit was taken 1,338 — — 1,338 — — — — Losses not subject to tax 41 7,189 — 7,230 — 4,588 — 4,588 Utilization of losses not previously benefitted (186 ) — — (186 ) 20 — — 20 Taxable income (loss) $ 47 $ — $ (3,808 ) $ (3,761 ) $ — $ — $ (3,207 ) $ (3,207 ) As of September 30, 2023 and March 31, 2023, the Company’s deferred tax assets and liabilities in the U.K. consisted of the effects of temporary differences attributable to the following (U.S. Dollars in thousands): Schedule of deferred tax assets and liabilities As of September 30, As of March 31, 2023 2023 Deferred tax assets: Net operating loss $ (5,019 ) $ (4,131 ) Deferred tax asset (unrecognized) 1,500 1,500 Deferred tax asset (3,519 ) (2,631 ) Deferred tax liabilities: In-process research and development 13,020 13,195 Deferred tax liability 13,020 13,195 Net deferred tax liability $ 9,501 $ 10,564 iOx generated no research and development cash credits recorded for the six months ended September 30, 2023 and 2022. As of September 30, 2023 and March 31, 2023, iOx had a net deferred tax liability of approximately $ 9.5 10.6 7 0.7 1.1 1.1 0.1 1 There is no expiration date for accumulated tax losses in the U.K. entities . |
CAPITAL STOCK
CAPITAL STOCK | 6 Months Ended |
Sep. 30, 2023 | |
Capital Stock | |
CAPITAL STOCK | NOTE 12. CAPITAL STOCK (a) Authorized ordinary shares : (b) The following is a roll-forward of Portage’s ordinary shares for the six months ended September 30, 2023 and 2022: Schedule of unlimited number of common shares without par value Six Months Ended September 30, 2023 2022 Ordinary Amount Ordinary Amount In 000’ In 000’$ In 000’ In 000’$ Balance, beginning of period 17,606 $ 218,782 13,349 $ 158,324 Shares issued under public offering and ATM, net of issue costs 186 662 — — Shares issued or accrued for services 16 50 8 60 Shares issued in Tarus acquisition — — 2,426 17,200 Shares issued in iOx exchange — — 1,070 9,737 Excess of non-controlling interest acquired over consideration – iOx — — — 29,609 Shares issued to Lincoln for commitment fee under Committed Purchase Agreement — — 94 900 Balance, end of period 17,808 $ 219,494 16,947 $ 215,830 Portage filed a shelf registration statement with the SEC under which it may sell ordinary shares, debt securities, warrants and units in one or more offerings from time to time, which became effective on March 8, 2021 (“Registration Statement”). In connection with the Registration Statement, Portage has filed with the SEC: · a base prospectus, which covers the offering, issuance and sale by Portage of up to $200,000,000 in the aggregate of the securities identified above from time to time in one or more offerings; · a prospectus supplement, which covers the offer, issuance and sale by Portage in its ATM offering of up to a maximum aggregate offering price of $ 50,000,000 · a prospectus supplement dated June 24, 2021, for the offer, issuance and sale by Portage of 1,150,000 26.5 · a prospectus supplement dated August 19, 2022, for the resale of up to $30,000,000 in ordinary shares that Portage may sell from time to time to Lincoln and an additional 94,508 shares that were issued to Lincoln. The Sales Agreement permits the Company to sell in an ATM program 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 the Company under the base prospectus. The sales under the prospectus will be deemed to be made pursuant to an ATM program as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (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. During Fiscal 2022, the Company sold 90,888 2.6 2.5 The Company has issued 2,425,999 See Note 9, “Acquisition of Tarus,” for a further discussion. On July 18, 2022, the Company entered into the iOx Share Exchange Agreement under which it exchanged 1,070,000 21.68 See Note 16, “Related Party Transactions – Share Exchange Agreement – iOx,” for a further discussion. On July 6, 2022, the Company entered into a Purchase Agreement (the “Committed Purchase Agreement”) with Lincoln, under which it may require Lincoln to purchase ordinary shares of the Company having an aggregate value of up to $30 million (the “Purchase Shares”) over a period of 36 months. Upon execution of the Committed Purchase Agreement, the Company issued to Lincoln 94,508 As discussed in Note 2, “Going Concern,” the Company’s access to the ATM program and the Committed Purchase Agreement is generally limited based on the Company’s trading volume on Nasdaq. From April 1, 2023 through September 30, 2023, the Company sold 186,604 0.7 In Fiscal 2023, the Company sold 166,145 0.9 480,000 2 |
STOCK OPTION RESERVE
STOCK OPTION RESERVE | 6 Months Ended |
Sep. 30, 2023 | |
Notes and other explanatory information [abstract] | |
STOCK OPTION RESERVE | NOTE 13. STOCK OPTION RESERVE (a) The following table provides the activity for the Company’s stock option reserve for the six months ended September 30, 2023 and 2022: Schedule of terms stock option reserve explanatory Six Months Ended September 30, 2023 2022 (In thousands) Non-Controlling Interest Stock Option Reserve Non-Controlling Interest Stock Option Reserve Balance, beginning of period $ — $ 21,204 $ 11,659 $ 16,928 Share-based compensation expense — 1,512 — 2,401 Settled in iOx exchange — — (11,659 ) — Balance, end of period $ — $ 22,716 $ — $ 19,329 Stock Options and Restricted Stock Units On June 25, 2020, at the annual meeting of shareholders, the Company’s incentive stock option plan (the “2020 Stock Option Plan”) was approved, which authorized the Company’s directors to fix the option exercise price and to issue stock options under the plan as appropriate. The Company’s 2020 Stock Option Plan was a 10% rolling stock option plan under which the Company’s directors were 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 (“RSUs”) 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 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 ordinary shares available for awards to 2,001,812, which is equal to 15% of the issued and outstanding ordinary shares 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 ordinary shares not to exceed an additional 5% of the aggregate number of shares then outstanding; (2) The authorization of incentive stock options 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 13,800 288,200 Additionally, the Company granted 135,740 10.22 grant date, will be settled and delivered in accordance with the Settlement Triggers and will expire on January 19, 2032. On February 15, 2022, James Mellon, Linda Kozick and Mark Simon were appointed to the Board. 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 from 2016 to August 14, 2020. On February 15, 2022, in connection with the appointments, each of these directors was granted 13,800 8.59 On June 8, 2022, the Company granted 50,000 11.00 On July 27, 2022, the Company granted 15,900 10.06 On March 30, 2023, the Board unanimously approved to increase the maximum number of ordinary shares reserved for issuance under the Amended and Restated 2021 Equity Incentive Plan. The aggregate number of shares reserved for awards under the Amended and Restated 2021 Equity Incentive Plan was increased by 879,180 5 2,880,992 16 2,880,992 2,342,160 538,832 On March 30, 2023, the Company granted an aggregate of 746,120 2.92 March 30, 2033 14,600 87,600 651,020 7,500 grant date. (b) The changes in the number of options issued for the six months ended September 30, 2023 and 2022 were: Schedule of outstanding stock options Six Months Ended September 30, 2023 2022 2023 2022 PBI Amended and Restated iOx Option Plan Balance, beginning of period 1,963,420 1,151,400 — 1,275 Granted — 65,900 — — Expired or forfeited — — — (1,275 ) Balance, end of period 1,963,420 1,217,300 — — Exercisable, end of period 769,213 414,930 — — (c) The following is the weighted average exercise price and the remaining contractual life for outstanding options by plan as of September 30, 2023 and 2022: Schedule of weighted average exercise price and remaining contractual life As of September 30, 2023 2022 2023 2022 PBI Amended and Restated iOx Option Plan Weighted average exercise price $ 10.53 15.19 $ — $ — Weighted average remaining contractual life (in years) 8.36 8.66 — — 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 for all options outstanding as of September 30, 2023 and March 31, 2023, except for 7,500 738,620 The Company recorded approximately $ 0.7 1.2 1.5 2.4 2.6 As of September 30, 2022, the Company’s iOx stock option plan was fully vested. The iOx stock option plan expired on May 5, 2022 and all outstanding stock option awards issued under the iOx stock option plan expired. |
(LOSS) PER SHARE
(LOSS) PER SHARE | 6 Months Ended |
Sep. 30, 2023 | |
Profit or loss [abstract] | |
(LOSS) PER SHARE | NOTE 14. (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 period. 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 period 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 (U.S. Dollars in thousands, except per share amounts): Schedule of basic and diluted EPS calculations Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Numerator (in 000’$) Net loss attributable to owners of the Company $ (5,158 ) $ (949 ) $ (11,077 ) $ (2,678 ) Denominator (in 000’) Weighted average number of shares – Basic and Diluted 17,801 16,742 17,751 15,056 Basic and diluted (loss) per share $ (0.29 ) $ (0.06 ) $ (0.62 ) $ (0.18 ) The inclusion of the Company’s stock options, RSUs 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 three and six months ended September 30, 2023 and 2022. The following table reflects the Company’s 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 September 30, 2023 2022 Stock options 1,963,420 1,217,300 Restricted stock units 378,740 378,740 |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 6 Months Ended |
Sep. 30, 2023 | |
Notes and other explanatory information [abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 15. COMMITMENTS AND CONTINGENT LIABILITIES Effective March 15, 2022, iOx entered into a Master Services Agreement (the “MSA”) with Parexel International (IRE) Limited (“Parexel”) under which Parexel agreed to act as clinical service provider (CRO) pursuant to a work order (“Work Order”) effective June 1, 2022. Pursuant to such Work Order, Parexel will operate a Phase 2 trial of IMM60 and pembrolizumab in advanced melanoma and non-small lung cancer. The MSA provides for a five-year term, and the Work Order provides for a term to be ended upon the completion of the services required. The budget provides for service fees and pass-through expenses and clinical sites totaling $11.5 million. During Fiscal 2023, the Company executed two change orders resulting in a $0.6 million increase in the overall estimated budgeted costs. On March 1, 2023, Tarus entered into a clinical service agreement with Fortrea Inc. (formerly Labcorp Drug Development Inc.), a third-party CRO. The term of the agreement is through the earlier of August 14, 2025 or the completion of provision of services and the payment of contractual obligations. The budgeted costs for the services to be provided is approximately $ 12.1 Stimunity Convertible Note On July 13, 2022, the Company entered into a commitment with Stimunity to provide Stimunity with € 600,000 7 20 Committed Purchase Agreement On July 6, 2022 (the “Signing Date”), the Company entered into the Committed Purchase Agreement with Lincoln, pursuant to which the Company may require Lincoln to purchase ordinary shares having an aggregate value of up to $ 30 Upon execution of the Committed Purchase Agreement, the Company issued to Lincoln 94,508 0.9 0.839 The Committed 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-year anniversary of the Signing Date, excluding, however, an at-the-market transaction with a registered broker-dealer. In connection with the Committed Purchase Agreement, the Company and Lincoln entered into a Registration Rights Agreement, dated July 6, 2022 (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to file with the SEC the 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 Committed Purchase Agreement. The prospectus supplement was filed on August 19, 2022. Access to the Committed Purchase Agreement with Lincoln is generally limited based on, among other things, the Company’s Nasdaq trading volume. Furthermore, under the Baby Shelf Rule, the amount of funds the Company can raise through primary public offerings of securities in any 12-month period using its registration statement on Form F-3 is limited to one-third of the aggregate market value of the ordinary shares held by the Company’s non-affiliates, which limitation may change over time based on the Company’s stock price, number of ordinary shares outstanding and the percentage of ordinary shares held by non-affiliates. The Company is therefore limited by the Baby Shelf Rule as of the filing of this Form 6-K, until such time as its non-affiliate public float exceeds $ 75 The Company is obligated under the Merger Agreement and the iOx Share Exchange Agreement to pay certain third party earnouts based on the achievement of certain milestones. See Note 9, “Acquisition of Tarus,” and Note 16 , “Related Party Transactions – Share Exchange Agreement – iOx,” |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Sep. 30, 2023 | |
Related party transactions [abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 16. RELATED PARTY TRANSACTIONS SalvaRx Acquisition Two of the Company’s directors are also directors of SalvaRx Group plc, a company which owns approximately 4.1% of the Company’s issued and outstanding ordinary shares as of September 30, 2023. Investments The Company has entered into related party transactions and certain services agreements with its investees. Key management personnel of the Company have 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, including directors and senior management of the Company. The following subsidiaries and associates are considered related parties: (a) Stimunity (b) iOx (c) Saugatuck (d) Intensity (e) Portage Development Services Inc The following are related party balances and transactions other than those disclosed elsewhere in the condensed consolidated interim financial statements: 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 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 of iOx from 60.49% to 78.32%. Share Exchange Agreement – iOx On July 18, 2022, the Company and SalvaRx entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with each of the minority shareholders of iOx (the “Sellers”) resulting in the acquisition of the outstanding non-controlling ownership interest (approximately 22%) of iOx, which is developing the iNKT engager platform. The Company followed IFRS 3, “Business Combinations,” and IAS 27, “Separate Financial Statements,” (which substantially replaced IAS 3) to account for this transaction. The Company achieved control of iOx, as defined, on January 8, 2019 upon the completion of the SalvaRx Acquisition. Further transactions whereby the parent entity acquires further equity interests from non-controlling interests, or disposes of equity interests but without losing control, are accounted for as equity transactions (i.e., transactions with owners in their capacity as owners). As such: · the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary; · any difference between the amount by which the non-controlling interests is adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the parent; and · there is no consequential adjustment to the carrying amount of goodwill, and no gain or loss is recognized in profit or loss. The Company now owns the worldwide rights to its small molecule iNKT engagers, including lead programs PORT-2 and PORT-3. Under the terms of the Share Exchange Agreement, each Seller sold to the Company, and the Company acquired 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 shares to the Company under the Share Exchange Agreement, the Sellers shall have the contingent right to receive additional shares (“Earnout Shares”) from the Company having an aggregate value equal to $25 million calculated at the Per Share Earnout Price (as defined in the Share Exchange Agreement) 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/engager) 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 settle the Earnout Shares in cash. The Company followed IFRS 3 and IAS 32, “Financial Instruments: Presentation,” to account for the fair value of the Earnout Shares. The principal assumptions for determining the fair value include the timing of development events, the probabilities of success and the discount rate used. The fundamental principle of IAS 32 is that a financial instrument should be classified as either a financial liability or an equity instrument according to the substance of the contract, not its legal form, and the definitions of financial liability and equity instrument. A financial instrument is an equity instrument if, and only if, both conditions (a) and (b) below are met: (a) the instrument includes no contractual obligation to deliver cash or another financial asset to another entity, and (b) if the instrument will or may be settled in the Company’s own equity instruments, it is either: (i) a non-derivative that includes no contractual obligation for the Company to deliver a variable number of its own equity instruments; or (ii) a derivative that will be settled only by the issuer exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments. When a derivative financial instrument gives one party a choice over how it is settled (for instance, the Company or the holder can choose settlement net in cash or by exchanging shares for cash), it is a financial asset or a financial liability unless all of the settlement alternatives would result in it being an equity instrument. The financial instrument includes the exclusive right of the Company to settle the obligation with cash or equity and, accordingly, accounted for the fair value of the Earnout Shares as a non-current liability. The Company recorded $5.478 million as the fair value estimate of the Earnout Shares, which is reflected as deferred obligation - iOx milestone on the condensed consolidated interim statements of financial position included herein. The Company will determine the fair value of the Earnout Shares at each balance sheet date. Any change to the fair value will be recorded in the Company’s statements of operations and other comprehensive income (loss). The Company recorded a (loss) from the change (increase) in the fair value of the liability of $ 0.028 0.454 Employment Agreements PDS entered into a Services Agreement with the Company’s CEO effective December 15, 2021 (the “CEO Services Agreement”). The CEO Services Agreement originally provided for a base salary of $ 618,000 Under the CEO Services Agreement, the CEO may terminate his employment with PDS at any time for Good Reason (as defined in the CEO Services Agreement). PDS may terminate the CEO’s employment immediately upon his death, upon a period of disability or without Just Cause (as defined in the CEO Services Agreement). In the event that the CEO’s employment is terminated due to his death or Disability (as defined in the CEO Services Agreement), for Good Reason or without Just Cause, he will be entitled to accrued obligations (accrued unpaid portion of base salary, accrued unused vacation time and any unpaid expenses). Additionally, he may be entitled to Severance Benefits (as defined in the CEO Services Agreement), 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 PDS 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 in the CEO Services Agreement), 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 PDS is terminated by PDS 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 12 months following the effective date of a Change in Control (as defined in the CEO Services Agreement), then, in addition to paying or providing the CEO with the Accrued Obligations (as defined in the CEO Services Agreement), the Company will provide the following Change in Control Severance Benefits (as defined in the CEO Services Agreement): (1) PDS will pay the base salary continuation benefit for 18 months; (2) PDS will pay the life insurance benefit for 18 months; (3) PDS will pay an additional amount equivalent to the CEO’s target annual bonus calculated using the bonus percentage for the performance year in which the CEO’s termination occurs. This bonus will be paid in 12 equal installments commencing on the first payroll date that is more than 60 days following the date of termination of the CEO’s employment, with the remaining installments occurring on the first day of the month for the 11 months thereafter; (4) PDS will provide the CEO with continued medical and dental benefits, as described above, for 18 months; and (5) 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. PDS entered into services agreements (individually, an “Executive Service Agreement,” and collectively, the “Executive Service Agreements”) with each of the Company’s five other members of senior management (individually, “Executive” and collectively, “Executives”), three of which are dated as of December 1, 2021, one of which is dated December 15, 2021 and one of which is dated June 1, 2022. Each of the Executive Services Agreements provides for an initial term of two years that is automatically renewed for one-year periods (except two of the Executive Services Agreement, which provides for an initial term of one year and that is automatically renewed for one-year periods). The Executive Services Agreements initially provided for annual base salaries ranging from $ 175,000 348,000 30 40 On December 19, 2022, the Compensation Committee approved executive compensation (other than for the CEO) for Fiscal Year 2024 for annual base salaries ranging from $ 183,750 469,000 30 40 The Executive Services Agreements can be terminated by PDS without Just Cause, by death or Disability, or by the Executive (except one) for Good Reason (each as defined in the respective Executive Services Agreements). In such instances, the Executive Services Agreements provide for the payment of accrued obligations (accrued unpaid portion of base salary, accrued unused vacation time and any unpaid expenses). Additionally, the Executives (except two) 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 PDS 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 in the respective Executive Services Agreements), and the exercise period for such stock options will be increased by a period of two years from the Termination Date. If an Executive’s employment by PDS is terminated by the Company or any successor entity without Just Cause (not including termination by virtue of the Executive’s death or Disability) or by the Executive (except one) for Good Reason within 12 months following the effective date of a Change in Control (as defined in the respective Executive Services Agreements), then, in addition to paying or providing the Executive with the Accrued Obligations (as defined in the respective Executive Services Agreements), the Company will provide the following Change in Control Severance Benefits (as defined in the respective Executive Services Agreements), except in two cases in which the Executive is entitled to Item (5) and 50% of Items (1) and (3) below: (1) PDS will pay the base salary continuation benefit for 12 months; (2) PDS will pay the life insurance benefit for 12 months; (3) The Company will pay an additional amount equivalent to the Executive’s target annual bonus calculated using the bonus percentage for the performance year in which the Executive’s termination occurs. This bonus will be payable in 12 equal installments commencing on the first payroll date that is more than 60 days following the date of termination of the Executive’s employment, with the remaining installments occurring on the first day of the month for the 11 months thereafter; (4) PDS will provide the Executive with continued medical and dental benefits, as described above, for 12 months; and (5) All stock options (and any other unvested equity incentive award) held by the Executive relating to shares of PDS or the Company 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 Executive Services Agreements also include customary confidentiality, as well as provisions relating to assignment of inventions. The Executive Services Agreements also includes non-competition and non-solicitation of employees and customers provision that run during the Executive’s employment with PDS and for a period of one year after termination of employment. Bonuses & Board Compensation Arrangements In December 2022, the Board approved executive performance bonuses, as recommended by the Compensation Committee, totaling $ 0.6 73.5 0.4 Effective January 1, 2022, each non-employee Board member are entitled to receive cash Board fees of $40,000 per annum, payable quarterly in arrears. Additionally, each non-employee Board member is entitled to an annual grant of 6,900 options to purchase Portage ordinary shares, which would vest the first annual anniversary of the grant date. The Company incurred Board fees totaling $ 82,500 165,000 157,500 Non-employee Board chairpersons are entitled to an annual cash fee of $30,000, payable quarterly in arrears. In lieu of a non-executive chairperson, the lead director is entitled to an annual cash fee of $20,000 per annum paid quarterly in arrears. Additionally, the chairperson of each of the Audit Committee, Compensation Committee and Nominating Committee of the Board is entitled to annual fees of $15,000, $12,000 and $8,000, respectively, payable quarterly in arrears. Members of those committees are 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 | 6 Months Ended |
Sep. 30, 2023 | |
Notes and other explanatory information [abstract] | |
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | NOTE 17. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT The Company’s financial instruments recognized in the Company’s condensed consolidated interim 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; and therefore, these estimates cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The following table summarizes the Company’s financial instruments as of September 30, 2023 and March 31, 2023: Schedule of financial instruments As of September 30, 2023 As of March 31, 2023 Amortized FVTOCI FVTPL Amortized FVTOCI FVTPL Financial assets Cash and cash equivalents $ 3,445 $ — $ — $ 10,545 $ — $ — Prepaid expenses and other receivables $ 2,393 $ — $ — $ 2,689 $ — $ — Convertible note receivable, including accrued interest, net of impairment $ — $ — $ 429 $ — $ — $ 442 Investment in associate $ — $ — $ 716 $ — $ — $ 806 Investment in public company $ — $ 2,568 $ — $ — $ 2,087 $ — As of September 30, 2023 As of March 31, 2023 Amortized FVTPL Amortized FVTPL Financial liabilities Accounts payable and accrued liabilities $ 3,087 $ — $ 1,865 $ — Lease liability - current $ 49 $ — $ — $ — Lease liability - non-current $ 237 $ — $ — $ — Deferred purchase price payable - Tarus $ — $ 7,949 $ — $ 7,179 Deferred obligation - iOx milestone $ — $ 4,580 $ — $ 4,126 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 public entities, accounts payable and accrued liabilities, lease liability, deferred purchase price payable and deferred obligation. 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 Associate: 0.607 0.806 Convertible Note Receivable: 0.614 0.039 0.653 0.211 0.442 0.013 0.012 The Stimunity Convertible Note matured on September 1, 2023 but has not been settled. The Stimunity Convertible Note was to be automatically converted into Series A shares of Stimunity upon Stimunity completing a Series A round for at least € 20 15 Investment in Public Company Accrued Equity Issuable: Lease Liability - Current Lease Liability - Non-Current: Deferred Purchase Price Payable - Tarus: 0.085 0.770 0.016 7.949 7.179 Deferred Obligation - iOx Milestone: 0.028 0.454 0.054 4.580 4.126 Fair Value Hierarchy The investment in public company (Intensity) was transferred from Level 3 to Level 1 of the fair value hierarchy for the six months ended September 30, 2023 as the result of Intensity’s IPO. For Fiscal 2023, the fair value of the investment was determined based on an IAS 36 impairment analysis after determining there were external indications of impairment (Level 3). See Note 7, “Investment in Public Company.” The Company’s financial instruments are exposed to certain financial risks: Credit Risk, Liquidity Risk and Foreign Currency Risk. Credit Risk Credit risk is the risk of loss associated with a counterparty’s inability to fulfill 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 condensed consolidated interim statements of financial position. Cash and cash equivalents: As of September 30, 2023 and March 31, 2023, cash equivalents was comprised of a money market account with maturities less than 90 days from the date of purchase. 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 current 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. 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, “Going Concern,” and Note 12, “Capital Stock,” for a discussion of the Company’s share offering and Note 15, “Commitments and Contingent Liabilities – Committed Purchase Agreement,” for a further discussion. Foreign Currency Risk While the Company operates in various jurisdictions, substantially all of the Company’s transactions are denominated in the U.S. Dollar, except the deferred tax liability in the U.K. settleable in British pound sterling and the Stimunity Convertible Note receivable settleable in euros. |
CAPITAL DISCLOSURES
CAPITAL DISCLOSURES | 6 Months Ended |
Sep. 30, 2023 | |
Capital Disclosures | |
CAPITAL DISCLOSURES | NOTE 18. CAPITAL DISCLOSURES The Company considers the items included in shareholders’ equity as capital. The Company had accounts payable and accrued liabilities of approximately $ 3.1 0.049 1.9 6.3 13.7 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 September 30, 2023, shareholders’ equity attributable to the owners of the company was approximately $ 67.7 76 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 six months ended September 30, 2023 and 2022. |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 6 Months Ended |
Sep. 30, 2023 | |
Notes and other explanatory information [abstract] | |
NON-CONTROLLING INTEREST | NOTE 19. NON-CONTROLLING INTEREST Schedule of non-controlling interest (In thousands) iOx Saugatuck Total Non-controlling interest as of April 1, 2023 $ — $ (650 ) $ (650 ) Net loss attributable to non-controlling interest — (14 ) (14 ) Non-controlling interest as of September 30, 2023 $ — $ (664 ) $ (664 ) (In thousands) iOx Saugatuck Total Non-controlling interest as of April 1, 2022 $ 44,701 $ (472 ) $ 44,229 Net income (loss) attributable to non-controlling interest 123 (155 ) (32 ) Purchase of non-controlling interest pursuant to Share Exchange Agreement (44,824 ) — (44,824 ) Non-controlling interest as of September 30, 2022 $ — $ (627 ) $ (627 ) 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. On July 18, 2022, the Company completed the acquisition of the remaining non-controlling interest in iOx, by issuing 1,070,000 shares of its ordinary shares and assuming certain milestone obligations. See Note 16, “Related Party Transactions – Share Exchange Agreement – iOx” for a discussion of the Company’s purchase of the balance of the non-controlling interest in iOx. Saugatuck and subsidiary includes Saugatuck and its wholly-owned subsidiary, Saugatuck Rx LLC. |
EVENTS AFTER THE BALANCE SHEET
EVENTS AFTER THE BALANCE SHEET DATE | 6 Months Ended |
Sep. 30, 2023 | |
Events After Balance Sheet Date | |
EVENTS AFTER THE BALANCE SHEET DATE | NOTE 20. EVENTS AFTER THE BALANCE SHEET DATE Sale of Ordinary Shares On September 29, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional and accredited investor in connection with a registered direct offering (the “Registered Direct Offering”) and a concurrent private placement (the “Private Placement,” and together with the Registered Direct Offering, the “Offerings”). The Offerings closed on October 3, 2023. Pursuant to the Purchase Agreement, in the Registered Direct Offering, the Company sold (i) 1,970,000 shares of the Company’s ordinary shares at a purchase price of $1.90 per share and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,187,895 ordinary shares, at a purchase price of $1.899 per Pre-Funded Warrant. Each Pre-Funded Warrant is exercisable for one ordinary share at an exercise price of $0.001 per share, is immediately exercisable, and will expire when exercised in full. In the Private Placement, the Company issued to such institutional and accredited investor unregistered warrants to purchase up to 3,157,895 3,157,895 3,157,895 9,473,685 1.90 18 2.26 2.26 5.3 Pursuant to an engagement letter, dated as of August 26, 2023, between the Company and H.C. Wainwright & Co., LLC (the “Placement Agent”), the Company paid the Placement Agent a total cash fee equal to 6.0 0.36 1.0 0.06 75,000 15,950 157,895 5.0 2.375 The Company filed a registration statement on Form F-1 to register for resale the Private Warrant Shares and the ordinary shares issuable upon the exercise of Placement Agent Warrants (the “Resale Registration Statement”), which was declared effective by the SEC on November 7, 2023. The Company shall use its commercially reasonable efforts to keep the Resale Registration Statement effective at all times until such institutional and accredited investor (and its successors and assigns) owns any Private Warrants or ordinary shares issuable upon exercise thereof. Pursuant to the terms of the Purchase Agreement, the Company is prohibited from issuing or entering into any agreement to issue ordinary shares or Ordinary Share Equivalents (as defined in the Purchase Agreement) involving a Variable Rate Transaction (as defined in the Purchase Agreement), which includes an equity line of credit or an at-the-market facility, for a period commencing on September 29, 2023 and expiring six months from the closing date of the Offerings. If a Fundamental Transaction (as defined in the Warrants) occurs, then the successor entity will succeed to, and be substituted for the Company, and may exercise every right and power that the Company may exercise and will assume all of the Company’s obligations under the Warrants with the same effect as if such successor entity had been named in the Warrants themselves. If holders of ordinary shares are given a choice as to the securities, cash or property to be received in such a Fundamental Transaction, then the holders of the Warrants shall be given the same choice as to the consideration they would receive upon any exercise of the Warrants following such a Fundamental Transaction. Additionally, as more fully described in the Series B Warrants, Series C Warrants and Placement Agent Warrants, in the event of certain Fundamental Transactions, the holders of the Series B Warrants, Series C Warrants and Placement Agent Warrants will be entitled to receive cash consideration in an amount equal to the Black Scholes value of the Series B Warrants, Series C Warrants and Placement Agent Warrants, as the case may be, upon the consummation of such Fundamental Transaction. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements IFRS Pronouncements Issued Impact of Adoption of Significant New IFRS Standards in Fiscal 2023 (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 material effect on the Company’s annual consolidated financial statements or the condensed consolidated interim financial statements for the three and six months ended September 30, 2023. New Accounting Standards, Interpretations and Amendments Standards issued but not yet effective up to the date of issuance of the Company’s condensed consolidated interim 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) 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, 2024. The Company is currently evaluating the new guidance and impacts on its consolidated financial statements. (b) 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 consolidated financial statements. |
PREPAID EXPENSES AND OTHER RE_2
PREPAID EXPENSES AND OTHER RECEIVABLES (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Notes and other explanatory information [abstract] | |
Schedule of prepaid expenses and other receivables | Schedule of prepaid expenses and other receivables (In thousands) As of As of Prepaid clinical research costs $ 1,715 $ 1,653 Prepaid insurance 272 621 Prepaid offering costs 150 — Tax deposits 109 119 Other prepaid expenses 95 56 Other receivables 52 71 Research & development tax credits — 169 Total prepaid expenses and other receivables $ 2,393 $ 2,689 |
INVESTMENT IN ASSOCIATE AND C_2
INVESTMENT IN ASSOCIATE AND CONVERTIBLE NOTE RECEIVABLE (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Investment In Associate And Convertible Note Receivable | |
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 | Schedule of investment in stimunity As of and for the Six Months Ended September 30, (In thousands) 2023 2022 Balance, beginning of period $ 806 $ 1,673 Share of loss (90 ) (116 ) Balance, end of period $ 716 $ 1,557 |
LEASE (Tables)
LEASE (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Notes and other explanatory information [abstract] | |
Schedule of lease liability | Schedule of lease liability Twelve Months Ended September 30, Amount 2024 $ 79 2025 81 2026 83 2027 85 2028 50 Total 378 Less: interest (92 ) Total lease liability 286 Lease liability - current 49 Lease liability - non-current $ 237 |
ACQUISITION OF TARUS (Tables)
ACQUISITION OF TARUS (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Acquisition Of Tarus | |
Schedule of fair value of assets acquired and liabilities assumed | Schedule of fair value of assets acquired and liabilities assumed Assets: (In thousands) Identifiable intangible assets $ 28,200 Goodwill 538 Total assets $ 28,738 Consideration: Fair value of shares issued $ 17,200 Liabilities assumed 3,000 Deferred purchase consideration at fair value 8,538 Total liabilities $ 28,738 |
Schedule of pro forma information | Schedule of pro forma information (In thousands) Six Months Ended Loss from operations $ (7,442 ) Loss before provision for income taxes $ (7,532 ) Net loss $ (2,427 ) Total comprehensive loss for period $ (2,427 ) Loss per share $ (0.15 ) |
IN-PROCESS RESEARCH AND DEVEL_2
IN-PROCESS RESEARCH AND DEVELOPMENT AND DEFERRED TAX LIABILITY (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
In-process Research And Development And Deferred Tax Liability | |
Schedule of in-process research and development | Schedule of in-process research and development Value as of Project # Description September 30, 2023 March 31, 2023 iOx: PORT 2 (IMM60) Melanoma & Lung Cancers $ 36,181 $ 36,181 PORT 3 (IMM65) Ovarian/Prostate Cancers 21,709 21,709 57,890 57,890 Oncomer/Saugatuck DNA Aptamers 178 178 Tarus: PORT 6 & PORT 7 Adenosine Receptors 22,723 22,723 PORT 8 Adenosine Receptors 420 420 PORT 9 Adenosine Receptors 472 472 23,615 23,615 In-process research and development $ 81,683 $ 81,683 Deferred tax liability $ 13,020 $ 13,195 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Notes and other explanatory information [abstract] | |
Schedule of income taxes benefit | Schedule of income taxes benefit Six Months Ended September 30, (In thousands) 2023 2022 Current: Federal $ (10 ) $ — State and local — — Foreign — — Total current (10 ) — Deferred: Federal — — State and local — — Foreign 1,062 5,105 Total deferred 1,062 5,105 Benefit from income taxes $ 1,052 $ 5,105 |
Schedule of reconciliation income tax rates | Schedule of reconciliation income tax rates Six Months Ended September 30, 2023 2022 (Loss) income on ordinary activities before tax $ (1,146 ) $ 188 Statutory U.S. income tax rate 21.0 % 21.0 % Income tax benefit (expense) at statutory income tax rate 241 (39 ) Share-based compensation expense recognized for financial statement purposes (281 ) — Other losses recognized (9 ) 39 Utilization of losses not previously benefitted 39 — Income tax (expense) $ (10 ) $ — |
Schedule of effective income tax rates | Schedule of effective income tax rates Six Months Ended September 30, 2023 2022 Loss on ordinary activities before tax $ (3,808 ) $ (3,207 ) Statutory U.K. income tax rate 25.0 % 19.0 % Loss at statutory income tax rate 952 609 Change from increase in deferred income tax rate — 192 Recognition of deferred tax assets — — Foreign currency effect 110 4,304 Income tax benefit $ 1,062 $ 5,105 |
Schedule of reconciliation of financial statement loss to tax basis loss | Schedule of reconciliation of financial statement loss to tax basis loss Six Months Ended September 30, 2023 2022 United BVI United Total United BVI United Total Pre-tax loss $ (1,146 ) $ (7,189 ) $ (3,808 ) $ (12,143 ) $ (20 ) $ (4,588 ) $ (3,207 ) $ (7,815 ) Share-based compensation expense for financial statement purposes for which no benefit was taken 1,338 — — 1,338 — — — — Losses not subject to tax 41 7,189 — 7,230 — 4,588 — 4,588 Utilization of losses not previously benefitted (186 ) — — (186 ) 20 — — 20 Taxable income (loss) $ 47 $ — $ (3,808 ) $ (3,761 ) $ — $ — $ (3,207 ) $ (3,207 ) |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities As of September 30, As of March 31, 2023 2023 Deferred tax assets: Net operating loss $ (5,019 ) $ (4,131 ) Deferred tax asset (unrecognized) 1,500 1,500 Deferred tax asset (3,519 ) (2,631 ) Deferred tax liabilities: In-process research and development 13,020 13,195 Deferred tax liability 13,020 13,195 Net deferred tax liability $ 9,501 $ 10,564 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Capital Stock | |
Schedule of unlimited number of common shares without par value | Schedule of unlimited number of common shares without par value Six Months Ended September 30, 2023 2022 Ordinary Amount Ordinary Amount In 000’ In 000’$ In 000’ In 000’$ Balance, beginning of period 17,606 $ 218,782 13,349 $ 158,324 Shares issued under public offering and ATM, net of issue costs 186 662 — — Shares issued or accrued for services 16 50 8 60 Shares issued in Tarus acquisition — — 2,426 17,200 Shares issued in iOx exchange — — 1,070 9,737 Excess of non-controlling interest acquired over consideration – iOx — — — 29,609 Shares issued to Lincoln for commitment fee under Committed Purchase Agreement — — 94 900 Balance, end of period 17,808 $ 219,494 16,947 $ 215,830 |
STOCK OPTION RESERVE (Tables)
STOCK OPTION RESERVE (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Notes and other explanatory information [abstract] | |
Schedule of terms stock option reserve explanatory | Schedule of terms stock option reserve explanatory Six Months Ended September 30, 2023 2022 (In thousands) Non-Controlling Interest Stock Option Reserve Non-Controlling Interest Stock Option Reserve Balance, beginning of period $ — $ 21,204 $ 11,659 $ 16,928 Share-based compensation expense — 1,512 — 2,401 Settled in iOx exchange — — (11,659 ) — Balance, end of period $ — $ 22,716 $ — $ 19,329 |
Schedule of outstanding stock options | Schedule of outstanding stock options Six Months Ended September 30, 2023 2022 2023 2022 PBI Amended and Restated iOx Option Plan Balance, beginning of period 1,963,420 1,151,400 — 1,275 Granted — 65,900 — — Expired or forfeited — — — (1,275 ) Balance, end of period 1,963,420 1,217,300 — — Exercisable, end of period 769,213 414,930 — — |
Schedule of weighted average exercise price and remaining contractual life | Schedule of weighted average exercise price and remaining contractual life As of September 30, 2023 2022 2023 2022 PBI Amended and Restated iOx Option Plan Weighted average exercise price $ 10.53 15.19 $ — $ — Weighted average remaining contractual life (in years) 8.36 8.66 — — |
(LOSS) PER SHARE (Tables)
(LOSS) PER SHARE (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Profit or loss [abstract] | |
Schedule of basic and diluted EPS calculations | Schedule of basic and diluted EPS calculations Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Numerator (in 000’$) Net loss attributable to owners of the Company $ (5,158 ) $ (949 ) $ (11,077 ) $ (2,678 ) Denominator (in 000’) Weighted average number of shares – Basic and Diluted 17,801 16,742 17,751 15,056 Basic and diluted (loss) per share $ (0.29 ) $ (0.06 ) $ (0.62 ) $ (0.18 ) |
Schedule of anti-dilutive share | Schedule of anti-dilutive share As of September 30, 2023 2022 Stock options 1,963,420 1,217,300 Restricted stock units 378,740 378,740 |
FINANCIAL INSTRUMENTS AND RIS_2
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Notes and other explanatory information [abstract] | |
Schedule of financial instruments | Schedule of financial instruments As of September 30, 2023 As of March 31, 2023 Amortized FVTOCI FVTPL Amortized FVTOCI FVTPL Financial assets Cash and cash equivalents $ 3,445 $ — $ — $ 10,545 $ — $ — Prepaid expenses and other receivables $ 2,393 $ — $ — $ 2,689 $ — $ — Convertible note receivable, including accrued interest, net of impairment $ — $ — $ 429 $ — $ — $ 442 Investment in associate $ — $ — $ 716 $ — $ — $ 806 Investment in public company $ — $ 2,568 $ — $ — $ 2,087 $ — As of September 30, 2023 As of March 31, 2023 Amortized FVTPL Amortized FVTPL Financial liabilities Accounts payable and accrued liabilities $ 3,087 $ — $ 1,865 $ — Lease liability - current $ 49 $ — $ — $ — Lease liability - non-current $ 237 $ — $ — $ — Deferred purchase price payable - Tarus $ — $ 7,949 $ — $ 7,179 Deferred obligation - iOx milestone $ — $ 4,580 $ — $ 4,126 |
NON-CONTROLLING INTEREST (Table
NON-CONTROLLING INTEREST (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Notes and other explanatory information [abstract] | |
Schedule of non-controlling interest | Schedule of non-controlling interest (In thousands) iOx Saugatuck Total Non-controlling interest as of April 1, 2023 $ — $ (650 ) $ (650 ) Net loss attributable to non-controlling interest — (14 ) (14 ) Non-controlling interest as of September 30, 2023 $ — $ (664 ) $ (664 ) (In thousands) iOx Saugatuck Total Non-controlling interest as of April 1, 2022 $ 44,701 $ (472 ) $ 44,229 Net income (loss) attributable to non-controlling interest 123 (155 ) (32 ) Purchase of non-controlling interest pursuant to Share Exchange Agreement (44,824 ) — (44,824 ) Non-controlling interest as of September 30, 2022 $ — $ (627 ) $ (627 ) |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - shares | 1 Months Ended | |
Sep. 30, 2021 | Aug. 13, 2018 | |
IfrsStatementLineItems [Line Items] | ||
Percentage of outstanding shares | 17.83% | |
Bottom of range [member] | ||
IfrsStatementLineItems [Line Items] | ||
Percentage of ownership subsidiary | 60.49% | |
Top of range [member] | ||
IfrsStatementLineItems [Line Items] | ||
Percentage of ownership subsidiary | 78.32% | |
Salva Rx Limited [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Percentage of acquire | 100% | |
Exchange of ordinary shares | 8,050,701 | |
I O X [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Percentage of outstanding shares | 17.83% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) $ in Millions | 6 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Notes and other explanatory information [abstract] | ||
Cash and cash equivalents | $ 3.4 | |
Total current liabilities | 3.1 | |
Net (loss) income | 11.1 | |
Cash used in operating activities | 7.7 | |
Cash on hand | $ 7.2 | |
Public float | $ 75 |
PREPAID EXPENSES AND OTHER RE_3
PREPAID EXPENSES AND OTHER RECEIVABLES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Notes and other explanatory information [abstract] | ||
Prepaid clinical research costs | $ 1,715 | $ 1,653 |
Prepaid insurance | 272 | 621 |
Prepaid offering costs | 150 | |
Tax deposits | 109 | 119 |
Other prepaid expenses | 95 | 56 |
Other receivables | 52 | 71 |
Research & development tax credits | 169 | |
Total prepaid expenses and other receivables | $ 2,393 | $ 2,689 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) | 1 Months Ended | 6 Months Ended |
Sep. 30, 2021 | Sep. 30, 2023 | |
IfrsStatementLineItems [Line Items] | ||
Percentage of outstanding shares | 17.83% | |
Saugatuck [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Non-controlling interest | 30% | |
Country Of British Virgin Islands [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Percentage of ownership subsidiary | 70% | |
Country Of Delaware [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Percentage of ownership subsidiary | 100% | |
Bottom of range [member] | ||
IfrsStatementLineItems [Line Items] | ||
Percentage of ownership subsidiary | 60.49% | |
Top of range [member] | ||
IfrsStatementLineItems [Line Items] | ||
Percentage of ownership subsidiary | 78.32% |
INVESTMENT IN ASSOCIATE AND C_3
INVESTMENT IN ASSOCIATE AND CONVERTIBLE NOTE RECEIVABLE (Details) - Stimunity S A [Member] | 6 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Mar. 31, 2023 | |
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 AND C_4
INVESTMENT IN ASSOCIATE AND CONVERTIBLE NOTE RECEIVABLE (Details 1) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Investment In Associate And Convertible Note Receivable | ||
Beginning balance | $ 806 | $ 1,673 |
Share of loss | (90) | (116) |
Ending balance | $ 716 | $ 1,557 |
INVESTMENT IN ASSOCIATE AND C_5
INVESTMENT IN ASSOCIATE AND CONVERTIBLE NOTE RECEIVABLE (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 13, 2023 | Sep. 12, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
IfrsStatementLineItems [Line Items] | |||||||
Convertible note description | the Company entered into a commitment with Stimunity to provide Stimunity with €600,000 under a convertible note (the “Stimunity Convertible Note”) with a maturity date of September 1, 2023 (the “Maturity Date”), which was funded by the Company on September 12, 2022. The Stimunity Convertible Note provided for simple interest at 7% per annum. The Stimunity Convertible Note was to be automatically converted into Series A shares of Stimunity upon Stimunity completing a Series A round for at least €20 million. Also, the Company was entitled, in certain circumstances, to convert the Stimunity Convertible Note into Series A shares of Stimunity at the subscription share price less 15%. Also, if Stimunity completed a financing with a new category of shares (other than Common Shares or Series A shares of Stimunity) for at least €5 million (the “Minimum Raise”), the Company had the right to convert the Stimunity Convertible Note and the historical Series A shares of Stimunity owned into the new category of shares. Stimunity did not close a financing prior to the Maturity Date. The Company has not exercised its conversion rights to date. The Company is currently in discussions with Stimunity with respect to a restructuring of its overall interest in Stimunity. There can be no assurance that such negotiations will be successful, or that Stimunity will be successful in securing additional financing. The Company has evaluated the current financial markets, and the underlying assets of Stimunity and determined that the carrying value of its investment in Stimunity and the Convertible Note approximate the fair value at September 30, 2023. See Note 15, “Commitments and Contingent Liabilities – Stimunity Convertible Note,” for a further discussion. | ||||||
Translated value | $ 614 | ||||||
Unrealized gain | $ 39 | ||||||
Increasing the carrying value | 653 | ||||||
Impairment analysis | 607 | ||||||
Stimunity convertible note receivable | 211 | ||||||
Decreasing the carrying value | 806 | ||||||
Stimunity convertible note | $ 442 | ||||||
Unrealized loss | $ 13 | $ 12 | |||||
Changes in the market | 0 | ||||||
Stimunity S A [Member] | |||||||
IfrsStatementLineItems [Line Items] | |||||||
Equity in (loss) income | $ 40,000 | $ 56,000 | $ 90,000 | $ 116,000 |
INVESTMENT IN PUBLIC COMPANY (D
INVESTMENT IN PUBLIC COMPANY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jul. 07, 2023 | Jul. 05, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | Apr. 30, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Oct. 31, 2022 | Jul. 11, 2019 | |
IfrsStatementLineItems [Line Items] | ||||||||||||
Per share price | $ 5 | $ 4 | ||||||||||
Impairment asset fair value | $ 3,363 | |||||||||||
Impairment assets carrying value | $ 4,046 | |||||||||||
Holding shares | 644,229 | |||||||||||
Fair value interest | $ 2,087 | $ 2,087 | ||||||||||
Cash carrying value | 2,568 | 2,568 | ||||||||||
Unrealized gain or loss | $ 1,287 | $ 0 | $ 481 | $ 0 | ||||||||
O C I [Member] | ||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||
Impairment loss | $ 5,322 | |||||||||||
Cash carrying value | $ 2,087 | |||||||||||
Bottom of range [member] | ||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||
Offering price | $ 4 | |||||||||||
Top of range [member] | ||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||
Offering price | $ 5 | |||||||||||
Intensity [Member] | ||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||
Number of shares sold | 585,000 | 3,900,000 | ||||||||||
Price per share | $ 5 | |||||||||||
Net proceeds | $ 16,200 | |||||||||||
Additional antidilution shares | 2,659,000 | |||||||||||
Percentage of voting equity interests acquired | 4.70% | |||||||||||
Intensity [Member] | Acquisition Of Salva Rx [Member] | ||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||
Private investment interest | $ 4,500 | |||||||||||
Number of shares purchased | 1,000,000 | 1,000,000 | ||||||||||
Percentage of equity held | 7.50% | 7.50% | ||||||||||
Intensity [Member] | Acquisition Of Intensity Holding Limited [Member] | ||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||
Equity interests of acquirer | $ 1,300 | |||||||||||
Number of ordinary shares issued in acquisition | 129,806 | |||||||||||
Number of private company share consists in sole asset | 288,458 | |||||||||||
Number of shares outstanding | 1,288,458 |
LEASE (Details)
LEASE (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Notes and other explanatory information [abstract] | ||
2024 | $ 79 | |
2025 | 81 | |
2026 | 83 | |
2027 | 85 | |
2028 | 50 | |
Total | 378 | |
Less: interest | (92) | |
Total lease liability | 286 | |
Lease liability - current | 49 | |
Lease liability - non-current | $ 237 |
LEASE (Details Narrative)
LEASE (Details Narrative) $ in Thousands | Sep. 30, 2023 USD ($) |
Notes and other explanatory information [abstract] | |
Security deposit | $ 13 |
ACQUISITION OF TARUS (Details)
ACQUISITION OF TARUS (Details) - Tarus Acquisition [Member] $ in Thousands | Sep. 30, 2023 USD ($) |
Assets: | |
Identifiable intangible assets | $ 28,200 |
Goodwill | 538 |
Total assets | 28,738 |
Consideration: | |
Fair value of shares issued | 17,200 |
Liabilities assumed | 3,000 |
Deferred purchase consideration at fair value | 8,538 |
Total liabilities | $ 28,738 |
ACQUISITION OF TARUS (Details 1
ACQUISITION OF TARUS (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
IfrsStatementLineItems [Line Items] | ||||
Loss before provision for income taxes | $ (6,072) | $ (3,638) | $ (12,143) | $ (7,815) |
Net loss | (5,165) | (1,085) | (11,091) | (2,710) |
Total comprehensive loss for period | $ (6,465) | $ (1,085) | $ (10,622) | (2,710) |
Tarus Acquisition [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Loss from operations | (7,442) | |||
Loss before provision for income taxes | (7,532) | |||
Net loss | (2,427) | |||
Total comprehensive loss for period | $ (2,427) | |||
Loss per share | (15.00%) |
ACQUISITION OF TARUS (Details N
ACQUISITION OF TARUS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Jul. 02, 2022 | |
IfrsStatementLineItems [Line Items] | ||||
Number of share issued | 2,425,999 | |||
Ordinary shares value | $ 18,000 | $ 18,000 | ||
Proceeds from offering | 32,000 | |||
Short term debt | 2,000 | |||
Milestone payment | 17,000 | |||
Ordinary shares issued value | $ 17,200 | |||
Deferred purchase price payable | 8,538 | |||
Pro forma adjustments | $ 0 | 0 | ||
Tarus Acquisition [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Milestone payment | 15,000 | |||
Deferred purchase price payable | $ 7,949 | $ 7,179 |
IN-PROCESS RESEARCH AND DEVEL_3
IN-PROCESS RESEARCH AND DEVELOPMENT AND DEFERRED TAX LIABILITY (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
IfrsStatementLineItems [Line Items] | ||
In-process research and development | $ 81,683 | $ 81,683 |
Deferred tax liability | 13,020 | 13,195 |
I M M 60 I O X Melanoma Lung Cancers [Member] | ||
IfrsStatementLineItems [Line Items] | ||
In-process research and development | 36,181 | 36,181 |
I M M 65 I O X Melanoma Lung Cancers [Member] | ||
IfrsStatementLineItems [Line Items] | ||
In-process research and development | 21,709 | 21,709 |
I O X [Member] | ||
IfrsStatementLineItems [Line Items] | ||
In-process research and development | 57,890 | 57,890 |
Oncomer Saugatuck D N A Aptamers [Member] | ||
IfrsStatementLineItems [Line Items] | ||
In-process research and development | 178 | 178 |
Tarus Adenosine Receptors [Member] | ||
IfrsStatementLineItems [Line Items] | ||
In-process research and development | 22,723 | 22,723 |
Tarus Adenosine Receptors 1 [Member] | ||
IfrsStatementLineItems [Line Items] | ||
In-process research and development | 420 | 420 |
Tarus Adenosine Receptors 2 [Member] | ||
IfrsStatementLineItems [Line Items] | ||
In-process research and development | 472 | 472 |
Tarus [Member] | ||
IfrsStatementLineItems [Line Items] | ||
In-process research and development | $ 23,615 | $ 23,615 |
IN-PROCESS RESEARCH AND DEVEL_4
IN-PROCESS RESEARCH AND DEVELOPMENT AND DEFERRED TAX LIABILITY (Details Narrative) $ in Thousands | 6 Months Ended |
Sep. 30, 2023 USD ($) | |
IfrsStatementLineItems [Line Items] | |
Recognized an impairment | $ 59,320 |
Impairment | 4,585 |
I O X I P R And D [Member] | Top of range [member] | |
IfrsStatementLineItems [Line Items] | |
Carrying value | 117,210 |
I O X I P R And D [Member] | Bottom of range [member] | |
IfrsStatementLineItems [Line Items] | |
Carrying value | 57,890 |
Tarus I P R And D [Member] | Top of range [member] | |
IfrsStatementLineItems [Line Items] | |
Carrying value | 28,200 |
Tarus I P R And D [Member] | Bottom of range [member] | |
IfrsStatementLineItems [Line Items] | |
Carrying value | $ 23,615 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Current: | ||||
Federal | $ (10) | |||
State and local | ||||
Foreign | ||||
Total current | (10) | |||
Deferred: | ||||
Federal | ||||
State and local | ||||
Foreign | 1,062 | 5,105 | ||
Total deferred | 1,062 | 5,105 | ||
Benefit from income taxes | $ 907 | $ 2,553 | $ 1,052 | $ 5,105 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Notes and other explanatory information [abstract] | ||
(Loss) income on ordinary activities before tax | $ (1,146) | $ 188 |
Statutory U.S. income tax rate | 21% | 21% |
Income tax benefit (expense) at statutory income tax rate | $ 241 | $ (39) |
Share-based compensation expense recognized for financial statement purposes | (281) | |
Other losses recognized | (9) | 39 |
Utilization of losses not previously benefitted | 39 | |
Income tax (expense) | $ (10) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Notes and other explanatory information [abstract] | ||
Loss on ordinary activities before tax | $ (3,808) | $ (3,207) |
Statutory U.K. income tax rate | 25% | 19% |
Loss at statutory income tax rate | $ 952 | $ 609 |
Change from increase in deferred income tax rate | 192 | |
Recognition of deferred tax assets | ||
Foreign currency effect | 110 | 4,304 |
Income tax benefit | $ 1,062 | $ 5,105 |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 30, 2022 |
IfrsStatementLineItems [Line Items] | ||
Pre-tax loss | $ (12,143) | $ (7,815) |
Share-based compensation expense for financial statement purposes for which no benefit was taken | 1,338 | |
Losses not subject to tax | 7,230 | 4,588 |
Utilization of losses not previously benefitted | (186) | 20 |
Taxable income (loss) | (3,761) | (3,207) |
United State [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Pre-tax loss | (1,146) | (20) |
Share-based compensation expense for financial statement purposes for which no benefit was taken | 1,338 | |
Losses not subject to tax | 41 | |
Utilization of losses not previously benefitted | (186) | 20 |
Taxable income (loss) | 47 | |
B V I [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Pre-tax loss | (7,189) | (4,588) |
Share-based compensation expense for financial statement purposes for which no benefit was taken | ||
Losses not subject to tax | 7,189 | 4,588 |
Utilization of losses not previously benefitted | ||
Taxable income (loss) | ||
Country Of United Kingdom [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Pre-tax loss | (3,808) | (3,207) |
Share-based compensation expense for financial statement purposes for which no benefit was taken | ||
Losses not subject to tax | ||
Utilization of losses not previously benefitted | ||
Taxable income (loss) | $ (3,808) | $ (3,207) |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Deferred tax assets: | ||
Net operating loss | $ (5,019) | $ (4,131) |
Deferred tax asset (unrecognized) | 1,500 | 1,500 |
Deferred tax asset | (3,519) | (2,631) |
Deferred tax liabilities: | ||
In-process research and development | 13,020 | 13,195 |
Deferred tax liability | 13,020 | 13,195 |
Net deferred tax liability | $ 9,501 | $ 10,564 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
IfrsStatementLineItems [Line Items] | |||
Federal net operating losses | $ 500 | ||
Deferred tax assets | 100 | $ 200 | |
Research and development credit receivables | 200 | ||
Deferred tax liabilities | 9,501 | 10,564 | |
Deferred income taxes | $ 7,000 | ||
Current year losses | 700 | ||
Increase (Decrease) in deferred tax liability | $ 1,100 | ||
Deferred tax liability | 1,100 | ||
Change in exchange rates on the liability | 100 | ||
Exchange rates losses | 1,000 | ||
I O X [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Deferred tax liabilities | $ 9,500 | $ 10,600 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - USD ($) shares in Thousands, $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
IfrsStatementLineItems [Line Items] | ||
Shares issued in Tarus acquisition, amount | $ 17,200 | |
Shares issued in iOx exchange, amount | ||
Issued capital [member] | ||
IfrsStatementLineItems [Line Items] | ||
Ordinary shares beginning balance, shares | 17,606 | 13,349 |
Ordinary shares beginning balance, amount | $ 218,782 | $ 158,324 |
Shares issued under public offering and ATM, net of issue cost, shares | 186 | |
Shares issued under public offering and ATM, net of issue cost, amount | $ 662 | |
Shares issued or accrued for services, shares | 16 | 8 |
Shares issued or accrued for services, amount | $ 50 | $ 60 |
Shares issued in Tarus acquisition, shares | 2,426 | |
Shares issued in Tarus acquisition, amount | $ 17,200 | |
Shares issued in iOx exchange, shares | 1,070 | |
Shares issued in iOx exchange, amount | $ 9,737 | |
Excess of non-controlling interest acquired over consideration iOx, shares | ||
Excess of non-controlling interest acquired over consideration iOx, amount | $ 29,609 | |
Shares issued to Lincoln for commitment fee under Committed Purchase Agreement, shares | 94 | |
Shares issued to Lincoln for commitment fee under Committed Purchase Agreement, amount | $ 900 | |
Ordinary shares ending balance, shares | 17,808 | 16,947 |
Ordinary shares ending balance, amount | $ 219,494 | $ 215,830 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jul. 18, 2022 | Jul. 06, 2022 | Sep. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
IfrsStatementLineItems [Line Items] | |||||
Maximum aggregate offering price | $ 50,000,000 | ||||
Issuance and sales, shares | 1,150,000 | ||||
Gross proceeds from stock | $ 26,500 | ||||
Cash fund, description | The Sales Agreement permits the Company to sell in an ATM program 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 the Company under the base prospectus. The sales under the prospectus will be deemed to be made pursuant to an ATM program as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (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. | ||||
Number of stock sold | 90,888 | ||||
Gross proceeds from stock sold | $ 2,600 | ||||
Net proceeds from stock sold | $ 2,500 | ||||
Number of shares exchanged | 1,070,000 | ||||
Minority interest, percentage | 21.68% | ||||
Number of ordinary share issued | 94,508 | ||||
Tarus Therapeutics Inc [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Number of shares sold | 2,425,999 | ||||
A T M [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Number of shares sold | 186,604 | 166,145 | |||
Net proceeds from sale | $ 700 | $ 900 | |||
Lincoln [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Number of shares sold | 480,000 | ||||
Number of ordinary share issued | 94,508 | ||||
Net proceeds from sale | $ 2,000 |
STOCK OPTION RESERVE (Details)
STOCK OPTION RESERVE (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
IfrsStatementLineItems [Line Items] | ||
Stock based compensation expense | $ 1,512 | $ 2,401 |
Non-controlling interests [member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance, beginning of period | 11,659 | |
Stock based compensation expense | ||
Settled in iOx exchange | (11,659) | |
Balance, end of period | ||
Stock Option Reserve [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance, beginning of period | 21,204 | 16,928 |
Stock based compensation expense | 1,512 | 2,401 |
Settled in iOx exchange | ||
Balance, end of period | $ 22,716 | $ 19,329 |
STOCK OPTION RESERVE (Details 1
STOCK OPTION RESERVE (Details 1) - shares | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
P B I Amended And Restated 2021 Equity Incentive Plan [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance, beginning of period | 1,963,420 | 1,151,400 |
Granted | 65,900 | |
Expired or forfeited | ||
Balance, end of period | 1,963,420 | 1,217,300 |
Exercisable, end of period | 769,213 | 414,930 |
I O X Option Plan And Subsidiary Plan [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance, beginning of period | 1,275 | |
Granted | ||
Expired or forfeited | (1,275) | |
Balance, end of period | ||
Exercisable, end of period |
STOCK OPTION RESERVE (Details 2
STOCK OPTION RESERVE (Details 2) - $ / shares | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
P B I Amended And Restated 2021 Equity Incentive Plan [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Weighted average exercise price | $ 10.53 | $ 15.19 |
Weighted average remaining contractual life (in years) | 8 years 4 months 9 days | 8 years 7 months 28 days |
I O X Option Plan And Subsidiary Plan [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Weighted average exercise price |
STOCK OPTION RESERVE (Details N
STOCK OPTION RESERVE (Details Narrative) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Mar. 30, 2023 $ / shares shares | Mar. 29, 2023 shares | Jul. 27, 2022 $ / shares shares | Jun. 08, 2022 $ / shares shares | Feb. 15, 2022 $ / shares shares | Jan. 19, 2022 $ / shares shares | Jan. 13, 2021 $ / shares shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Mar. 31, 2021 USD ($) | Mar. 31, 2023 shares | |
IfrsStatementLineItems [Line Items] | |||||||||||||
Number of shares available for awards | 746,120 | ||||||||||||
Exercisable price | $ / shares | $ 2.92 | ||||||||||||
Equity incentive plan increased shares | 879,180 | 2,880,992 | |||||||||||
Ordinary shares outstanding percentage | 5% | ||||||||||||
Issued and outstanding ordinary shares percentage | 16% | ||||||||||||
Reserved shares | 2,880,992 | 2,880,992 | |||||||||||
Reserved for awards previously granted shares | 2,342,160 | 2,342,160 | |||||||||||
Shares remained available for future awards | 538,832 | ||||||||||||
Expiration date | Mar. 30, 2033 | ||||||||||||
Number of shares purchased | 14,600 | ||||||||||||
Number of shares available for granted | 87,600 | ||||||||||||
Total of stock options granted to employees | 651,020 | ||||||||||||
Stock options granted to consultant | 7,500 | ||||||||||||
Share based compensation expense | $ | $ 0.7 | $ 1.2 | $ 1.5 | $ 2.4 | |||||||||
Vested Options [Member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Options outstanding | 7,500 | ||||||||||||
Unvested Options [Member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Options outstanding | 738,620 | ||||||||||||
Board Of Directors [Member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Option issued | 350,000 | ||||||||||||
Consultants [Member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Option issued | 518,000 | ||||||||||||
Equity Incentive Plan 2021 [Member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Option issued | 868,000 | ||||||||||||
Exercise price | $ / shares | $ 17.75 | ||||||||||||
Restricted Stock Units [Member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Number of shares available for awards | 243,000 | ||||||||||||
Fair value per share | $ / shares | $ 17.75 | ||||||||||||
Compensation expense | $ | $ 4.3 | ||||||||||||
Amended And Restated 2021 Equity Incentive Plan [Member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Number of shares available for awards | 302,000 | ||||||||||||
Fair value per share | $ / shares | $ 10.22 | ||||||||||||
Share based compensation expense | $ | $ 2.6 | ||||||||||||
Amended And Restated 2021 Equity Incentive Plan [Member] | Board Of Directors [Member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Number of shares available for awards | 15,900 | ||||||||||||
Exercisable price | $ / shares | $ 10.06 | ||||||||||||
Amended And Restated 2021 Equity Incentive Plan [Member] | Two Members [Member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Number of shares available for awards | 13,800 | ||||||||||||
Amended And Restated 2021 Equity Incentive Plan [Member] | Employees [Member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Number of shares available for awards | 288,200 | ||||||||||||
Amended And Restated 2021 Equity Incentive Plan [Member] | Directors [Member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Number of shares available for awards | 13,800 | 135,740 | |||||||||||
Fair value per share | $ / shares | $ 8.59 | $ 10.22 | |||||||||||
Amended And Restated 2021 Equity Incentive Plan [Member] | Executive [Member] | |||||||||||||
IfrsStatementLineItems [Line Items] | |||||||||||||
Number of shares available for awards | 50,000 | ||||||||||||
Exercisable price | $ / shares | $ 11 |
(LOSS) PER SHARE (Details)
(LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator (in 000’$) | ||||
Net loss attributable to owners of the Company | $ (5,158) | $ (949) | $ (11,077) | $ (2,678) |
Denominator (in 000’) | ||||
Weighted average number of shares, Basic | 17,801 | 16,742 | 17,751 | 15,056 |
Weighted average number of shares, Diluted | 17,801 | 16,742 | 17,751 | 15,056 |
Basic (loss) per share | $ (0.29) | $ (0.06) | $ (0.62) | $ (0.18) |
Diluted (loss) per share | $ (0.29) | $ (0.06) | $ (0.62) | $ (0.18) |
(LOSS) PER SHARE (Details 1)
(LOSS) PER SHARE (Details 1) - shares | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share options [member] | ||
IfrsStatementLineItems [Line Items] | ||
Anti-dilutive effect on loss per share | 1,963,420 | 1,217,300 |
Restricted share units [member] | ||
IfrsStatementLineItems [Line Items] | ||
Anti-dilutive effect on loss per share | 378,740 | 378,740 |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES (Details Narrative) $ in Thousands | 6 Months Ended | |||
Jul. 06, 2022 USD ($) shares | Sep. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jul. 13, 2022 EUR (€) | |
IfrsStatementLineItems [Line Items] | ||||
Budget cost related to services | $ 12,100 | |||
Convertible note | € | € 600,000 | |||
Interest rate | 7% | |||
Conversion of debt | € | € 20,000,000 | |||
Number of ordinary shares issued | shares | 94,508 | |||
Deferred commitment fee | 839 | $ 839 | ||
Public float | $ 75,000 | |||
Lincoln [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Aggregate value | $ 30,000 | |||
Number of ordinary shares issued | shares | 94,508 | |||
Commitment fee | $ 900 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Dec. 31, 2022 | Dec. 19, 2022 | Dec. 15, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
IfrsStatementLineItems [Line Items] | ||||||||
Portage ordinary shares | 1,070,000 | |||||||
Loss from change increase in the fair value of the liability | $ 28,000 | $ 454,000 | ||||||
Annual base salary | $ 618,000 | |||||||
Compensation committee | $ 600,000 | |||||||
Original annual targets percentage | 73.50% | |||||||
Accounts payable and accrued expenses | 400,000 | 400,000 | $ 400,000 | |||||
Incurred Board fees total | $ 82,500 | $ 82,500 | $ 165,000 | $ 157,500 | ||||
Annual fees description | Additionally, the chairperson of each of the Audit Committee, Compensation Committee and Nominating Committee of the Board is entitled to annual fees of $15,000, $12,000 and $8,000, respectively, payable quarterly in arrears. Members of those committees are entitled to annual fees of $7,500, $6,000 and $4,000, respectively, payable quarterly in arrears. | |||||||
Bottom of range [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Annual base salary | $ 183,750 | $ 175,000 | ||||||
Annual bonus targets ranging percentage | 30% | 30% | ||||||
Top of range [member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Annual base salary | $ 469,000 | $ 348,000 | ||||||
Annual bonus targets ranging percentage | 40% | 40% | ||||||
Salva Rx [Member] | ||||||||
IfrsStatementLineItems [Line Items] | ||||||||
Issuance of unsecured notes, description | 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 OSI, the holder of $0.15 million notes plus accrued interest under which OSI exchanged the notes plus accrued interest for 820 shares of iOx. The Company followed the guidance provided by an IFRS Discussion Group Public Meeting dated November 29, 2016, following the general tenets of IAS 39, “Financial Instruments: Recognition and Measurement,” and IFRIC 19, “Extinguishing Financial Liabilities with Equity Instruments,” and recorded the exchange at historical cost. Additionally, no profit or loss was recorded in connection with the exchange. As a result of these transactions, the Company, through SalvaRx, increased its ownership of iOx from 60.49% to 78.32%. |
FINANCIAL INSTRUMENTS AND RIS_3
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 |
Financial assets | ||||
Cash and cash equivalents | $ 3,445 | $ 10,545 | $ 15,038 | $ 23,352 |
Financial liabilities | ||||
Lease liability - current | 49 | |||
Lease liability - non-current | 237 | |||
Deferred purchase price payable - Tarus | 7,949 | 7,179 | ||
Deferred obligation - iOx milestone | 4,580 | 4,126 | ||
Amortized Cost [Member] | ||||
Financial assets | ||||
Cash and cash equivalents | 3,445 | 10,545 | ||
Prepaid expenses and other receivables | 2,393 | 2,689 | ||
Convertible note receivable, including accrued interest, net of impairment | ||||
Investment in associate | ||||
Investment in public company | ||||
Financial liabilities | ||||
Accounts payable and accrued liabilities | 3,087 | 1,865 | ||
Lease liability - current | 49 | |||
Lease liability - non-current | 237 | |||
Deferred purchase price payable - Tarus | ||||
Deferred obligation - iOx milestone | ||||
Fair Value To Other Comprehensive Income [Member] | ||||
Financial assets | ||||
Cash and cash equivalents | ||||
Prepaid expenses and other receivables | ||||
Convertible note receivable, including accrued interest, net of impairment | ||||
Investment in associate | ||||
Investment in public company | 2,568 | 2,087 | ||
Fair Value Through Profit Or Loss [Member] | ||||
Financial assets | ||||
Cash and cash equivalents | ||||
Prepaid expenses and other receivables | ||||
Convertible note receivable, including accrued interest, net of impairment | 429 | 442 | ||
Investment in associate | 716 | 806 | ||
Investment in public company | ||||
Financial liabilities | ||||
Accounts payable and accrued liabilities | ||||
Lease liability - current | ||||
Lease liability - non-current | ||||
Deferred purchase price payable - Tarus | 7,949 | 7,179 | ||
Deferred obligation - iOx milestone | $ 4,580 | $ 4,126 |
FINANCIAL INSTRUMENTS AND RIS_4
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Details Narrative) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 12, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Mar. 31, 2023 USD ($) | Sep. 01, 2023 EUR (€) | |
IfrsStatementLineItems [Line Items] | |||||||
Impairment analysis | $ 607 | ||||||
Decreasing the carrying value | 806 | ||||||
Notes receivable | $ 614 | ||||||
Unrealized gain | 39 | ||||||
Increasing carrying value | 653 | ||||||
Impairment of convertible note | 211 | ||||||
Decreasing impairment carrying value | 442 | ||||||
Unrealized loss through OCI | $ 13 | $ 12 | |||||
Converted to foreign exchange transaction amount | € | € 20 | ||||||
Share price percentage | 15% | ||||||
Deferred purchase price payable | 8,538 | ||||||
Tarus Acquisition [Member] | |||||||
IfrsStatementLineItems [Line Items] | |||||||
Deferred purchase price payable | 7,949 | 7,179 | |||||
Tarus [Member] | |||||||
IfrsStatementLineItems [Line Items] | |||||||
Loss on decrease in fair value of the liability | 85 | $ 16 | 770 | $ 16 | |||
I O X [Member] | |||||||
IfrsStatementLineItems [Line Items] | |||||||
Loss on decrease in fair value of the liability | 28 | $ 54 | 454 | $ 54 | |||
Deferred obligation amount | $ 4,580 | $ 4,580 | $ 4,126 |
CAPITAL DISCLOSURES (Details Na
CAPITAL DISCLOSURES (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Capital Disclosures | ||
Accounts payable and accrued liabilities | $ 3,100 | $ 1,900 |
Lease liability current | 49 | |
Current assets | 6,300 | 13,700 |
Shareholders' equity attributable to owners | $ 67,700 | $ 76,000 |
NON-CONTROLLING INTEREST (Detai
NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
IfrsStatementLineItems [Line Items] | ||
Non-controlling interest, at beginning | $ (650) | $ 44,229 |
Net (loss) attributable to non-controlling interest | (14) | (32) |
Purchase of non-controlling interest pursuant to Share Exchange Agreement | (44,824) | |
Non-controlling interest, at ending | (664) | (627) |
I O X [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Non-controlling interest, at beginning | 44,701 | |
Net (loss) attributable to non-controlling interest | 123 | |
Purchase of non-controlling interest pursuant to Share Exchange Agreement | (44,824) | |
Non-controlling interest, at ending | ||
Saugatuck And Subsidiary [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Non-controlling interest, at beginning | (650) | (472) |
Net (loss) attributable to non-controlling interest | (14) | (155) |
Purchase of non-controlling interest pursuant to Share Exchange Agreement | ||
Non-controlling interest, at ending | $ (664) | $ (627) |
EVENTS AFTER THE BALANCE SHEE_2
EVENTS AFTER THE BALANCE SHEET DATE (Details Narrative) - USD ($) | 6 Months Ended | ||
Sep. 29, 2023 | Aug. 26, 2023 | Sep. 30, 2023 | |
IfrsStatementLineItems [Line Items] | |||
Description of nature of non-adjusting event after reporting period | (i) 1,970,000 shares of the Company’s ordinary shares at a purchase price of $1.90 per share and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,187,895 ordinary shares, at a purchase price of $1.899 per Pre-Funded Warrant. Each Pre-Funded Warrant is exercisable for one ordinary share at an exercise price of $0.001 per share, is immediately exercisable, and will expire when exercised in full. | ||
Warrants to purchase ordinary shares | 157,895 | ||
Exercise per price | $ 2.375 | ||
Net proceeds to offerings | $ 5,300,000 | ||
Total cash fee equal percentage | 6% | ||
Gross proceeds received in Offerings | $ 360,000 | ||
Offerings management fee equal percentage | 1% | ||
Gross proceeds raised in offerings | $ 60,000 | ||
Non-accountable expenses | 75,000 | ||
Clearing fees | $ 15,950 | ||
Percentage of ordinary shares and pre-funded warrants sold | 5% | ||
Series A Warrants [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Warrants to purchase ordinary shares | 3,157,895 | ||
Exercise per price | $ 1.90 | ||
Immediately exercisable and expire | 18 months | ||
Series B Warrants [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Warrants to purchase ordinary shares | 3,157,895 | ||
Exercise per price | $ 2.26 | ||
Series C Warrants [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Warrants to purchase ordinary shares | 3,157,895 | ||
Exercise per price | $ 2.26 | ||
Private Warrant Shares [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Warrants to purchase ordinary shares | 9,473,685 |