Document and Entity Information
Document and Entity Information | 10 Months Ended |
Jan. 31, 2024 | |
Document and Entity Information [Abstract] | |
Document Type | F-1/A |
Entity Registrant Name | Psyence Biomedical Ltd. |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001985062 |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
Condensed Carve out Consolidate
Condensed Carve out Consolidated Interim Statements of Financial Position | Jan. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) |
Current assets | ||
Cash and cash equivalents | $ 2,322,008 | $ 1,334,343 |
Restricted cash | 29,557 | |
Other receivables | 25,356 | 149,376 |
Prepaids | 6,837 | 77,053 |
TOTAL ASSETS | 2,354,201 | 1,590,329 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,110,564 | 1,798,599 |
Convertible note liability | 2,500,000 | |
Derivative warrant liabilities | 776,608 | |
TOTAL LIABILITIES | 7,463,330 | 1,798,599 |
EQUITY | ||
Share Capital | 35,720,980 | 5,934,141 |
Accumulated Deficit | (40,993,279) | (6,291,875) |
Foreign Currency Translation Reserve (OCI) | 163,170 | 149,464 |
NET DEFICIT | (5,109,129) | (208,270) |
TOTAL LIABILITIES AND NET DEFICIT | 2,354,201 | $ 1,590,329 |
NCAC Sponsor | ||
Current liabilities | ||
Due to related party | 1,615,501 | |
Psyence Group Inc | ||
Current liabilities | ||
Due to related party | $ 1,460,657 |
Condensed Carve out Consolida_2
Condensed Carve out Consolidated Interim Statements of Net Loss and Comprehensive Loss | 10 Months Ended | |
Jan. 31, 2024 USD ($) $ / shares shares | Jan. 31, 2023 USD ($) | |
Expenses | ||
Sales and marketing | $ 5,744 | |
Research and development | $ 909,181 | 1,314,737 |
General and administrative | 296,883 | 299,439 |
Professional fees and consulting fees | 1,077,890 | 981,008 |
Loss before other items | (2,283,954) | (2,600,928) |
Other items | ||
Other income | 880,352 | |
Interest income | 2,134 | 1,270 |
Interest expense | (56,203) | |
Foreign exchange gain | 9,905 | 21,991 |
Listing Expense | (31,997,660) | |
Transaction Expense | (1,074,728) | |
Fair value loss on warrant liability | (181,250) | |
NET LOSS | (34,701,404) | (2,577,667) |
Other comprehensive income/(loss) | ||
Foreign exchange gain/(loss) on translation | 13,706 | (3,600) |
TOTAL COMPREHENSIVE LOSS | $ (34,687,698) | $ (2,581,267) |
Loss per share - basic (in dollars per share) | $ / shares | $ (6.68) | |
Loss per share - diluted (in dollars per share) | $ / shares | $ (6.68) | |
Weighted average number of outstanding shares - basic (in shares) | shares | 5,191,943 | |
Weighted average number of outstanding shares - diluted (in shares) | shares | 5,191,943 |
Condensed Carve out Consolida_3
Condensed Carve out Consolidated Interim Statements of Change in Shareholder Equity | Share Capital Psyence Group Inc shares | Share Capital NCAC Sponsor USD ($) shares | Share Capital Third party advisors USD ($) shares | Share Capital USD ($) shares | Foreign currency translation reserve USD ($) | Deficit USD ($) | Psyence Group Inc shares | NCAC Sponsor USD ($) | Third party advisors USD ($) | USD ($) shares | CAD ($) shares |
Opening balance as at beginning at Mar. 31, 2021 | $ 6,060,018 | ||||||||||
Issuance of shares | (1,617,390) | ||||||||||
Net loss for the period | (2,319,932) | ||||||||||
Balance at end at Mar. 31, 2022 | $ 4,537,055 | $ 255,189 | $ (3,171,380) | $ 1,620,864 | 2,122,696 | ||||||
Psyence Group contribution | 1,164,238 | 1,164,238 | |||||||||
Net loss for the period | (2,577,667) | (2,577,667) | |||||||||
Other comprehensive income (loss) | (3,600) | (3,600) | |||||||||
Balance at end at Jan. 31, 2023 | 5,701,293 | 251,589 | (5,749,047) | 203,835 | |||||||
Opening balance as at beginning at Mar. 31, 2022 | 4,537,055 | 255,189 | (3,171,380) | 1,620,864 | 2,122,696 | ||||||
Issuance of shares | 1,844,500 | ||||||||||
Net loss for the period | (4,238,471) | ||||||||||
Balance at end at Mar. 31, 2023 | 5,934,141 | 149,464 | (6,291,875) | (208,270) | $ (271,275) | ||||||
Issuance of shares, reverse takeover transaction | $ 27,671,039 | $ 27,671,039 | |||||||||
Issuance of shares, reverse takeover transaction (in shares) | shares | 5,000,000 | 7,794,659 | 5,000,000 | ||||||||
Issuance of shares for debt settlement | $ 532,500 | 532,500 | |||||||||
Issuance of shares for debt settlement (in shares) | shares | 150,000 | ||||||||||
Issuance of shares | $ 1,583,300 | $ 1,583,300 | |||||||||
Issuance of shares (in shares) | shares | 446,000 | ||||||||||
Net loss for the period | (34,701,404) | (34,701,404) | |||||||||
Other comprehensive income (loss) | 13,706 | 13,706 | |||||||||
Balance at end at Jan. 31, 2024 | $ 35,720,980 | $ 163,170 | $ (40,993,279) | $ (5,109,129) | |||||||
Balance at end (in shares) at Jan. 31, 2024 | shares | 13,390,659 | 13,390,659 | 13,390,659 |
Condensed Carve out Consolida_4
Condensed Carve out Consolidated Interim Statements of Cash Flows | 10 Months Ended | |
Jan. 31, 2024 USD ($) | Jan. 31, 2023 USD ($) | |
Condensed Carve out Consolidated Interim Statements of Cash Flows | ||
Net loss | $ (34,701,404) | $ (2,577,667) |
Non-cash adjustment: | ||
Fair Value loss on derivative warrant | 181,250 | |
Foreign exchange | 13,706 | (3,600) |
Listing expense | 31,997,660 | |
Transaction expenses | 1,460,695 | |
Changes in working capital: | ||
Other receivables | 124,020 | (25,914) |
Prepaids | 70,216 | (68,912) |
Accounts payable and accrued liabilities | (688,035) | 151,610 |
Cash used in operating activities | (1,541,892) | (2,524,483) |
Decrease in restricted cash | 29,557 | |
Cash provided from investing activities | 29,557 | |
Proceeds received from convertible note | 2,500,000 | |
Proceeds received from Psyence Group Inc | 2,256,778 | |
Cash provided from financing activities | 2,500,000 | 2,256,778 |
Change in cash and cash equivalents | 987,665 | (1,485,732) |
Cash and cash equivalents, beginning of period | 1,334,343 | 1,753,437 |
Cash and cash equivalents, end of period | $ 2,322,008 | $ 267,705 |
Nature of operations and going
Nature of operations and going concern | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Nature of operations and going concern | ||
Nature of operations and going concern | 1. Nature of operations and going concern Psyence Biomedical Ltd. (the “Company” “PBM” Clinical Trials The Company’s registered office is at 121 Richmond Street West, PH Suite 1300, Toronto, Ontario M5H 2K1. The UK Medicines and Healthcare products Regulatory Agency (MHRA) granted full approval for the Company’s Phase IIa study In January 2023, the Company signed a letter of intent with iNGENū Pty Ltd to conduct a Phase IIb study in Australia to further develop the Company’s licensed natural psilocybin drug product. The study will evaluate the safety and efficacy of psilocybin-assisted psychotherapy versus psychotherapy alone for the treatment of adjustment disorder due to an incurable cancer diagnosis in a palliative care context. 84 patients will participate in the study, which will use FDA-recommended primary endpoints. The investigational product will be the proprietary botanical drug candidate PEX010 sourced from Filament Health Corp. Upon successful completion of the study, the Company intends to conduct a multinational Phase III registrational study. On March 06, 2024, the Company announced that its wholly-owned subsidiary, Psyence Australia (Pty) Ltd, had received full approval from the Australian Health Research Ethics Committee (HREC) to initiate its planned Phase IIb study in Melbourne, Australia. On January 9, 2023 Psyence Group Inc entered into a definitive business combination agreement (the “ Business Combination Agreement SPAC NCAC The transaction concluded on January 25, 2024, with the Company listing on the NASDAQ the following day. The transaction was completed by the Company acquiring the SPAC through the merger of the SPAC with the Company’s subsidiary. As a consequence of the transaction, the SPAC will become a wholly-owned subsidiary of PBM, the SPAC shareholders will become shareholders of PBM. On January 25, 2024 (the “ Closing Date RTO Transaction BCA NCAC Sponsor Psyence Group Merger Sub Original Target Psyence Biomed II Prior to the execution of the Amended and Restated Business Combination Agreement, Psyence Group formed Psyence Biomed II and PBM as wholly owned subsidiaries, and prior to the Closing, Psyence Group and the Original Target were amalgamated. Thereafter, Psyence Group transferred the shares of Psyence Australia Pty Ltd. and its related business assets that were previously owned by the Original Target to Psyence Biomed II. The following transactions occurred pursuant to the terms of the BCA (collectively, the “ Business Combination ● Psyence Group contributed Psyence Biomed II to the Company in a share for share exchange (the “ Company Exchange ” ). ● Following the Company Exchange, Merger Sub merged with and into NCAC, with NCAC being the surviving company in the merger (the “ Merger ” ) and each outstanding ordinary share of NCAC was converted into the right to receive one common share of the Company ( “ Common Share ” ). ● Each outstanding warrant to purchase NCAC Class A ordinary shares was converted at the Effective Time into a warrant to acquire one Common Share (the “ Company Warrants ” ) on substantially the same terms as were in effect immediately prior to the Effective Time under their terms. On January 15, 2024 and January 23, 2024, the parties to the Business Combination Agreement entered into letter agreements (the “ Closing Letter Agreements Psyence Parties Closing Minimum Cash Condition PIPE Investment Condition Closing Deliverables On January 15, 2024, in connection with the Business Combination, the Company entered into a securities purchase agreement (the “ Securities Purchase Agreement Investors Notes Financing The Note for the first tranche of the Financing (the “ First Tranche Note Upon the closing of the first tranche of the Financing, the Minimum Cash Condition and PIPE Investment Condition were deemed waived by the Psyence Parties. Merger Consideration As consideration for all of the issued and outstanding Psyence Biomed II common shares that the Company shall receive in the Company Exchange, the Company shall issue to Psyence Group, 5,000,000 Common Shares. On February 15, 2023, Psyence Australia Pty Ltd was incorporated and registered in Victoria, Australia. It is a wholly-owned subsidiary of the Company as a result of the above Business Combination. The purpose of these condensed carve out consolidated interim financial statements (the “ Financial Statements These Financial Statements are prepared on a going concern basis, which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. During the period ended January 31, 2024, the Company incurred a net loss and comprehensive loss of $34,687,698 (Period ended January 31, 2023: $2,581,267) and the Company has no sources of revenue. The ability of the Company to continue operations is dependent on the Company’s ability to raise additional financing. There is no certainty that additional financing at terms that are acceptable will be available, and an inability to obtain financing would have a direct impact on the Company’s ability to continue as a going concern. These conditions indicate a material uncertainty that cast significant doubt on the Company’s ability to continue as a going concern. These Financial Statements do not reflect the adjustments to the carrying values and classifications of assets and liabilities that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material. | Psyence Biomed Corp. (the “Company” “PBC” Psyence Group The Company is currently conducting clinical trials to evaluate the safety and effectiveness of natural psilocybin in treating adjustment disorder in patients with an incurable cancer diagnosis in a palliative care context (the “ Clinical Trials The UK Medicines and Healthcare products Regulatory Agency (MHRA) granted full approval for the Company’s Stage I clinical study, including ethics review board approval, on September 15, 2022. In January 2023, the Company signed a letter of intent with iNGENū Pty Ltd to conduct a Phase IIb study in Australia to further develop the Company’s licensed natural psilocybin drug product. The study will evaluate the safety and efficacy of psilocybin-assisted psychotherapy versus psychotherapy alone for the treatment of adjustment disorder due to an incurable cancer diagnosis in a palliative care context. 84 patients will participate in the study, which will use FDA-recommended primary endpoints. The investigational product will be the proprietary botanical drug candidate PEX010 sourced from Filament Health Corp. Upon successful completion of the study, Psyence intends to conduct a multinational Phase III registrational study. On February 15, 2023, the Company incorporated a wholly-owned subsidiary by the name of Psyence Australia Pty Ltd., registered in Victoria, Australia. On January 9, 2023 Psyence Group announced that it had entered into a definitive business combination agreement (the “ Business Combination Agreement SPAC Newcourt Pubco The Business Combination is anticipated to conclude in the second half of 2023, with the Pubco to go public. The Business Combination is expected to be completed by the Company acquiring the SPAC through the merger of the SPAC with a to-be-incorporated subsidiary of PBC. As a consequence of the Business Combination, the SPAC will become a wholly-owned subsidiary of PBC, the SPAC shareholders will become shareholders of PBC, and PBC would complete filings to become a public company in the United States in which Psyence Group would retain a significant ownership stake. The actual level of Psyence Group ownership of PBC upon conclusion of the Business Combination will depend on the ultimate size of the PIPE financing the SPAC intends to complete in conjunction with the Business Combination, the extent of redemptions by SPAC shareholders and the impact of such redemptions on the SPAC shareholder base. The purpose of these carve-out consolidated financial statements (the “Financial Statements”) is to provide historical financial information of PBC, to reflect PBC as if it had been operating separately from Psyence Group and its subsidiaries that do not partake in the Clinical Trials. Pursuant to the Business Combination Agreement, Newcourt is acquiring only the Clinical Trial related assets and liabilities of PBC, which are considered to be less than substantially all of PBC’s key operating assets. Therefore, the Financial Statements have been prepared on a “carve-out basis” from the consolidated financial statements of Psyence Group for the purposes of presenting the financial position, results of operations and cash flows of the Company and investments and operations relevant to the Clinical Trials on a stand-alone basis, excluding the continuing operations retained by PBC that are not being acquired by Newcourt. Accordingly, the Financial Statements reflect all the costs of business associated with the Clinical Trials, including both direct and indirect expenses allocable to the business. The carve-out consolidated Financial Statements represents the assets and liabilities of the Clinical Trials business that are specifically identifiable, and a reasonable basis exists to allocate items that are not specifically identifiable to the acquired business. Assets and liabilities excluded from the Financial Statements that are not considered to be relevant, both directly and indirectly, to the Clinical Trials include investments in subsidiaries, joint ventures, inter-company loans and website costs previously held by PBC that are not being acquired as part of the Business Combination Agreement. No assets or liabilities exist outside of PBC that are being acquired by Newcourt. These Financial Statements are prepared on a going concern basis, which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. During the year ended March 31, 2023, the Company incurred a net loss and comprehensive loss of $4,238,471 (Year ended March 31, 2022: $2,319,932) and the Company has no sources of revenue. The ability of the Company to continue operations is dependent on the Company’s ability to raise additional financing. There is no certainty that additional financing at terms that are acceptable will be available, and an inability to obtain financing would have a direct impact on the Company’s ability to continue as a going concern. These conditions indicate a material uncertainty that cast substantial doubt on the Company’s ability to continue as a going concern. These Financial Statements do not reflect the adjustments to the carrying values and classifications of assets and liabilities that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material. |
Basis of presentation
Basis of presentation | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Basis of presentation | ||
Basis of presentation | 2. Basis of presentation Statement of compliance The Financial Statements of the Company have been prepared using accounting policies in compliance with International Financial Reporting Standards (“ IFRS IASB The Financial Statements were authorized for issue on April 16, 2024 by the directors of the Company. Condensed carve out consolidated Interim Statements of Financial Position The Condensed carve out consolidated Interim Statements of Financial Position include the assets and liabilities that are the Clinical Trial related assets and liabilities, which have been determined in the following manner: ● Cash is comprised of cash and cash equivalents which the Company utilizes for working capital purposes. ● Other receivables are comprised of sales tax receivable from the Canadian Revenue Agency and the Australian Taxation Office. ● Prepaids consists of a research report retainer and accounting fees prepaid. ● Accounts payable and accrued liabilities consists of audit, consulting fees and legal fees related to the Company and its Clinical Trials. Condensed carve out consolidated Interim Statements of Net Loss and Comprehensive Loss ● The Condensed carve out consolidated Interim Statements of Net Loss and Comprehensive Loss include operating expenses that are related to the Company and its Clinical Trials. Basis of consolidation These Financial Statement incorporate the accounts of PBM and its subsidiaries performing Clinical Trials. A subsidiary is an entity controlled by PBM and its results are consolidated into the financial results of the Company from the effective date of control up to the effective date of loss of control. Control exists when an investor is exposed, or has the rights, to variable returns from the involvement with the investee and has liability to affect those returns through its power over the investee. The subsidiaries of PBM have been consolidated for the purpose of these Financial Statements are as follows: Name of entity Place of incorporation % ownership Accounting method Psyence Australia Pty Ltd. Australia 100 % Consolidated Pysence Biomed II Corp. Canada 100 % Consolidated Newcourt Acquisition Corp. Cayman Islands 100 % Consolidated Inter-company balances and transactions are eliminated upon consolidation. Basis of measurement These Financial Statements have been prepared on an accrual basis, are based on historical costs and are presented in United States dollars, unless otherwise noted. Functional and presentation currency These Financial Statements are presented in United States Dollars ( “USD $” , | 2. Basis of presentation Statement of compliance The Financial Statements of the Company have been prepared using accounting policies in compliance with International Financial Reporting Standards (“ IFRS IASB The Financial Statements were authorized for issue on July 28, 2023 by the directors of the Company. Carve-Out Consolidated Statements of Financial Position The carve-out consolidated statements of financial position include the assets and liabilities that are the Clinical Trial related assets and liabilities, which have been determined in the following manner: ● Cash is comprised of cash and cash equivalents which the Company utilizes for working capital purposes. ● Restricted cash is held in a guaranteed investment certificate with a bank as collateral for a credit facility agreement. ● Other receivables are comprised of sales tax receivable from the Canadian Revenue Agency and the Australian Taxation Office. ● Prepaids consists of a research report retainer and accounting fees prepaid. ● Accounts payable and accrued liabilities consists of audit, consulting fees and legal fees related to the Company and its Clinical Trials. ● Investments in subsidiaries and joint ventures of the Company that do not contain Clinical Trial related assets and liabilities have been excluded. Carve-Out Consolidated Statements of Net Loss and Comprehensive Loss ● The carve-out statements of net loss and comprehensive loss include operating expenses that are related to the Company and its Clinical Trials. ● Psyence Group issued share-based compensation which has been included in the Company’s carve- out consolidated statements of loss and comprehensive loss based on the proportionate share of services received by the Company from the holder. Basis of consolidation These Financial Statement incorporate the accounts of PBC and its subsidiaries relevant to the Clinical Trials. A subsidiary is an entity controlled by PBC and its results are consolidated into the financial results of the Company from the effective date of control up to the effective date of loss of control. Control exists when an investor is exposed, or has the rights, to variable returns from the involvement with the investee and has liability to affect those returns through its power over the investee. The subsidiaries of PBC relevant to the Clinical Trials that have been consolidated for the purpose of these Financial Statements are as follows: Name of entity Place of incorporation % ownership Accounting method Psyence Australia Pty Ltd. Australia 100% Consolidated Inter-company balances and transactions are eliminated upon consolidation. Basis of measurement These Financial Statements have been prepared on an accrual basis, are based on historical costs and are presented in Canadian dollars, unless otherwise noted. Functional and presentation currency These Financial Statements are presented in Canadian Dollars ( “CAD $” , USD |
Material accounting policies
Material accounting policies | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Material accounting policies | ||
Material accounting policies | 3. Material accounting policies Financial instruments Financial assets and financial liabilities, including derivatives, are recognized on the consolidated statements of financial position when the Company becomes a party to the financial instrument or derivative contract. Summary of the Company’s classification and measurements of financial assets and liabilities: Financial Assets and Liabilities Classification Measurement Cash and cash equivalents Amortized cost Amortized cost Restricted cash Amortized cost Amortized cost Accounts payable and accrued liabilities Amortized cost Amortized cost Derivative warrant liability FVTPL Fair value Convertible notes FVTPL Fair value NCAC promissory note FVTPL Fair value PGI note FVTPL Fair value Classification The Company classifies its financial assets and financial liabilities in the following measurement categories: i) those to be measured subsequently at fair value through profit or loss (“FVTPL”); ii) those to be measured subsequently at fair value through other comprehensive income (“FVOCI”); and iii) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at FVTPL (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in net loss or other comprehensive income (loss). The Company reclassifies financial assets only when its business model for managing those assets changes. Financial liabilities are not reclassified. Amortized cost This category includes financial assets that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the sole payments of principal and interest ("SPPI") criterion. Financial assets classified in this category are measured at amortized cost using the effective interest method. Fair value through profit or loss This category includes derivative instruments as well as quoted equity instruments which the Company has irrevocably elected, at initial recognition or transition, to classify at FVTPL. This category would also include debt instruments of which the cash flow characteristics fail the solely payments of principal and interest (“SPPI”) criterion or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell. Financial assets in this category are recorded at fair value with changes recognized in net loss. Financial assets at fair value through other comprehensive income Equity instruments that are not held-for-trading can be irrevocably designated to have their change in fair value recognized through other comprehensive income (loss) instead of through net loss. This election can be made on individual instruments and is not required to be made for the entire class of instruments. Attributable transaction costs are included in the carrying value of the instruments. Financial assets at fair value through other comprehensive income/(loss) are initially measured at fair value and changes therein are recognized in other comprehensive income/(loss). Hybrid financial instrument and d e rivative liability The Company determined that the warrants, including public warrants and the private warrants are derivative instruments and should be classified as a financial liability and are measured at FVTPL. Derivative and financial liabilities designated at FVTPL are carried subsequently at fair value with gains or losses recognized in net loss. Each embedded derivative is measured and presented separately unless the whole hybrid financial instrument is designated as at FVTPL. Measurement All financial instruments are required to be measured at fair value on initial recognition, plus, in the case of a financial asset or financial liability not at FVTPL, transaction costs that are directly attributable to the acquisition or issuance of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in net loss. Financial assets and financial liabilities with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payments of principal and interest. Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through net loss or other comprehensive income/(loss) (irrevocable election at the time of recognition). For financial liabilities measured subsequently at FVTPL, changes in fair value due to credit risk are recorded in profit and loss. Cash and cash equivalents Cash and cash equivalents include cash on hand and, when applicable, short-term, highly liquid deposits which are either cashable or with original maturities of less than three months at the date of their acquisition. Related party transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or entities. A transaction is considered to be a related party transaction when there is transfer of resources or obligations between related parties. Provisions Provisions are recognized when the Company has a present obligation, legal or constructive as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows. Research and development Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in the statements of net loss and comprehensive loss as incurred. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to complete development and has sufficient resources to complete development and to use or sell the asset. Other development expenditures are expensed as incurred. Research and development expenses include all direct and indirect operating expenses supporting the products in development. The costs incurred in establishing and maintaining patents are expensed as incurred. Foreign currency translation The Financial Statements are presented in USD $ which is PBM’s functional currency. The functional currency of its subsidiary consolidated within these Financial Statements is USD. In each individual entity, a foreign currency transaction is initially recorded in the functional currency of the entity, by applying the exchange rate between the functional currency and the foreign currency at the date of the transaction. At the end of the reporting period, monetary assets and liabilities of the Company which are denominated in foreign currencies are translated at the period-end exchange rate. Non-monetary assets and liabilities are translated at rates in effect at the date the assets were acquired, and liabilities incurred. The resulting exchange gains or losses arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition, are included in statement of net loss and comprehensive loss in the period in which they arise. For the purpose of presenting these Financial Statements, the assets and liabilities of the subsidiary are translated into USD $ at the exchange rates prevailing at the end of the reporting period. Income and expenses are translated at the average rates for the period. Loss per share The Company presents basic and diluted loss per share data for its common shares. Basic loss per share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding, adjusted for the effects of all dilutive potential common shares, which comprise convertible debentures, warrants and share options issued. Share based compensation The proportionate share of the fair value of the options and RSUs granted by Psyence Group shall be recognized as an expense in the Carve out Financial Statements of the Company. The expense shall be recognized over the vesting period of the options. The fair value options shall be determined using the Black-Scholes model. Income taxes Income tax comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in shareholders’ equity, in which case the income tax is also recognized directly in equity or other comprehensive income, in which case the income tax is also recognized directly in equity or other comprehensive income. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the end of the reporting period, and any adjustments to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to offset the amounts and the Company. Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statements. Deferred income tax is determined on a non-discounted basis using the tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are offset when there is a legally enforceable right to offset tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered. | 3. Significant accounting policies IFRS 9 Financial instruments The Company recognizes a financial asset or a financial liability when, and only when, it becomes a party to the contractual provisions of the instrument. Such financial assets or financial liabilities are initially recognized at fair value plus or minus transaction costs that are directly attributable to the acquisition or issue of financial instruments that are not classified as fair value through profit or loss. The classification and measurement approach for financial assets reflect the business model in which assets are managed and their cash flow characteristics. Financial assets are classified and measured based on these categories: amortized cost, fair value through other comprehensive income ( “FVOCI” “FVTPL” A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL: ● The financial asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and ● The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to measure the investment at FVOCI whereby changes in the investment’s fair value (realized and unrealized) will be recognized permanently in OCI with no reclassification to profit or loss. The election is made on an investment-by-investment basis. A financial asset shall be measured at FVTPL unless it is measured at amortized cost or at FVOCI. Financial liabilities are classified and measured based on two categories — amortized cost or FVTPL: Amortized cost Financial liabilities are classified as measured at amortized cost unless they fall into one of the following categories: financial liabilities at FVTPL, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition, financial guarantee contracts, commitments to provide a loan at a below-market interest rate, or contingent consideration recognized by an acquirer in a business combination. FVTPL Financial liabilities are classified as FVTPL if they fall into one of the five exemptions detailed above. Classification and measurement of the financial instruments is as follows: Financial instrument Classification Cash and cash equivalents Amortized cost Restricted cash Amortized cost Accounts payable and accrued liabilities Amortized cost Under IFRS 9, the Company applies a forward-looking expected credit loss (“ ECL The three-stage approach to recognizing ECL under IFRS 9 is intended to reflect the increase in credit risk of a financial instrument and are: ● Stage 1 is comprised of all financial instruments that have not had a significant increase in credit risk since initial recognition or that have low credit risk at the reporting date. The Company recognizes an impairment loss for those financial instruments at an amount equal to the twelve-month expected credit loss following the balance sheet date. ● Stage 2 is comprised of all financial instruments that have had a significant increase in credit risk since initial recognition but that do not have objective evidence of a credit loss event. The Company recognizes an impairment loss for those financial instruments at an amount equal to the lifetime expected credit losses. ● Stage 3 is comprised of all financial instruments that have objective evidence of impairment at the reporting date. The Company recognizes an impairment loss for those financial instruments at an amount equal to the lifetime expected credit losses. Impairment losses are recorded in the carve-out statements of net loss and comprehensive loss with the carrying amount of the financial assets reduced through the use of impairment allowance accounts. The Company reverses impairment losses on financial assets carried at amortized cost when the decrease in impairment can be objectively related to an event occurring after the impairment loss was initially recognized. Cash and cash equivalents Cash and cash equivalents include cash on hand and, when applicable, short-term, highly liquid deposits which are either cashable or with original maturities of less than three months at the date of their acquisition. Related party transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or entities. A transaction is considered to be a related party transaction when there is transfer of resources or obligations between related parties. Provisions Provisions are recognized when the Company has a present obligation, legal or constructive as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows. Share based compensation The proportionate share of the fair value of the options and warrants granted by Psyence Group shall be recognized as an expense in the Carve-Out Financial Statements of the Company. The expense shall be recognized over the vesting period of the options. The fair value of the options shall be determined using the Black-Scholes model. The expense associated with the options and warrants shall be allocated to the Company based on the proportion of services received by the Company from the employees and consultants who have been granted the options. Net parent investment The net parent investment represents the net financings that the Company received from Psyence Group to fund its operations through contributions to the Clinical Trials, cash extended to the Company’s subsidiaries and joint ventures that were not related to the Clinical Trials, and the net effect of cost allocations from transactions with Psyence Group, all of which did not require repayments. Research and development Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in the carve-out statements of net loss and comprehensive loss as incurred. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to complete development and has sufficient resources to complete development and to use or sell the asset. Other development expenditures are expensed as incurred. Research and development expenses include all direct and indirect operating expenses supporting the products in development. The costs incurred in establishing and maintaining patents are expensed as incurred. Foreign currency translation The Financial Statements are presented in CAD $ which is PBC’s functional currency. The functional currency of its subsidiary consolidated within these Financial Statements is USD. In each individual entity, a foreign currency transaction is initially recorded in the functional currency of the entity, by applying the exchange rate between the functional currency and the foreign currency at the date of the transaction. At the end of the reporting period, monetary assets and liabilities of the Company which are denominated in foreign currencies are translated at the period-end exchange rate. Non-monetary assets and liabilities are translated at rates in effect at the date the assets were acquired, and liabilities incurred. The resulting exchange gains or losses arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition, are included in profit or loss in the period in which they arise. For the purpose of presenting these Financial Statements, the assets and liabilities of the subsidiary are translated into CAD $ at the exchange rates prevailing at the end of the reporting period. Income and expenses are translated at the average rates for the period. Exchange differences arising are recognized in net parent investment. |
Critical accounting estimates a
Critical accounting estimates and judgements | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Critical accounting estimates and judgements | ||
Critical accounting estimates and judgements | 4. Critical accounting estimates and judgements The preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions concerning the future. Actual results may differ from these estimates. The Company’s management reviews these estimates, judgments, and assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted prospectively in the period in which the estimates are revised. The following are deemed to be critical accounting policies by as these require a high level of subjectivity and judgement and could have a material impact on PBM’s financial statements. Going concern These Financial Statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Management routinely plans future activities including forecasting future cash flows and forming judgements collectively with directors of the Company. Judgement is required in determining if the Company’s has sufficient cash reserves, together with all other available information, to continue as a going concern for a period of at least twelve months. As at January 31, 2024 the Company has concluded that a material uncertainty exists that casts significant doubt about the Company’s ability to continue as a going concern. Reverse takeover transaction The Company treated the RTO Transaction as a capital transaction equivalent to the issue of shares of the Company in exchange for the net monetary assets of NCAC. The Company determined that the original shareholders of PGI became the controlling shareholders of the Company after the RTO Transaction, therefore the Company was the acquiror and NCAC was the acquiree. The RTO Transaction did not constitute a business combination as defined under IFRS 3, Business Combinations, as NCAC is a non-operating entity that does not meet the definition of a business under IFRS 3. The excess of the consideration paid over the net liability acquired together with any transaction costs incurred for the Transaction is expensed as a listing expense in accordance with IFRS 2 Share-Based Payments. The fair value of the consideration paid was determined by the opening trading price ($3.55/share) of the Company’s common shares listed on the NASDAQ on January 26, 2024. Convertible instruments Convertible notes are compound financial instruments which have been designated as a FVTPL classification. The identification of convertible debenture components is based on interpretations of the substance of the contractual arrangement and therefore requires judgment from management. The separation of the components affects the initial recognition of the convertible debenture at issuance and the subsequent remeasurement. As the Company has designated the entire convertible financial instrument as FVTPL given the embedded derivate liability that was contained by the convertible financial instrument, the debentures have not been separated into debt and derivative components. The fair value of the instrument approximates the transaction price due to the short period outstanding. Contingencies From time to time, the Company is named as a party to claims or involved in proceedings, including legal, regulatory and tax related, in the ordinary course of its business. While the outcome of these matters may not be estimable at the reporting date, the Company makes provisions, where possible, for the estimated outcome of such claims or proceedings. Should a loss result from the resolution of any claims or proceedings that differs from these estimates, the difference will be accounted for as a charge to profit or loss in that period. The actual results may vary and may cause significant adjustments. Deferred taxes Significant estimates are required in determining the Company’s income tax provision. Some estimates are based on interpretations of existing tax laws or regulations. Various internal and external factors may have favourable or unfavourable effects on the Company’s future effective tax rate. These include, but are not limited to, changes in tax laws, regulations and/or rates, changing interpretations of existing tax laws or regulations, and results of tax audits by tax authorities. Inputs when using Black-Scholes valuation model The estimates used in determining the private warrant fair values, utilizes estimates made by management in determining the appropriate input variables in the Black-Scholes valuation model. Inputs subject to estimates include volatility, estimated lives and market rates. Income taxes Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. Government grants Government grants are recognized when there is reasonable assurance that the Company will comply with the conditions attached to them and the government grants will be received. Grants are recognized as income when they are received. The Company has recognized the government grant received during the period as research and development grants as other income in the combined consolidated statements of loss and comprehensive loss. | 4. Critical accounting estimates and judgements The preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions concerning the future. Actual results may differ from these estimates. The Company’s management reviews these estimates, judgments, and assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted prospectively in the period in which the estimates are revised. The following are deemed to be critical accounting policies by as these require a high level of subjectivity and judgement and could have a material impact on PBC’s financial statements. Going concern These Financial Statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Management routinely plans future activities including forecasting future cash flows and forming judgements collectively with directors of the Company. Judgement is required in determining if the Company’s has sufficient cash reserves, together with all other available information, to continue as a going concern for a period of at least twelve months. As at March 31, 2023 the Company has concluded that a material uncertainty exists that casts significant doubt about the Company’s ability to continue as a going concern. Contingencies From time to time, the Company is named as a party to claims or involved in proceedings, including legal, regulatory and tax related, in the ordinary course of its business. While the outcome of these matters may not be estimable at the reporting date, the Company makes provisions, where possible, for the estimated outcome of such claims or proceedings. Should a loss result from the resolution of any claims or proceedings that differs from these estimates, the difference will be accounted for as a charge to profit or loss in that period. The actual results may vary and may cause significant adjustments. Share based compensation The allocation of the expenses associated with the options and warrants granted by Psyence Group to the Company is based on the proportion of services received from the employees and consultants who have been granted the options. However, determining the proportion of services received by the Company involves judgment. Additionally, estimating the fair value for share-based payment transactions requires judgement in determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This also requires estimation of the most appropriate inputs to the valuation model including the expected life of the share option or warrant, volatility, dividend yield and share price. |
Reverse takeover transaction wi
Reverse takeover transaction with NCAC | 10 Months Ended |
Jan. 31, 2024 | |
Reverse takeover transaction with NCAC | |
Reverse takeover transaction with NCAC | 5. Reverse takeover transaction with NCAC On January 25, 2024 the Company completed the RTO Transaction (See Note 1). RTO Transaction did not constitute a business combination as defined under IFRS 3, Business Combinations, as NCAC is a non-operating entity that does not meet the definition of a business under IFRS 3. The excess of the consideration paid over the net liability acquired together with any transaction costs incurred for the Transaction is expensed as a listing expense in accordance with IFRS 2 Share-Based Payments. The fair value of the consideration paid was determined by the opening trading price ($3.55/share) of the Company’s common shares listed on the NASDAQ on January 26, 2024. Prior to the transaction, NCAC shareholders have made redemptions and NCAC has issued new shares new ordinary shares to settle certain liabilities and obligations. Accordingly, upon consummation of the Company newly issued 8,390,659 common shares in exchange for the outstanding ordinary share held by a NCAC stockholder. The calculation of listing expenses is as follows: Listing Expense Consideration paid: Shares issued to NCAC shareholders 7,794,659 Shares issued to settle NCAC liabilities 150,000 Shares issued to compensate advisors 446,000 Total consideration shares issued NCAC shareholders 8,390,659 Fair value of the common shares $ 3.55 Deemed consideration amount for the common shares issued $ 29,786,839 Net identifiable liability acquired: Cash and cash equivalent $ 203 Accounts payable and accrued liabilities $ (165) NCAC promissory note (Note 10) $ (1,615,501) Derivative warrant liabilities (Note 9) $ (595,358) Net liabilities acquired $ (2,210,821) Listing Expense $ 31,997,660 The listing expense has been included in the consolidated statements of net loss and comprehensive loss, which also includes the other transaction cost of $1,074,728 in connection with the RTO Transaction composed of legal, banking, professional fees and costs related to the settlement of carved-out assets and liabilities from PGI. |
Cash, restricted cash and cash
Cash, restricted cash and cash equivalents | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Cash, restricted cash and cash equivalents | ||
Cash, restricted cash and cash equivalents | 6. Cash, restricted cash and cash equivalents Cash and cash equivalents include the following amounts: January 31, March 31, 2024 2023 Unrestricted cash held with chartered banks 2,322,008 1,334,343 Restricted Cash — 29,557 Total 2,322,008 1,363,890 ● unrestricted cash held with chartered banks and ● the Company entered into a cash collateral agreement with a major chartered bank in Canada with regards to a credit facility against which the Company deposited $40,000 in a guaranteed investment certificate with the bank. Amounts are held in restricted cash on the statements of financial position. | 5. Cash, restricted cash and cash equivalents Cash and cash equivalents include the following amounts: March 31, March 31, March 31, 2023 2022 2021 Unrestricted cash held with chartered banks 1,800,539 2,185,868 6,001,436 Held in trust for brokerage account 5,227 5,227 5,000 Restricted Cash 40,000 40,000 — Total 1,845,776 2,231,095 6,006,436 ● an amount held in trust by a brokerage firm as security for foreign currency exchanges; ● unrestricted cash held with chartered banks and ● the Company entered into a cash collateral agreement with a major chartered bank in Canada with regards to a credit facility against which the Company deposited $40,000 in a guaranteed investment certificate with the bank. Amounts are held in restricted cash on the carve-out statements of financial position. |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Accounts payable and accrued liabilities | ||
Accounts payable and accrued liabilities | 7. Accounts payable and accrued liabilities Accounts payable and accrued liabilities include the following amounts: January 31, March 31, 2024 2023 Trade payables 847,751 1,636,034 Accrued liabilities 262,813 162,565 Total 1,110,564 1,798,599 | 6. Accounts payable and accrued liabilities Accounts payable and accrued liabilities include the following amounts: March 31, March 31, March 31, 2023 2022 2021 Trade payables 2,203,468 46,054 16,976 Accrued liabilities 219,999 118,446 110,614 Total 2,423,467 164,500 127,590 |
Convertible note liability
Convertible note liability | 10 Months Ended |
Jan. 31, 2024 | |
Convertible note liability | |
Convertible note liability | 8 . Convertible note liability On January 15, 2024, in connection with the RTO Transaction (Note 5), the Company and Psyence Biomed II entered into the Securities Purchase Agreement with the Investors and the Sponsor, relating to up to four senior secured convertible notes obligations under which are guaranteed by certain assets of the Company and Psyence Biomed II, issuable to the Investors at or after the Closing, as the case may be, for the aggregate principal amount of up to $12,500,000 in exchange for up to $10,000,000 in subscription amounts (the “ Convertible Note Financing The two First Tranche Notes, for an aggregate of $3,125,000, were delivered by the Company to the Investors on January 25, 2024, in exchange for an aggregate of $2,500,000 in financing, which occurred substantially concurrently with the consummation of the RTO Transaction. On the original issuance date of the First Tranche Notes, interest began accruing at 8.0% per annum based on the outstanding principal amount of the First Tranche Notes and is payable monthly in arrears in cash or in common shares of the Company at the Conversion Price (as defined below). The price at which the Investors can convert the outstanding principal and interest to the common shares (the “Conversion Price”) is determined as follows: The initial Conversion Price of the First Tranche Notes was $10.00; provided, however, that such Conversion Price is subject to certain adjustments according to the terms and reset dates included in the First Tranche Notes and may be reduced to a Conversion Floor of $1.00, until the First Reset Date (5 days prior the initial Registration Statement is effective), then to $0.50 on the Second Reset Date (3-month anniversary of Closing Date) and to $0 thereafter. The Company is also obligated to pay the Investors in no later than 35 trading days any price differences in cash or in shares between the when the 30-Day volume-weighted average price (“ VWAP Make Whole Payment Total proceeds received are $2,500,000 (the “ Transaction Price |
Derivative warrant liabilities
Derivative warrant liabilities | 10 Months Ended |
Jan. 31, 2024 | |
Derivative warrant liabilities | |
Derivative warrant liabilities | 9. Derivative warrant liabilities Prior to the RTO Transaction, NCAC had two classes of warrants outstanding, which were assumed by the Company upon completion of the RTO Transaction. Public Warrants: which were resulted from NCAC’s initial public offering (the “ NCAC IPO Private Warrants: which were resulted from NCAC’s private placement prior to the NCAC IPO. As at the Closing Date and January 31, 2024, there were 13,070,000 warrants Warrants Warrants IAS 32 – Financial Instruments: presentation. Since the Public Warrants are traded on Nasdaq, their price is observable. The Company valued the Public Warrants using the closing price of PBMWW to measure their fair value. The Company utilizes a Black-Scholes options valuation model to value the private warrants at each reporting period, with changes in fair value recognized in the statement of net loss and comprehensive loss. The estimated fair value of the warrant liability is determined using Level 2 inputs. Inherent in a Black-Scholes pricing model are assumptions related to expected volatility of the Public Warrants, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on industry historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 2 fair value measurements at January 31, 2024: Warrant Inputs Share price 4.79 Expected dividend yield Nil Exercise price 11.50 Risk-free interest rate 3.93 % Expected life 5.00 Expected volatility 17.70 % Expiry date January 25, 2029 At January 31, 2024 the fair value of the Public and Private Warrants was $750,000 ($0.06/warrant) and $26,608 ($0.4668/warrant), respectively. A fair value loss of $181,250 was recognized on the statement of net loss and comprehensive loss. Warrant transactions and the number of warrants outstanding are summarized as follows: Public Warrants Private Warrants Weighted Weighted Average Average Number of Exercise Number of Exercise Warrants Price Warrants Price Balance, March 31, 2023 — $ — — $ — Issued 12,500,000 11.50 570,000 11.50 Balance, January 31, 2024 12,500,000 $ 11.50 570,000 $ 11.50 The following warrants were outstanding and exercisable at January 31, 2024: Number of Number of Exercise Warrants Warrants Issue Date Expiry Date Price Outstanding Exercisable January 25, 2024 January 25, 2029 $ 11.50 13,070,000 13,070,000 Balance, January 31, 2024 $ 11.50 13,070,000 13,070,000 |
Promissory Notes
Promissory Notes | 10 Months Ended |
Jan. 31, 2024 | |
Promissory Notes | |
Promissory Notes | 10. Promissory Notes On January 25, 2024, the Company issued an unsecured convertible promissory note to Psyence Group Inc.(“ PGI PGI Note On January 25, 2024, NCAC issued an unsecured convertible promissory note to the Sponsor (the “ NCAC Replacement Note Existing Notes |
Share capital
Share capital | 10 Months Ended |
Jan. 31, 2024 | |
Share capital | |
Share capital | 11. Share capital a) Authorized The Company is authorized to issue an unlimited number of Common Shares, each without par value. b) Issued and outstanding As at January 31, 2024, there were 13,390,659 issued On January 25, 2024, as a result of the completion of the RTO Transaction, the Company issued 5,000,000 Common Shares to the previous shareholders of PGI, 8,390,659 to the previous shareholders of NCAC (see Note 5). c) Loss per share The calculation of basic and diluted loss per share is based on the loss for the period divided by the weighted average number of shares in circulation during the period. In calculating the diluted loss per share, potentially dilutive shares such as options, convertible debt and warrants have not been included as they would have the effect of decreasing the loss per share, and they would therefore be anti-dilutive. |
Other income
Other income | 10 Months Ended |
Jan. 31, 2024 | |
Other income. | |
Other income | 12. Other income On August 21, 2023 the Company entered into a loan agreement (the "Loan Agreement") via its Australian subsidiary Psyence Australia (Pty) Ltd (the "Borrower"), to borrow up to AUD $1,100,000 by way of a secured loan (the "Loan") from RH Capital Finance Co., LLC. The Loan is secured by way of a General Security Agreement and parent company guarantee against the assets of the Borrower and the Company. The loan was granted to the Borrower after it successfully registered its research and development activities with the Australian Federal Government. The Borrower benefits from the Australian Federal Government’s Research & Development tax incentive program, which provides up to a 43.5% rebate on research and development expenses in Australia. The Loan bears interest at 16% per annum subject to a minimum interest chargeable period of 91 days, and is repayable at the earlier of: (a) 21 business days after the notice of assessment (in respect of R&D refunds) is issued by the Australian Taxation Office to the Borrower for the financial year ended June 30, 2023 (b) an event of default and (c) 30 November 2023. The loan agreement with RH Capital Finance Co., LLC was repaid in full on October 5, 2023 when the Company received the research and development rebate of AUD $1,336,622 ($880,352) from the Australian Taxation office which was utilised to settle the loan payable. This rebate represents a government grant aimed at supporting research and development activities. Therefore, in accordance with International Financial Reporting Standards (IFRS), the grant is recognized as income when there is a reasonable assurance that the grant will be received and that the Company will comply with the conditions attached to it. These conditions were satisfied when the Company received the rebate on October 5, 2023. $56,203 (January 31, 2023 - $nil) in interest expense was incurred during the ten months period ended January 31, 2024. The loan and all outstanding interest was repaid after quarter end after the Australian Taxation Office refunded 43.5% of expenditure incurred on research and development in Australia. |
Capital management
Capital management | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Capital management | ||
Capital management | 13. Capital management The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development of natural health business, to maintain a flexible capital structure which optimizes the cost of capital at an acceptable risk level. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may obtain additional funding from equity financings, issue new debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents on hand. In order to facilitate the management of its capital requirements, the Company prepares annual budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors. Management considers its approach to capital management to be appropriate given the relative size of the Company. There were no changes in the Company’s approach to capital management during the period. | 8. Capital management The Company manages its cash and net parent investment as capital. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development of natural health business, to maintain a flexible capital structure which optimizes the cost of capital at an acceptable risk level. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may obtain additional funding from its parent, issue new debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents on hand. In order to facilitate the management of its capital requirements, the Company prepares annual budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors. Management considers its approach to capital management to be appropriate given the relative size of the Company. There were no changes in the Company’s approach to capital management during the year. |
Transactions with related parti
Transactions with related parties | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Transactions with related parties | ||
Transactions with related parties | 14. Transactions with related parties All related party transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. All amounts either due from or due to related parties other than specifically disclosed are non-interest bearing, unsecured and have no fixed terms of repayments. The Company incurred the following transactions with related parties during the periods ended January 31, 2024 and January 31, 2023: Compensation to key management personnel Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and Board of Directors. Key Management Personnel January 31, 2024 January 31, 2023 Short term benefits 451,138 417,958 Total 451,138 417,958 Short term benefits consist of consulting fees, payroll and other benefits paid to key management personnel. | 9. Transactions with related parties All related party transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. All amounts either due from or due to related parties other than specifically disclosed are non-interest bearing, unsecured and have no fixed terms of repayments. The Company incurred the following transactions with related parties during the years ended March 31, 2023 and March 31, 2022: Compensation to key management personnel Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and Board of Directors. March 31, March 31, Key Management Personnel 2023 2022 Short term benefits 785,487 764,965 Share based compensation 231,231 370,037 Total 1,016,718 1,135,002 Short term benefits consist of consulting fees, payroll and other benefits paid to key management personnel. Share based compensation is options granted to key management personnel. Accounts payable included balances for related parties of $100,355 ($22,005 – March 31, 2022 & $28,125 – March 31, 2021). |
Share based compensation
Share based compensation | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Share based compensation | ||
Share based compensation | 15. Share based compensation During the period ended January 31, 2024, $177,471 (Period ended January 31, 2023 - $243,963) was recognized for options and restricted stock units (“RSU’s”) granted by Psyence Group under professional fees and consulting expenses and general and administrative expenses on the condensed carve-out consolidated interim statements of net loss and comprehensive loss. The allocation of share based compensation expense was comprised of a total of 0 (year ended March 31, 2022 – 2,558,401) options granted by Psyence Group during the period ended January 31, 2024 with a weighted average fair value of $0.00 (period ended January 31, 2023 - $0.07) and a total of 0 (period ended January 31, 2023 - 3,528,750) RSUs granted by Psyence Group during the period ended January 31, 2024. This share-based compensation relates only to the historic carve out pre-combination period and does not relate to options or RSUs in the Company. No share options or RSUs have been issued by the Company post transaction and listing date. | 10. Share based compensation During the year ended March 31, 2023 $292,756 (Year ended March 31, 2022 – $414,574) was recognized for options and restricted stock units (“RSU’s”) granted by Psyence Group under professional fees and consulting expenses and general and administrative expenses on the carve-out consolidated statements of net loss and comprehensive loss. The allocation of share based compensation expense to the Company was comprised of a total of 2,558,401 (year ended March 31, 2022 – 1,350,000 Options and RSUs granted were subject to various time-based vesting terms. This allocation was based on services received from consultants and employees who were granted options in Psyence Group. The fair value of the RSU’s was based on the Company’s share price at the date of grant. The fair value of the options was determined at the grant date based on the Black Scholes pricing model, using the following weighted average assumptions: Options granted during year Options granted during year ended March 31, 2023 ended March 31, 2022 Numbers issued 2,558,401 1,350,000 Share price $0.09 – $0.14 $0.26 Expected dividend yield Nil Nil Exercise price $0.14 – $0.20 $0.30 Risk-free interest rate 2.78% – 3.49% 0.96% Expected life 3.00 – 5.00 5.00 Expected volatility 100% 100% |
Financial instruments and finan
Financial instruments and financial risk management | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Financial instruments and financial risk management | ||
Financial instruments and financial risk management | 16. Financial instruments and financial risk management a) Financial instrument classification and fair value measurement Financial instruments that are recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value of hierarchy has the following levels: ● Level 1 – quoted prices in active markets for identical financial instruments. ● Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in the markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. ● Level 3 – valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The table below presents the carrying value of the Company’s financial instruments: Level 1 Level 2 Level 3 Total Derivative warrant liabilities – Private Warrants — 26,608 — 26,608 Derivative warrant liabilities – Public Warrants 750,000 — — 750,000 Convertible notes — — 2,500,000 — Balance, January 31, 2024 $ 750,000 $ 26,608 $ 2,500,000 $ 776,608 The face value of the financial instruments approximates the fair value due to the short-term maturity nature of the financial instruments. b) Risk management In the normal course of business, the Company is exposed to a variety of financial risks: credit risk, liquidity risk, foreign exchange risk and interest rate risk. These financial risks are subject to normal credit standards, financial controls, risk management as well as monitoring. The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. Credit risk Credit risk arises from cash and cash equivalents held with banks. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses on financial assets. The Company minimizes the credit risk of cash and cash equivalents by depositing with only reputable financial institutions. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through an ongoing review of future commitments and cash balances available. Historically, the Company’s main source of funding has been through investments from its parent. The Company’s access to financing is uncertain. There can be no assurance of continued access to significant equity or debt funding. The following table set forth the maturity of the contractual obligations as at January 31, 2024 and after Carrying Contractual Less than 1 Between 1 Amount Cash Flows year and 3 year Accounts payable & accrued liabilities $ 1,110,564 $ 1,110,564 $ 1,110,564 $ — Convertible note liability 2,500,000 $ 3,625,000 $ 250,000 3,375,000 Due to NCAC sponsor 1,615,501 1,615,501 1,615,501 — Due to Psyence Group Inc 1,460,657 1,460,657 1,460,657 — Total contractual obligations $ 6,686,722 $ 7,811,722 $ 4,436,722 $ 3,375,000 Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has no significant interest-bearing assets or liabilities and therefore its income and operating cash flows are substantially independent of changes in market interest rates. Foreign exchange risk Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. As at January 31, 2024, a 10% fluctuation in foreign exchange rates would result in a $42,491 impact to net loss and comprehensive loss. | 12. Financial instruments and financial risk management In the normal course of business, the Company is exposed to a variety of financial risks: credit risk, liquidity risk, foreign exchange risk and interest rate risk. These financial risks are subject to normal credit standards, financial controls, risk management as well as monitoring. The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. Credit risk Credit risk arises from cash and cash equivalents held with banks. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses on financial assets. The Company minimizes the credit risk of cash and cash equivalents by depositing with only reputable financial institutions. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through an ongoing review of future commitments and cash balances available. Historically, the Company’s main source of funding has been through investments from its parent. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity or debt funding. Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has no significant interest-bearing assets or liabilities and therefore its income and operating cash flows are substantially independent of changes in market interest rates. Foreign exchange risk Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. As at March 31, 2023, a 10% fluctuation in foreign exchange rates would result in a $5,482 impact to profit or loss. |
Material accounting policies (P
Material accounting policies (Policies) | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Material accounting policies | ||
Financial instruments | Financial instruments Financial assets and financial liabilities, including derivatives, are recognized on the consolidated statements of financial position when the Company becomes a party to the financial instrument or derivative contract. Summary of the Company’s classification and measurements of financial assets and liabilities: Financial Assets and Liabilities Classification Measurement Cash and cash equivalents Amortized cost Amortized cost Restricted cash Amortized cost Amortized cost Accounts payable and accrued liabilities Amortized cost Amortized cost Derivative warrant liability FVTPL Fair value Convertible notes FVTPL Fair value NCAC promissory note FVTPL Fair value PGI note FVTPL Fair value Classification The Company classifies its financial assets and financial liabilities in the following measurement categories: i) those to be measured subsequently at fair value through profit or loss (“FVTPL”); ii) those to be measured subsequently at fair value through other comprehensive income (“FVOCI”); and iii) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at FVTPL (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in net loss or other comprehensive income (loss). The Company reclassifies financial assets only when its business model for managing those assets changes. Financial liabilities are not reclassified. Amortized cost This category includes financial assets that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the sole payments of principal and interest ("SPPI") criterion. Financial assets classified in this category are measured at amortized cost using the effective interest method. Fair value through profit or loss This category includes derivative instruments as well as quoted equity instruments which the Company has irrevocably elected, at initial recognition or transition, to classify at FVTPL. This category would also include debt instruments of which the cash flow characteristics fail the solely payments of principal and interest (“SPPI”) criterion or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell. Financial assets in this category are recorded at fair value with changes recognized in net loss. Financial assets at fair value through other comprehensive income Equity instruments that are not held-for-trading can be irrevocably designated to have their change in fair value recognized through other comprehensive income (loss) instead of through net loss. This election can be made on individual instruments and is not required to be made for the entire class of instruments. Attributable transaction costs are included in the carrying value of the instruments. Financial assets at fair value through other comprehensive income/(loss) are initially measured at fair value and changes therein are recognized in other comprehensive income/(loss). Hybrid financial instrument and d e rivative liability The Company determined that the warrants, including public warrants and the private warrants are derivative instruments and should be classified as a financial liability and are measured at FVTPL. Derivative and financial liabilities designated at FVTPL are carried subsequently at fair value with gains or losses recognized in net loss. Each embedded derivative is measured and presented separately unless the whole hybrid financial instrument is designated as at FVTPL. Measurement All financial instruments are required to be measured at fair value on initial recognition, plus, in the case of a financial asset or financial liability not at FVTPL, transaction costs that are directly attributable to the acquisition or issuance of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in net loss. Financial assets and financial liabilities with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payments of principal and interest. Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through net loss or other comprehensive income/(loss) (irrevocable election at the time of recognition). For financial liabilities measured subsequently at FVTPL, changes in fair value due to credit risk are recorded in profit and loss. | IFRS 9 Financial instruments The Company recognizes a financial asset or a financial liability when, and only when, it becomes a party to the contractual provisions of the instrument. Such financial assets or financial liabilities are initially recognized at fair value plus or minus transaction costs that are directly attributable to the acquisition or issue of financial instruments that are not classified as fair value through profit or loss. The classification and measurement approach for financial assets reflect the business model in which assets are managed and their cash flow characteristics. Financial assets are classified and measured based on these categories: amortized cost, fair value through other comprehensive income ( “FVOCI” “FVTPL” A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL: ● The financial asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and ● The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to measure the investment at FVOCI whereby changes in the investment’s fair value (realized and unrealized) will be recognized permanently in OCI with no reclassification to profit or loss. The election is made on an investment-by-investment basis. A financial asset shall be measured at FVTPL unless it is measured at amortized cost or at FVOCI. Financial liabilities are classified and measured based on two categories — amortized cost or FVTPL: Amortized cost Financial liabilities are classified as measured at amortized cost unless they fall into one of the following categories: financial liabilities at FVTPL, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition, financial guarantee contracts, commitments to provide a loan at a below-market interest rate, or contingent consideration recognized by an acquirer in a business combination. FVTPL Financial liabilities are classified as FVTPL if they fall into one of the five exemptions detailed above. Classification and measurement of the financial instruments is as follows: Financial instrument Classification Cash and cash equivalents Amortized cost Restricted cash Amortized cost Accounts payable and accrued liabilities Amortized cost Under IFRS 9, the Company applies a forward-looking expected credit loss (“ ECL The three-stage approach to recognizing ECL under IFRS 9 is intended to reflect the increase in credit risk of a financial instrument and are: ● Stage 1 is comprised of all financial instruments that have not had a significant increase in credit risk since initial recognition or that have low credit risk at the reporting date. The Company recognizes an impairment loss for those financial instruments at an amount equal to the twelve-month expected credit loss following the balance sheet date. ● Stage 2 is comprised of all financial instruments that have had a significant increase in credit risk since initial recognition but that do not have objective evidence of a credit loss event. The Company recognizes an impairment loss for those financial instruments at an amount equal to the lifetime expected credit losses. ● Stage 3 is comprised of all financial instruments that have objective evidence of impairment at the reporting date. The Company recognizes an impairment loss for those financial instruments at an amount equal to the lifetime expected credit losses. Impairment losses are recorded in the carve-out statements of net loss and comprehensive loss with the carrying amount of the financial assets reduced through the use of impairment allowance accounts. The Company reverses impairment losses on financial assets carried at amortized cost when the decrease in impairment can be objectively related to an event occurring after the impairment loss was initially recognized. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include cash on hand and, when applicable, short-term, highly liquid deposits which are either cashable or with original maturities of less than three months at the date of their acquisition. | Cash and cash equivalents Cash and cash equivalents include cash on hand and, when applicable, short-term, highly liquid deposits which are either cashable or with original maturities of less than three months at the date of their acquisition. |
Related party transactions | Related party transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or entities. A transaction is considered to be a related party transaction when there is transfer of resources or obligations between related parties. | Related party transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or entities. A transaction is considered to be a related party transaction when there is transfer of resources or obligations between related parties. |
Provisions | Provisions Provisions are recognized when the Company has a present obligation, legal or constructive as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows. | Provisions Provisions are recognized when the Company has a present obligation, legal or constructive as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows. |
Research and development | Research and development Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in the statements of net loss and comprehensive loss as incurred. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to complete development and has sufficient resources to complete development and to use or sell the asset. Other development expenditures are expensed as incurred. Research and development expenses include all direct and indirect operating expenses supporting the products in development. The costs incurred in establishing and maintaining patents are expensed as incurred. | Research and development Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in the carve-out statements of net loss and comprehensive loss as incurred. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to complete development and has sufficient resources to complete development and to use or sell the asset. Other development expenditures are expensed as incurred. Research and development expenses include all direct and indirect operating expenses supporting the products in development. The costs incurred in establishing and maintaining patents are expensed as incurred. |
Foreign currency translation | Foreign currency translation The Financial Statements are presented in USD $ which is PBM’s functional currency. The functional currency of its subsidiary consolidated within these Financial Statements is USD. In each individual entity, a foreign currency transaction is initially recorded in the functional currency of the entity, by applying the exchange rate between the functional currency and the foreign currency at the date of the transaction. At the end of the reporting period, monetary assets and liabilities of the Company which are denominated in foreign currencies are translated at the period-end exchange rate. Non-monetary assets and liabilities are translated at rates in effect at the date the assets were acquired, and liabilities incurred. The resulting exchange gains or losses arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition, are included in statement of net loss and comprehensive loss in the period in which they arise. For the purpose of presenting these Financial Statements, the assets and liabilities of the subsidiary are translated into USD $ at the exchange rates prevailing at the end of the reporting period. Income and expenses are translated at the average rates for the period. | Foreign currency translation The Financial Statements are presented in CAD $ which is PBC’s functional currency. The functional currency of its subsidiary consolidated within these Financial Statements is USD. In each individual entity, a foreign currency transaction is initially recorded in the functional currency of the entity, by applying the exchange rate between the functional currency and the foreign currency at the date of the transaction. At the end of the reporting period, monetary assets and liabilities of the Company which are denominated in foreign currencies are translated at the period-end exchange rate. Non-monetary assets and liabilities are translated at rates in effect at the date the assets were acquired, and liabilities incurred. The resulting exchange gains or losses arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition, are included in profit or loss in the period in which they arise. For the purpose of presenting these Financial Statements, the assets and liabilities of the subsidiary are translated into CAD $ at the exchange rates prevailing at the end of the reporting period. Income and expenses are translated at the average rates for the period. Exchange differences arising are recognized in net parent investment. |
Loss per share | Loss per share The Company presents basic and diluted loss per share data for its common shares. Basic loss per share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding, adjusted for the effects of all dilutive potential common shares, which comprise convertible debentures, warrants and share options issued. | |
Share based compensation | Share based compensation The proportionate share of the fair value of the options and RSUs granted by Psyence Group shall be recognized as an expense in the Carve out Financial Statements of the Company. The expense shall be recognized over the vesting period of the options. The fair value options shall be determined using the Black-Scholes model. | Share based compensation The proportionate share of the fair value of the options and warrants granted by Psyence Group shall be recognized as an expense in the Carve-Out Financial Statements of the Company. The expense shall be recognized over the vesting period of the options. The fair value of the options shall be determined using the Black-Scholes model. The expense associated with the options and warrants shall be allocated to the Company based on the proportion of services received by the Company from the employees and consultants who have been granted the options. |
Income taxes | Income taxes Income tax comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in shareholders’ equity, in which case the income tax is also recognized directly in equity or other comprehensive income, in which case the income tax is also recognized directly in equity or other comprehensive income. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the end of the reporting period, and any adjustments to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to offset the amounts and the Company. Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statements. Deferred income tax is determined on a non-discounted basis using the tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are offset when there is a legally enforceable right to offset tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered. |
Basis of presentation (Tables)
Basis of presentation (Tables) | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Basis of presentation | ||
Summary of consolidation | Name of entity Place of incorporation % ownership Accounting method Psyence Australia Pty Ltd. Australia 100 % Consolidated Pysence Biomed II Corp. Canada 100 % Consolidated Newcourt Acquisition Corp. Cayman Islands 100 % Consolidated | Name of entity Place of incorporation % ownership Accounting method Psyence Australia Pty Ltd. Australia 100% Consolidated |
Reverse takeover transaction _2
Reverse takeover transaction with NCAC (Tables) | 10 Months Ended |
Jan. 31, 2024 | |
Reverse takeover transaction with NCAC | |
Summary of calculation of listing expenses | Listing Expense Consideration paid: Shares issued to NCAC shareholders 7,794,659 Shares issued to settle NCAC liabilities 150,000 Shares issued to compensate advisors 446,000 Total consideration shares issued NCAC shareholders 8,390,659 Fair value of the common shares $ 3.55 Deemed consideration amount for the common shares issued $ 29,786,839 Net identifiable liability acquired: Cash and cash equivalent $ 203 Accounts payable and accrued liabilities $ (165) NCAC promissory note (Note 10) $ (1,615,501) Derivative warrant liabilities (Note 9) $ (595,358) Net liabilities acquired $ (2,210,821) Listing Expense $ 31,997,660 |
Cash, restricted cash and cas_2
Cash, restricted cash and cash equivalents (Tables) | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Cash, restricted cash and cash equivalents | ||
Summary of cash and cash equivalents | January 31, March 31, 2024 2023 Unrestricted cash held with chartered banks 2,322,008 1,334,343 Restricted Cash — 29,557 Total 2,322,008 1,363,890 | March 31, March 31, March 31, 2023 2022 2021 Unrestricted cash held with chartered banks 1,800,539 2,185,868 6,001,436 Held in trust for brokerage account 5,227 5,227 5,000 Restricted Cash 40,000 40,000 — Total 1,845,776 2,231,095 6,006,436 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Accounts payable and accrued liabilities | ||
Summary of accounts payable and accrued liabilities | January 31, March 31, 2024 2023 Trade payables 847,751 1,636,034 Accrued liabilities 262,813 162,565 Total 1,110,564 1,798,599 | March 31, March 31, March 31, 2023 2022 2021 Trade payables 2,203,468 46,054 16,976 Accrued liabilities 219,999 118,446 110,614 Total 2,423,467 164,500 127,590 |
Derivative warrant liabilities
Derivative warrant liabilities (Tables) | 10 Months Ended |
Jan. 31, 2024 | |
Derivative warrant liabilities | |
Schedule of quantitative information regarding Level 2 fair value measurements of warrants | Warrant Inputs Share price 4.79 Expected dividend yield Nil Exercise price 11.50 Risk-free interest rate 3.93 % Expected life 5.00 Expected volatility 17.70 % Expiry date January 25, 2029 |
Summary of warrant transactions and the number of warrants outstanding | Public Warrants Private Warrants Weighted Weighted Average Average Number of Exercise Number of Exercise Warrants Price Warrants Price Balance, March 31, 2023 — $ — — $ — Issued 12,500,000 11.50 570,000 11.50 Balance, January 31, 2024 12,500,000 $ 11.50 570,000 $ 11.50 |
Schedule of warrants outstanding and exercisable | Number of Number of Exercise Warrants Warrants Issue Date Expiry Date Price Outstanding Exercisable January 25, 2024 January 25, 2029 $ 11.50 13,070,000 13,070,000 Balance, January 31, 2024 $ 11.50 13,070,000 13,070,000 |
Transactions with related par_2
Transactions with related parties (Tables) | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Transactions with related parties | ||
Summary of compensation to key management personnel | Key Management Personnel January 31, 2024 January 31, 2023 Short term benefits 451,138 417,958 Total 451,138 417,958 | March 31, March 31, Key Management Personnel 2023 2022 Short term benefits 785,487 764,965 Share based compensation 231,231 370,037 Total 1,016,718 1,135,002 |
Share based compensation (Table
Share based compensation (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Share based compensation | |
Summary of fair value of the options was determined at the grant date based on the Black Scholes pricing model, using the following weighted average assumptions | Options granted during year Options granted during year ended March 31, 2023 ended March 31, 2022 Numbers issued 2,558,401 1,350,000 Share price $0.09 – $0.14 $0.26 Expected dividend yield Nil Nil Exercise price $0.14 – $0.20 $0.30 Risk-free interest rate 2.78% – 3.49% 0.96% Expected life 3.00 – 5.00 5.00 Expected volatility 100% 100% |
Financial instruments and fin_2
Financial instruments and financial risk management (Tables) | 10 Months Ended |
Jan. 31, 2024 | |
Financial instruments and financial risk management | |
Schedule of carrying value of the financial instruments | Level 1 Level 2 Level 3 Total Derivative warrant liabilities – Private Warrants — 26,608 — 26,608 Derivative warrant liabilities – Public Warrants 750,000 — — 750,000 Convertible notes — — 2,500,000 — Balance, January 31, 2024 $ 750,000 $ 26,608 $ 2,500,000 $ 776,608 |
Schedule of maturities of contractual obligations | Carrying Contractual Less than 1 Between 1 Amount Cash Flows year and 3 year Accounts payable & accrued liabilities $ 1,110,564 $ 1,110,564 $ 1,110,564 $ — Convertible note liability 2,500,000 $ 3,625,000 $ 250,000 3,375,000 Due to NCAC sponsor 1,615,501 1,615,501 1,615,501 — Due to Psyence Group Inc 1,460,657 1,460,657 1,460,657 — Total contractual obligations $ 6,686,722 $ 7,811,722 $ 4,436,722 $ 3,375,000 |
Nature of operations and goin_2
Nature of operations and going concern (Details) | 10 Months Ended | 12 Months Ended | |||||
Jan. 25, 2024 USD ($) shares | Jan. 31, 2024 USD ($) item shares | Jan. 31, 2023 USD ($) | Mar. 31, 2023 CAD ($) item | Mar. 31, 2022 CAD ($) | Jan. 23, 2024 USD ($) | Jan. 15, 2024 USD ($) item | |
Nature of operations and going concern | |||||||
Total subscription amount | $ 2,500,000 | ||||||
Number of patients to participate in the study for clinical trials | item | 84 | 84 | |||||
Net loss | $ (34,701,404) | $ (2,577,667) | $ (4,238,471) | $ (2,319,932) | |||
Comprehensive loss | $ (34,687,698) | $ (2,581,267) | $ (4,238,471) | $ (2,319,932) | |||
Psyence Group Inc | |||||||
Nature of operations and going concern | |||||||
Shares issued to NCAC shareholders | shares | 5,000,000 | 5,000,000 | |||||
Convertible note liability | Maximum | |||||||
Nature of operations and going concern | |||||||
Senior secured convertible notes | item | 4 | ||||||
Convertible note liability | Investors | Maximum | |||||||
Nature of operations and going concern | |||||||
Aggregate principal amount | $ 12,500,000 | ||||||
Subscription amount | 10,000,000 | ||||||
First Tranche Note | Investors | |||||||
Nature of operations and going concern | |||||||
Principal amount of debt issued | $ 3,125,000 | $ 3,125,000 | |||||
Total subscription amount | $ 2,500,000 | $ 2,500,000 | |||||
Business combination agreement | |||||||
Nature of operations and going concern | |||||||
Amount for minimum cash condition | $ 20,000,000 | $ 20,000,000 | |||||
Business combination agreement | Investors | |||||||
Nature of operations and going concern | |||||||
Senior secured convertible notes | item | 4 | ||||||
Business combination agreement | Convertible note liability | Maximum | |||||||
Nature of operations and going concern | |||||||
Aggregate principal amount | $ 12,500,000 | ||||||
Subscription amount | $ 10,000,000 |
Basis of presentation (Details)
Basis of presentation (Details) | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Psyence Australia Pty Ltd. | ||
Investment in subsidiaries | ||
% ownership | 100% | 100% |
Pysence Biomed II Corp. | ||
Investment in subsidiaries | ||
% ownership | 100% | |
Newcourt Acquisition Corp. | ||
Investment in subsidiaries | ||
% ownership | 100% |
Critical accounting estimates_2
Critical accounting estimates and judgements (Details) | Jan. 26, 2024 $ / shares |
Critical accounting estimates and judgements | |
Opening trading price | $ 3.55 |
Reverse takeover transaction _3
Reverse takeover transaction with NCAC (Details) - $ / shares | 10 Months Ended | |
Jan. 31, 2024 | Jan. 26, 2024 | |
Reverse takeover transaction with NCAC | ||
Opening trading price | $ 3.55 | |
NCAC | ||
Reverse takeover transaction with NCAC | ||
Opening trading price | $ 3.55 | $ 3.55 |
Consideration shares issued to NCAC shareholders | 8,390,659 |
Reverse takeover transaction _4
Reverse takeover transaction with NCAC - listing expenses (Details) | 10 Months Ended | |||||||
Jan. 31, 2024 USD ($) $ / shares shares | Jan. 26, 2024 $ / shares | Mar. 31, 2023 USD ($) | Mar. 31, 2023 CAD ($) | Jan. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2022 CAD ($) | Mar. 31, 2021 CAD ($) | |
Consideration paid: | ||||||||
Fair value of the common shares | $ / shares | $ 3.55 | |||||||
Net identifiable liability acquired: | ||||||||
Cash and cash equivalents | $ 2,322,008 | $ 1,334,343 | $ 1,805,766 | $ 267,705 | $ 1,753,437 | $ 2,191,095 | $ 6,006,436 | |
Accounts payable and accrued liabilities | (1,110,564) | $ (1,798,599) | $ (2,423,467) | $ (1,798,599) | $ (164,500) | $ (127,590) | ||
Derivative warrant liabilities (Note 9) | (776,608) | |||||||
Listing Expense | $ 31,997,660 | |||||||
NCAC | ||||||||
Consideration paid: | ||||||||
Shares issued to NCAC shareholders | shares | 7,794,659 | |||||||
Shares issued to settle NCAC liabilities | shares | 150,000 | |||||||
Shares issued to compensate advisors | shares | 446,000 | |||||||
Total consideration shares issued NCAC shareholders | shares | 8,390,659 | |||||||
Fair value of the common shares | $ / shares | $ 3.55 | $ 3.55 | ||||||
Deemed consideration amount for the common shares issued | $ 29,786,839 | |||||||
Net identifiable liability acquired: | ||||||||
Cash and cash equivalents | 203 | |||||||
Accounts payable and accrued liabilities | (165) | |||||||
NCAC promissory note (Note 10) | (1,615,501) | |||||||
Derivative warrant liabilities (Note 9) | (595,358) | |||||||
Net liabilities acquired | (2,210,821) | |||||||
Listing Expense | $ 31,997,660 |
Reverse takeover transaction _5
Reverse takeover transaction with NCAC - Additional information (Details) | 10 Months Ended |
Jan. 31, 2024 USD ($) | |
Reverse takeover transaction with NCAC | |
Other transaction cost | $ 1,074,728 |
Cash, restricted cash and cas_3
Cash, restricted cash and cash equivalents (Details) | Jan. 31, 2024 USD ($) | Mar. 31, 2023 CAD ($) | Mar. 31, 2023 USD ($) | Jan. 31, 2023 USD ($) | Mar. 31, 2022 CAD ($) | Mar. 31, 2021 CAD ($) |
Cash, restricted cash and cash equivalents | ||||||
Unrestricted cash held with chartered banks | $ 2,322,008 | $ 1,800,539 | $ 1,334,343 | $ 2,185,868 | $ 6,001,436 | |
Held in trust for brokerage account | 5,227 | 5,227 | 5,000 | |||
Restricted Cash | 40,000 | $ 29,557 | 29,557 | 40,000 | ||
Total | $ 2,322,008 | $ 1,845,766 | $ 1,363,890 | $ 2,231,095 | $ 6,006,436 |
Accounts payable and accrued _3
Accounts payable and accrued liabilities (Details) | Jan. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 CAD ($) | Jan. 31, 2023 USD ($) | Mar. 31, 2022 CAD ($) | Mar. 31, 2021 CAD ($) |
Accounts payable and accrued liabilities | ||||||
Trade payables | $ 847,751 | $ 2,203,468 | $ 1,636,034 | $ 46,054 | $ 16,976 | |
Accrued liabilities | 262,813 | 219,999 | 162,565 | 118,446 | 110,614 | |
Total | $ 1,110,564 | $ 1,798,599 | $ 2,423,467 | $ 1,798,599 | $ 164,500 | $ 127,590 |
Convertible note liability (Det
Convertible note liability (Details) | 10 Months Ended | ||
Jan. 25, 2024 USD ($) item $ / shares | Jan. 15, 2024 USD ($) item | Jan. 31, 2024 USD ($) | |
Borrowings | |||
Proceeds received from convertible note | $ 2,500,000 | ||
Number of days prior to effective initial registration statement for first reset date | 5 days | ||
Period of closing date considered for second reset date | 3 months | ||
Convertible note liability | |||
Borrowings | |||
Number of tranche notes | item | 2 | ||
Threshold period for volume-weighted average price | 30 days | ||
Convertible note liability | Maximum | |||
Borrowings | |||
Senior secured convertible notes | item | 4 | ||
Convertible note liability | Investors | |||
Borrowings | |||
Threshold period for payment of price difference between VWAP and conversion price in cash or in shares | 35 days | ||
Convertible note liability | Investors | Maximum | |||
Borrowings | |||
Aggregate principal amount | $ 12,500,000 | ||
Subscription amount | $ 10,000,000 | ||
First Tranche Note | |||
Borrowings | |||
Interest rate | 8% | ||
Initial Conversion Price | $ / shares | $ 10 | ||
First Tranche Note | Until the First Reset Date | |||
Borrowings | |||
Conversion floor price | $ / shares | 1 | ||
First Tranche Note | On the Second Reset Date | |||
Borrowings | |||
Conversion floor price | $ / shares | 0.50 | ||
First Tranche Note | Thereafter | |||
Borrowings | |||
Conversion floor price | $ / shares | $ 0 | ||
First Tranche Note | Investors | |||
Borrowings | |||
Notional amount | $ 3,125,000 | 3,125,000 | |
Proceeds received from convertible note | $ 2,500,000 | $ 2,500,000 |
Derivative warrant liabilitie_2
Derivative warrant liabilities (Details) | 10 Months Ended |
Jan. 31, 2024 item $ / shares shares | |
Derivative warrant liabilities | |
Number of classes of warrants outstanding | item | 2 |
Number of warrants issued | 13,070,000 |
Number of warrants outstanding | 13,070,000 |
Number of shares issued upon exercise of warrants | 1 |
Exercise price of warrants per share | $ / shares | $ 11.50 |
Dividend rate | 0% |
Public warrants | |
Derivative warrant liabilities | |
Number of warrants issued | 12,500,000 |
Number of warrants outstanding | 12,500,000 |
Exercise price of warrants per share | $ / shares | $ 11.50 |
Private warrants | |
Derivative warrant liabilities | |
Number of warrants issued | 570,000 |
Number of warrants outstanding | 570,000 |
Exercise price of warrants per share | $ / shares | $ 11.50 |
Derivative warrant liabilitie_3
Derivative warrant liabilities - Fair value measurements (Details) - 10 months ended Jan. 31, 2024 | USD ($) $ / shares | item | Total | Y | USD ($) |
Quantitative information regarding Level 2 fair value measurements | |||||
Financial instruments at fair value | $ 776,608 | ||||
Fair value loss | $ 181,250 | ||||
Public warrants | |||||
Quantitative information regarding Level 2 fair value measurements | |||||
Financial instruments at fair value | 750,000 | ||||
Fair value per warrant | $ / shares | $ 0.06 | ||||
Private warrants | |||||
Quantitative information regarding Level 2 fair value measurements | |||||
Financial instruments at fair value | 26,608 | ||||
Fair value per warrant | $ / shares | $ 0.4668 | ||||
Level 2 | |||||
Quantitative information regarding Level 2 fair value measurements | |||||
Warrants, Measurement input | 0 | 5 | |||
Financial instruments at fair value | $ 26,608 | ||||
Share price | Level 2 | |||||
Quantitative information regarding Level 2 fair value measurements | |||||
Warrants, Measurement input | $ / shares | 4.79 | ||||
Exercise price | Level 2 | |||||
Quantitative information regarding Level 2 fair value measurements | |||||
Warrants, Measurement input | $ / shares | 11.50 | ||||
Risk-free interest rate | Level 2 | |||||
Quantitative information regarding Level 2 fair value measurements | |||||
Warrants, Measurement input | 0.0393 | ||||
Expected volatility | Level 2 | |||||
Quantitative information regarding Level 2 fair value measurements | |||||
Warrants, Measurement input | 0.1770 |
Derivative warrant liabilitie_4
Derivative warrant liabilities - Warrant transactions (Details) | 10 Months Ended |
Jan. 31, 2024 $ / shares shares | |
Number of Warrants | |
Number of warrants outstanding, Ending | shares | 13,070,000 |
Weighted Average Exercise Price | |
Weighted Average Exercise Price per share, Ending | $ / shares | $ 11.50 |
Public warrants | |
Number of Warrants | |
Issued | shares | 12,500,000 |
Number of warrants outstanding, Ending | shares | 12,500,000 |
Weighted Average Exercise Price | |
Issued, Weighted average exercise price | $ / shares | $ 11.50 |
Weighted Average Exercise Price per share, Ending | $ / shares | $ 11.50 |
Private warrants | |
Number of Warrants | |
Issued | shares | 570,000 |
Number of warrants outstanding, Ending | shares | 570,000 |
Weighted Average Exercise Price | |
Issued, Weighted average exercise price | $ / shares | $ 11.50 |
Weighted Average Exercise Price per share, Ending | $ / shares | $ 11.50 |
Derivative warrant liabilitie_5
Derivative warrant liabilities - Outstanding and exercisable (Details) | Jan. 31, 2024 $ / shares shares |
Derivative warrant liabilities | |
Exercise price of warrants per share | $ / shares | $ 11.50 |
Number of warrants outstanding | 13,070,000 |
Number of warrants Exercisable | 13,070,000 |
Issued on January 25, 2024 | |
Derivative warrant liabilities | |
Exercise price of warrants per share | $ / shares | $ 11.50 |
Number of warrants outstanding | 13,070,000 |
Number of warrants Exercisable | 13,070,000 |
Promissory Notes (Details)
Promissory Notes (Details) - USD ($) | Jan. 25, 2024 | Jan. 31, 2024 |
Psyence Group Inc | ||
Borrowings | ||
Promissory notes payable | $ 1,460,657 | |
NCAC Sponsor | ||
Borrowings | ||
Promissory notes payable | $ 1,615,501 | |
Unsecured convertible promissory note | Psyence Group Inc | ||
Borrowings | ||
Principal amount of debt issued | $ 1,610,657 | |
Interest rate | 0% | |
Notes paid | $ 150,000 | |
Unsecured convertible promissory note | Psyence Group Inc | Notes payable on the date that is the one-year anniversary after the Business Combination, or January 25, 2025 | ||
Borrowings | ||
Promissory notes payable | 1,460,657 | |
Unsecured convertible promissory note | NCAC Sponsor | ||
Borrowings | ||
Principal amount of debt issued | $ 1,615,501 | |
Interest rate | 0% | |
Unsecured convertible promissory note | NCAC Sponsor | Notes payable on the date of closing | ||
Borrowings | ||
Promissory notes payable | $ 100,000 | |
Unsecured convertible promissory note | NCAC Sponsor | Notes payable on the date that is the one-year anniversary after the Business Combination, or January 25, 2025 | ||
Borrowings | ||
Promissory notes payable | $ 1,515,501 |
Share capital (Details)
Share capital (Details) - shares | 10 Months Ended | |
Jan. 25, 2024 | Jan. 31, 2024 | |
Share capital | ||
Number of shares issued | 13,390,659 | |
Number of shares outstanding | 13,390,659 | |
Psyence Group Inc | ||
Share capital | ||
Issuance of shares, reverse takeover transaction (in shares) | 5,000,000 | 5,000,000 |
NCAC Sponsor | ||
Share capital | ||
Consideration shares issued to NCAC shareholders | 8,390,659 |
Other income (Details)
Other income (Details) - Loan From RH Capital Finance Co., LLC | 10 Months Ended | |||
Oct. 05, 2023 USD ($) | Oct. 05, 2023 AUD ($) | Aug. 21, 2023 AUD ($) | Jan. 31, 2024 USD ($) | |
Other income | ||||
Notional amount | $ 1,100,000 | |||
Maximum percentage of rebate on eligible research and development expenses | 43.50% | |||
Interest rate | 16% | |||
Minimum interest chargeable period | 91 days | |||
Repayment period after notice of assessment | 21 days | |||
Rebate amount of research and development expenses received | $ 880,352 | $ 1,336,622 | ||
Interest expense | $ 56,203 |
Transactions with related par_3
Transactions with related parties - Key Management Personnel (Details) | 10 Months Ended | 12 Months Ended | ||
Jan. 31, 2024 USD ($) | Jan. 31, 2023 USD ($) | Mar. 31, 2023 CAD ($) | Mar. 31, 2022 CAD ($) | |
Transactions with related parties | ||||
Short term benefits | $ 451,138 | $ 417,958 | $ 785,487 | $ 764,965 |
Share based compensation | 231,231 | 370,037 | ||
Total | $ 451,138 | $ 417,958 | $ 1,016,718 | $ 1,135,002 |
Share based compensation (Detai
Share based compensation (Details) | 10 Months Ended | 12 Months Ended | |||
Jan. 25, 2024 shares | Jan. 31, 2024 USD ($) shares $ / shares | Jan. 31, 2023 USD ($) shares $ / shares | Mar. 31, 2023 CAD ($) shares $ / shares | Mar. 31, 2022 CAD ($) shares $ / shares | |
Share based compensation | |||||
Value of options and restricted stock units granted | $ 177,471 | $ 243,963 | $ 292,756 | $ 414,574 | |
Number of options granted | 0 | 0 | 2,558,401 | 2,558,401 | |
Weighted average fair value of options granted (in dollars per share) | (per share) | $ 0 | $ 0.07 | $ 0.09 | $ 0.19 | |
Number of RSUs granted | shares | 0 | 3,528,750 | 3,528,750 | 735,387 | |
Weighted average fair value of RSUs granted (in dollars per share) | $ / shares | $ 0.12 | $ 0.16 |
Financial instruments and fin_3
Financial instruments and financial risk management - Carrying Value of the Financial Instruments (Details) | Jan. 31, 2024 USD ($) |
Financial instruments and financial risk management | |
Financial instruments at fair value | $ 776,608 |
Derivative warrant liabilities | Private Warrants [Member] | |
Financial instruments and financial risk management | |
Financial instruments at fair value | 26,608 |
Derivative warrant liabilities | Public Warrants [Member] | |
Financial instruments and financial risk management | |
Financial instruments at fair value | 750,000 |
Level 1 | |
Financial instruments and financial risk management | |
Financial instruments at fair value | 750,000 |
Level 1 | Derivative warrant liabilities | Public Warrants [Member] | |
Financial instruments and financial risk management | |
Financial instruments at fair value | 750,000 |
Level 2 | |
Financial instruments and financial risk management | |
Financial instruments at fair value | 26,608 |
Level 2 | Derivative warrant liabilities | Private Warrants [Member] | |
Financial instruments and financial risk management | |
Financial instruments at fair value | 26,608 |
Level 3 | |
Financial instruments and financial risk management | |
Financial instruments at fair value | 2,500,000 |
Level 3 | Convertible note liability | |
Financial instruments and financial risk management | |
Financial instruments at fair value | $ 2,500,000 |
Financial instruments and fin_4
Financial instruments and financial risk management - Maturity of the Contractual Obligations (Details) | Jan. 31, 2024 USD ($) |
Financial instruments and financial risk management | |
Carrying Amount | $ 6,686,722 |
Contractual Cash Flows | 7,811,722 |
Accounts payable & accrued liabilities | |
Financial instruments and financial risk management | |
Carrying Amount | 1,110,564 |
Contractual Cash Flows | 1,110,564 |
Convertible note liability | |
Financial instruments and financial risk management | |
Carrying Amount | 2,500,000 |
Contractual Cash Flows | 3,625,000 |
Debt Issued | NCAC Sponsor | |
Financial instruments and financial risk management | |
Carrying Amount | 1,615,501 |
Contractual Cash Flows | 1,615,501 |
Debt Issued | Psyence Group Inc | |
Financial instruments and financial risk management | |
Carrying Amount | 1,460,657 |
Contractual Cash Flows | 1,460,657 |
Less than 1 year | |
Financial instruments and financial risk management | |
Contractual Cash Flows | 4,436,722 |
Less than 1 year | Accounts payable & accrued liabilities | |
Financial instruments and financial risk management | |
Contractual Cash Flows | 1,110,564 |
Less than 1 year | Convertible note liability | |
Financial instruments and financial risk management | |
Contractual Cash Flows | 250,000 |
Less than 1 year | Debt Issued | NCAC Sponsor | |
Financial instruments and financial risk management | |
Contractual Cash Flows | 1,615,501 |
Less than 1 year | Debt Issued | Psyence Group Inc | |
Financial instruments and financial risk management | |
Contractual Cash Flows | 1,460,657 |
Between 1 and 3 year | |
Financial instruments and financial risk management | |
Contractual Cash Flows | 3,375,000 |
Between 1 and 3 year | Convertible note liability | |
Financial instruments and financial risk management | |
Contractual Cash Flows | $ 3,375,000 |
Financial instruments and fin_5
Financial instruments and financial risk management (Details) | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 USD ($) | Mar. 31, 2023 CAD ($) | |
Financial instruments and financial risk management | ||
Fluctuation in foreign exchange rates (as a percent) | 10% | 10% |
Impact to profit or loss from fluctuation in foreign exchange rates | $ 42,491 | $ 5,482 |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION | Mar. 31, 2023 CAD ($) | Mar. 31, 2022 CAD ($) | Mar. 31, 2021 CAD ($) |
Current assets | |||
Cash and cash equivalents | $ 1,805,766 | $ 2,191,095 | $ 6,006,436 |
Restricted cash | 40,000 | 40,000 | |
Other receivables | 202,150 | 49,372 | 174,283 |
Prepaids | 104,276 | 6,729 | 6,889 |
Total current assets | 2,152,192 | 2,287,196 | 6,187,608 |
TOTAL ASSETS | 2,152,192 | 2,287,196 | 6,187,608 |
Current liabilities | |||
Accounts payable and accrued liabilities | 2,423,467 | 164,500 | 127,590 |
Total current liabilities | 2,423,467 | 164,500 | 127,590 |
TOTAL LIABILITIES | 2,423,467 | 164,500 | 127,590 |
EQUITY | |||
Net parent investment | (271,275) | 2,122,696 | 6,060,018 |
NET DEFICIT | (271,275) | 2,122,696 | 6,060,018 |
TOTAL LIABILITIES AND NET DEFICIT | $ 2,152,192 | $ 2,287,196 | $ 6,187,608 |
CONSOLIDATED STATEMENTS OF NET
CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS | 10 Months Ended | 12 Months Ended | ||
Jan. 31, 2024 USD ($) | Jan. 31, 2023 USD ($) | Mar. 31, 2023 CAD ($) | Mar. 31, 2022 CAD ($) | |
Expenses | ||||
Sales and marketing | $ 5,744 | $ 9,292 | $ 21,862 | |
Research and development | $ 909,181 | 1,314,737 | 2,126,762 | 171,335 |
General and administrative | 296,883 | 299,439 | 484,382 | 482,305 |
Professional fees and consulting fees | 1,077,890 | 981,008 | 1,655,664 | 1,641,574 |
Foreign exchange (gain)/loss | (9,905) | (21,991) | (35,574) | 2,856 |
Interest Income | (2,134) | (1,270) | (2,054) | |
NET LOSS | 34,701,404 | 2,577,667 | 4,238,471 | 2,319,932 |
TOTAL COMPREHENSIVE LOSS | $ 34,687,698 | $ 2,581,267 | $ 4,238,471 | $ 2,319,932 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN NET PARENT INVESTMENT | 10 Months Ended | 12 Months Ended | |||
Jan. 31, 2024 USD ($) | Jan. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 CAD ($) | Mar. 31, 2022 CAD ($) | |
Condensed Carve out Consolidated Interim Statements of Change in Shareholder Equity | |||||
Opening balance as at beginning | $ (208,270) | $ 1,620,864 | $ 1,620,864 | $ 2,122,696 | $ 6,060,018 |
Net investment by parent in the year | 1,844,500 | (1,617,390) | |||
Net loss | (34,701,404) | (2,577,667) | (4,238,471) | (2,319,932) | |
Balance at end | $ (5,109,129) | $ 203,835 | $ (208,270) | $ (271,275) | $ 2,122,696 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS | 12 Months Ended | |
Mar. 31, 2023 CAD ($) | Mar. 31, 2022 CAD ($) | |
Condensed Carve out Consolidated Interim Statements of Cash Flows | ||
Net loss | $ (4,238,471) | $ (2,319,932) |
Non-cash adjustment: | ||
Share based compensation | 292,756 | 414,574 |
Changes in working capital: | ||
Other receivables | (152,778) | 124,911 |
Prepaids | (97,547) | 160 |
Accounts payable and accrued liabilities | 2,258,967 | 36,910 |
Cash used in operating activities | (1,937,073) | (1,743,377) |
Increase in restricted cash | (40,000) | |
Cash provided from investing activities | (40,000) | |
Amounts advanced from/(to) parent | 1,551,744 | (2,031,964) |
Cash provided from financing activities | 1,551,744 | (2,031,964) |
Change in cash and cash equivalents | (385,329) | (3,815,341) |
Cash and cash equivalents, beginning of period | 2,191,095 | 6,006,436 |
Cash and cash equivalents, end of period | $ 1,805,766 | $ 2,191,095 |
Nature of operations and goin_3
Nature of operations and going concern | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Nature of operations and going concern | ||
Nature of operations and going concern | 1. Nature of operations and going concern Psyence Biomedical Ltd. (the “Company” “PBM” Clinical Trials The Company’s registered office is at 121 Richmond Street West, PH Suite 1300, Toronto, Ontario M5H 2K1. The UK Medicines and Healthcare products Regulatory Agency (MHRA) granted full approval for the Company’s Phase IIa study In January 2023, the Company signed a letter of intent with iNGENū Pty Ltd to conduct a Phase IIb study in Australia to further develop the Company’s licensed natural psilocybin drug product. The study will evaluate the safety and efficacy of psilocybin-assisted psychotherapy versus psychotherapy alone for the treatment of adjustment disorder due to an incurable cancer diagnosis in a palliative care context. 84 patients will participate in the study, which will use FDA-recommended primary endpoints. The investigational product will be the proprietary botanical drug candidate PEX010 sourced from Filament Health Corp. Upon successful completion of the study, the Company intends to conduct a multinational Phase III registrational study. On March 06, 2024, the Company announced that its wholly-owned subsidiary, Psyence Australia (Pty) Ltd, had received full approval from the Australian Health Research Ethics Committee (HREC) to initiate its planned Phase IIb study in Melbourne, Australia. On January 9, 2023 Psyence Group Inc entered into a definitive business combination agreement (the “ Business Combination Agreement SPAC NCAC The transaction concluded on January 25, 2024, with the Company listing on the NASDAQ the following day. The transaction was completed by the Company acquiring the SPAC through the merger of the SPAC with the Company’s subsidiary. As a consequence of the transaction, the SPAC will become a wholly-owned subsidiary of PBM, the SPAC shareholders will become shareholders of PBM. On January 25, 2024 (the “ Closing Date RTO Transaction BCA NCAC Sponsor Psyence Group Merger Sub Original Target Psyence Biomed II Prior to the execution of the Amended and Restated Business Combination Agreement, Psyence Group formed Psyence Biomed II and PBM as wholly owned subsidiaries, and prior to the Closing, Psyence Group and the Original Target were amalgamated. Thereafter, Psyence Group transferred the shares of Psyence Australia Pty Ltd. and its related business assets that were previously owned by the Original Target to Psyence Biomed II. The following transactions occurred pursuant to the terms of the BCA (collectively, the “ Business Combination ● Psyence Group contributed Psyence Biomed II to the Company in a share for share exchange (the “ Company Exchange ” ). ● Following the Company Exchange, Merger Sub merged with and into NCAC, with NCAC being the surviving company in the merger (the “ Merger ” ) and each outstanding ordinary share of NCAC was converted into the right to receive one common share of the Company ( “ Common Share ” ). ● Each outstanding warrant to purchase NCAC Class A ordinary shares was converted at the Effective Time into a warrant to acquire one Common Share (the “ Company Warrants ” ) on substantially the same terms as were in effect immediately prior to the Effective Time under their terms. On January 15, 2024 and January 23, 2024, the parties to the Business Combination Agreement entered into letter agreements (the “ Closing Letter Agreements Psyence Parties Closing Minimum Cash Condition PIPE Investment Condition Closing Deliverables On January 15, 2024, in connection with the Business Combination, the Company entered into a securities purchase agreement (the “ Securities Purchase Agreement Investors Notes Financing The Note for the first tranche of the Financing (the “ First Tranche Note Upon the closing of the first tranche of the Financing, the Minimum Cash Condition and PIPE Investment Condition were deemed waived by the Psyence Parties. Merger Consideration As consideration for all of the issued and outstanding Psyence Biomed II common shares that the Company shall receive in the Company Exchange, the Company shall issue to Psyence Group, 5,000,000 Common Shares. On February 15, 2023, Psyence Australia Pty Ltd was incorporated and registered in Victoria, Australia. It is a wholly-owned subsidiary of the Company as a result of the above Business Combination. The purpose of these condensed carve out consolidated interim financial statements (the “ Financial Statements These Financial Statements are prepared on a going concern basis, which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. During the period ended January 31, 2024, the Company incurred a net loss and comprehensive loss of $34,687,698 (Period ended January 31, 2023: $2,581,267) and the Company has no sources of revenue. The ability of the Company to continue operations is dependent on the Company’s ability to raise additional financing. There is no certainty that additional financing at terms that are acceptable will be available, and an inability to obtain financing would have a direct impact on the Company’s ability to continue as a going concern. These conditions indicate a material uncertainty that cast significant doubt on the Company’s ability to continue as a going concern. These Financial Statements do not reflect the adjustments to the carrying values and classifications of assets and liabilities that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material. | Psyence Biomed Corp. (the “Company” “PBC” Psyence Group The Company is currently conducting clinical trials to evaluate the safety and effectiveness of natural psilocybin in treating adjustment disorder in patients with an incurable cancer diagnosis in a palliative care context (the “ Clinical Trials The UK Medicines and Healthcare products Regulatory Agency (MHRA) granted full approval for the Company’s Stage I clinical study, including ethics review board approval, on September 15, 2022. In January 2023, the Company signed a letter of intent with iNGENū Pty Ltd to conduct a Phase IIb study in Australia to further develop the Company’s licensed natural psilocybin drug product. The study will evaluate the safety and efficacy of psilocybin-assisted psychotherapy versus psychotherapy alone for the treatment of adjustment disorder due to an incurable cancer diagnosis in a palliative care context. 84 patients will participate in the study, which will use FDA-recommended primary endpoints. The investigational product will be the proprietary botanical drug candidate PEX010 sourced from Filament Health Corp. Upon successful completion of the study, Psyence intends to conduct a multinational Phase III registrational study. On February 15, 2023, the Company incorporated a wholly-owned subsidiary by the name of Psyence Australia Pty Ltd., registered in Victoria, Australia. On January 9, 2023 Psyence Group announced that it had entered into a definitive business combination agreement (the “ Business Combination Agreement SPAC Newcourt Pubco The Business Combination is anticipated to conclude in the second half of 2023, with the Pubco to go public. The Business Combination is expected to be completed by the Company acquiring the SPAC through the merger of the SPAC with a to-be-incorporated subsidiary of PBC. As a consequence of the Business Combination, the SPAC will become a wholly-owned subsidiary of PBC, the SPAC shareholders will become shareholders of PBC, and PBC would complete filings to become a public company in the United States in which Psyence Group would retain a significant ownership stake. The actual level of Psyence Group ownership of PBC upon conclusion of the Business Combination will depend on the ultimate size of the PIPE financing the SPAC intends to complete in conjunction with the Business Combination, the extent of redemptions by SPAC shareholders and the impact of such redemptions on the SPAC shareholder base. The purpose of these carve-out consolidated financial statements (the “Financial Statements”) is to provide historical financial information of PBC, to reflect PBC as if it had been operating separately from Psyence Group and its subsidiaries that do not partake in the Clinical Trials. Pursuant to the Business Combination Agreement, Newcourt is acquiring only the Clinical Trial related assets and liabilities of PBC, which are considered to be less than substantially all of PBC’s key operating assets. Therefore, the Financial Statements have been prepared on a “carve-out basis” from the consolidated financial statements of Psyence Group for the purposes of presenting the financial position, results of operations and cash flows of the Company and investments and operations relevant to the Clinical Trials on a stand-alone basis, excluding the continuing operations retained by PBC that are not being acquired by Newcourt. Accordingly, the Financial Statements reflect all the costs of business associated with the Clinical Trials, including both direct and indirect expenses allocable to the business. The carve-out consolidated Financial Statements represents the assets and liabilities of the Clinical Trials business that are specifically identifiable, and a reasonable basis exists to allocate items that are not specifically identifiable to the acquired business. Assets and liabilities excluded from the Financial Statements that are not considered to be relevant, both directly and indirectly, to the Clinical Trials include investments in subsidiaries, joint ventures, inter-company loans and website costs previously held by PBC that are not being acquired as part of the Business Combination Agreement. No assets or liabilities exist outside of PBC that are being acquired by Newcourt. These Financial Statements are prepared on a going concern basis, which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. During the year ended March 31, 2023, the Company incurred a net loss and comprehensive loss of $4,238,471 (Year ended March 31, 2022: $2,319,932) and the Company has no sources of revenue. The ability of the Company to continue operations is dependent on the Company’s ability to raise additional financing. There is no certainty that additional financing at terms that are acceptable will be available, and an inability to obtain financing would have a direct impact on the Company’s ability to continue as a going concern. These conditions indicate a material uncertainty that cast substantial doubt on the Company’s ability to continue as a going concern. These Financial Statements do not reflect the adjustments to the carrying values and classifications of assets and liabilities that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material. |
Basis of presentation_2
Basis of presentation | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Basis of presentation | ||
Basis of presentation | 2. Basis of presentation Statement of compliance The Financial Statements of the Company have been prepared using accounting policies in compliance with International Financial Reporting Standards (“ IFRS IASB The Financial Statements were authorized for issue on April 16, 2024 by the directors of the Company. Condensed carve out consolidated Interim Statements of Financial Position The Condensed carve out consolidated Interim Statements of Financial Position include the assets and liabilities that are the Clinical Trial related assets and liabilities, which have been determined in the following manner: ● Cash is comprised of cash and cash equivalents which the Company utilizes for working capital purposes. ● Other receivables are comprised of sales tax receivable from the Canadian Revenue Agency and the Australian Taxation Office. ● Prepaids consists of a research report retainer and accounting fees prepaid. ● Accounts payable and accrued liabilities consists of audit, consulting fees and legal fees related to the Company and its Clinical Trials. Condensed carve out consolidated Interim Statements of Net Loss and Comprehensive Loss ● The Condensed carve out consolidated Interim Statements of Net Loss and Comprehensive Loss include operating expenses that are related to the Company and its Clinical Trials. Basis of consolidation These Financial Statement incorporate the accounts of PBM and its subsidiaries performing Clinical Trials. A subsidiary is an entity controlled by PBM and its results are consolidated into the financial results of the Company from the effective date of control up to the effective date of loss of control. Control exists when an investor is exposed, or has the rights, to variable returns from the involvement with the investee and has liability to affect those returns through its power over the investee. The subsidiaries of PBM have been consolidated for the purpose of these Financial Statements are as follows: Name of entity Place of incorporation % ownership Accounting method Psyence Australia Pty Ltd. Australia 100 % Consolidated Pysence Biomed II Corp. Canada 100 % Consolidated Newcourt Acquisition Corp. Cayman Islands 100 % Consolidated Inter-company balances and transactions are eliminated upon consolidation. Basis of measurement These Financial Statements have been prepared on an accrual basis, are based on historical costs and are presented in United States dollars, unless otherwise noted. Functional and presentation currency These Financial Statements are presented in United States Dollars ( “USD $” , | 2. Basis of presentation Statement of compliance The Financial Statements of the Company have been prepared using accounting policies in compliance with International Financial Reporting Standards (“ IFRS IASB The Financial Statements were authorized for issue on July 28, 2023 by the directors of the Company. Carve-Out Consolidated Statements of Financial Position The carve-out consolidated statements of financial position include the assets and liabilities that are the Clinical Trial related assets and liabilities, which have been determined in the following manner: ● Cash is comprised of cash and cash equivalents which the Company utilizes for working capital purposes. ● Restricted cash is held in a guaranteed investment certificate with a bank as collateral for a credit facility agreement. ● Other receivables are comprised of sales tax receivable from the Canadian Revenue Agency and the Australian Taxation Office. ● Prepaids consists of a research report retainer and accounting fees prepaid. ● Accounts payable and accrued liabilities consists of audit, consulting fees and legal fees related to the Company and its Clinical Trials. ● Investments in subsidiaries and joint ventures of the Company that do not contain Clinical Trial related assets and liabilities have been excluded. Carve-Out Consolidated Statements of Net Loss and Comprehensive Loss ● The carve-out statements of net loss and comprehensive loss include operating expenses that are related to the Company and its Clinical Trials. ● Psyence Group issued share-based compensation which has been included in the Company’s carve- out consolidated statements of loss and comprehensive loss based on the proportionate share of services received by the Company from the holder. Basis of consolidation These Financial Statement incorporate the accounts of PBC and its subsidiaries relevant to the Clinical Trials. A subsidiary is an entity controlled by PBC and its results are consolidated into the financial results of the Company from the effective date of control up to the effective date of loss of control. Control exists when an investor is exposed, or has the rights, to variable returns from the involvement with the investee and has liability to affect those returns through its power over the investee. The subsidiaries of PBC relevant to the Clinical Trials that have been consolidated for the purpose of these Financial Statements are as follows: Name of entity Place of incorporation % ownership Accounting method Psyence Australia Pty Ltd. Australia 100% Consolidated Inter-company balances and transactions are eliminated upon consolidation. Basis of measurement These Financial Statements have been prepared on an accrual basis, are based on historical costs and are presented in Canadian dollars, unless otherwise noted. Functional and presentation currency These Financial Statements are presented in Canadian Dollars ( “CAD $” , USD |
Significant accounting policies
Significant accounting policies | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Significant accounting policies | ||
Significant accounting policies | 3. Material accounting policies Financial instruments Financial assets and financial liabilities, including derivatives, are recognized on the consolidated statements of financial position when the Company becomes a party to the financial instrument or derivative contract. Summary of the Company’s classification and measurements of financial assets and liabilities: Financial Assets and Liabilities Classification Measurement Cash and cash equivalents Amortized cost Amortized cost Restricted cash Amortized cost Amortized cost Accounts payable and accrued liabilities Amortized cost Amortized cost Derivative warrant liability FVTPL Fair value Convertible notes FVTPL Fair value NCAC promissory note FVTPL Fair value PGI note FVTPL Fair value Classification The Company classifies its financial assets and financial liabilities in the following measurement categories: i) those to be measured subsequently at fair value through profit or loss (“FVTPL”); ii) those to be measured subsequently at fair value through other comprehensive income (“FVOCI”); and iii) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at FVTPL (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in net loss or other comprehensive income (loss). The Company reclassifies financial assets only when its business model for managing those assets changes. Financial liabilities are not reclassified. Amortized cost This category includes financial assets that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the sole payments of principal and interest ("SPPI") criterion. Financial assets classified in this category are measured at amortized cost using the effective interest method. Fair value through profit or loss This category includes derivative instruments as well as quoted equity instruments which the Company has irrevocably elected, at initial recognition or transition, to classify at FVTPL. This category would also include debt instruments of which the cash flow characteristics fail the solely payments of principal and interest (“SPPI”) criterion or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell. Financial assets in this category are recorded at fair value with changes recognized in net loss. Financial assets at fair value through other comprehensive income Equity instruments that are not held-for-trading can be irrevocably designated to have their change in fair value recognized through other comprehensive income (loss) instead of through net loss. This election can be made on individual instruments and is not required to be made for the entire class of instruments. Attributable transaction costs are included in the carrying value of the instruments. Financial assets at fair value through other comprehensive income/(loss) are initially measured at fair value and changes therein are recognized in other comprehensive income/(loss). Hybrid financial instrument and d e rivative liability The Company determined that the warrants, including public warrants and the private warrants are derivative instruments and should be classified as a financial liability and are measured at FVTPL. Derivative and financial liabilities designated at FVTPL are carried subsequently at fair value with gains or losses recognized in net loss. Each embedded derivative is measured and presented separately unless the whole hybrid financial instrument is designated as at FVTPL. Measurement All financial instruments are required to be measured at fair value on initial recognition, plus, in the case of a financial asset or financial liability not at FVTPL, transaction costs that are directly attributable to the acquisition or issuance of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in net loss. Financial assets and financial liabilities with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payments of principal and interest. Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through net loss or other comprehensive income/(loss) (irrevocable election at the time of recognition). For financial liabilities measured subsequently at FVTPL, changes in fair value due to credit risk are recorded in profit and loss. Cash and cash equivalents Cash and cash equivalents include cash on hand and, when applicable, short-term, highly liquid deposits which are either cashable or with original maturities of less than three months at the date of their acquisition. Related party transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or entities. A transaction is considered to be a related party transaction when there is transfer of resources or obligations between related parties. Provisions Provisions are recognized when the Company has a present obligation, legal or constructive as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows. Research and development Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in the statements of net loss and comprehensive loss as incurred. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to complete development and has sufficient resources to complete development and to use or sell the asset. Other development expenditures are expensed as incurred. Research and development expenses include all direct and indirect operating expenses supporting the products in development. The costs incurred in establishing and maintaining patents are expensed as incurred. Foreign currency translation The Financial Statements are presented in USD $ which is PBM’s functional currency. The functional currency of its subsidiary consolidated within these Financial Statements is USD. In each individual entity, a foreign currency transaction is initially recorded in the functional currency of the entity, by applying the exchange rate between the functional currency and the foreign currency at the date of the transaction. At the end of the reporting period, monetary assets and liabilities of the Company which are denominated in foreign currencies are translated at the period-end exchange rate. Non-monetary assets and liabilities are translated at rates in effect at the date the assets were acquired, and liabilities incurred. The resulting exchange gains or losses arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition, are included in statement of net loss and comprehensive loss in the period in which they arise. For the purpose of presenting these Financial Statements, the assets and liabilities of the subsidiary are translated into USD $ at the exchange rates prevailing at the end of the reporting period. Income and expenses are translated at the average rates for the period. Loss per share The Company presents basic and diluted loss per share data for its common shares. Basic loss per share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding, adjusted for the effects of all dilutive potential common shares, which comprise convertible debentures, warrants and share options issued. Share based compensation The proportionate share of the fair value of the options and RSUs granted by Psyence Group shall be recognized as an expense in the Carve out Financial Statements of the Company. The expense shall be recognized over the vesting period of the options. The fair value options shall be determined using the Black-Scholes model. Income taxes Income tax comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in shareholders’ equity, in which case the income tax is also recognized directly in equity or other comprehensive income, in which case the income tax is also recognized directly in equity or other comprehensive income. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the end of the reporting period, and any adjustments to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to offset the amounts and the Company. Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statements. Deferred income tax is determined on a non-discounted basis using the tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are offset when there is a legally enforceable right to offset tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered. | 3. Significant accounting policies IFRS 9 Financial instruments The Company recognizes a financial asset or a financial liability when, and only when, it becomes a party to the contractual provisions of the instrument. Such financial assets or financial liabilities are initially recognized at fair value plus or minus transaction costs that are directly attributable to the acquisition or issue of financial instruments that are not classified as fair value through profit or loss. The classification and measurement approach for financial assets reflect the business model in which assets are managed and their cash flow characteristics. Financial assets are classified and measured based on these categories: amortized cost, fair value through other comprehensive income ( “FVOCI” “FVTPL” A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL: ● The financial asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and ● The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to measure the investment at FVOCI whereby changes in the investment’s fair value (realized and unrealized) will be recognized permanently in OCI with no reclassification to profit or loss. The election is made on an investment-by-investment basis. A financial asset shall be measured at FVTPL unless it is measured at amortized cost or at FVOCI. Financial liabilities are classified and measured based on two categories — amortized cost or FVTPL: Amortized cost Financial liabilities are classified as measured at amortized cost unless they fall into one of the following categories: financial liabilities at FVTPL, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition, financial guarantee contracts, commitments to provide a loan at a below-market interest rate, or contingent consideration recognized by an acquirer in a business combination. FVTPL Financial liabilities are classified as FVTPL if they fall into one of the five exemptions detailed above. Classification and measurement of the financial instruments is as follows: Financial instrument Classification Cash and cash equivalents Amortized cost Restricted cash Amortized cost Accounts payable and accrued liabilities Amortized cost Under IFRS 9, the Company applies a forward-looking expected credit loss (“ ECL The three-stage approach to recognizing ECL under IFRS 9 is intended to reflect the increase in credit risk of a financial instrument and are: ● Stage 1 is comprised of all financial instruments that have not had a significant increase in credit risk since initial recognition or that have low credit risk at the reporting date. The Company recognizes an impairment loss for those financial instruments at an amount equal to the twelve-month expected credit loss following the balance sheet date. ● Stage 2 is comprised of all financial instruments that have had a significant increase in credit risk since initial recognition but that do not have objective evidence of a credit loss event. The Company recognizes an impairment loss for those financial instruments at an amount equal to the lifetime expected credit losses. ● Stage 3 is comprised of all financial instruments that have objective evidence of impairment at the reporting date. The Company recognizes an impairment loss for those financial instruments at an amount equal to the lifetime expected credit losses. Impairment losses are recorded in the carve-out statements of net loss and comprehensive loss with the carrying amount of the financial assets reduced through the use of impairment allowance accounts. The Company reverses impairment losses on financial assets carried at amortized cost when the decrease in impairment can be objectively related to an event occurring after the impairment loss was initially recognized. Cash and cash equivalents Cash and cash equivalents include cash on hand and, when applicable, short-term, highly liquid deposits which are either cashable or with original maturities of less than three months at the date of their acquisition. Related party transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or entities. A transaction is considered to be a related party transaction when there is transfer of resources or obligations between related parties. Provisions Provisions are recognized when the Company has a present obligation, legal or constructive as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows. Share based compensation The proportionate share of the fair value of the options and warrants granted by Psyence Group shall be recognized as an expense in the Carve-Out Financial Statements of the Company. The expense shall be recognized over the vesting period of the options. The fair value of the options shall be determined using the Black-Scholes model. The expense associated with the options and warrants shall be allocated to the Company based on the proportion of services received by the Company from the employees and consultants who have been granted the options. Net parent investment The net parent investment represents the net financings that the Company received from Psyence Group to fund its operations through contributions to the Clinical Trials, cash extended to the Company’s subsidiaries and joint ventures that were not related to the Clinical Trials, and the net effect of cost allocations from transactions with Psyence Group, all of which did not require repayments. Research and development Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in the carve-out statements of net loss and comprehensive loss as incurred. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to complete development and has sufficient resources to complete development and to use or sell the asset. Other development expenditures are expensed as incurred. Research and development expenses include all direct and indirect operating expenses supporting the products in development. The costs incurred in establishing and maintaining patents are expensed as incurred. Foreign currency translation The Financial Statements are presented in CAD $ which is PBC’s functional currency. The functional currency of its subsidiary consolidated within these Financial Statements is USD. In each individual entity, a foreign currency transaction is initially recorded in the functional currency of the entity, by applying the exchange rate between the functional currency and the foreign currency at the date of the transaction. At the end of the reporting period, monetary assets and liabilities of the Company which are denominated in foreign currencies are translated at the period-end exchange rate. Non-monetary assets and liabilities are translated at rates in effect at the date the assets were acquired, and liabilities incurred. The resulting exchange gains or losses arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition, are included in profit or loss in the period in which they arise. For the purpose of presenting these Financial Statements, the assets and liabilities of the subsidiary are translated into CAD $ at the exchange rates prevailing at the end of the reporting period. Income and expenses are translated at the average rates for the period. Exchange differences arising are recognized in net parent investment. |
Critical accounting estimates_3
Critical accounting estimates and judgements | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Critical accounting estimates and judgements | ||
Critical accounting estimates and judgements | 4. Critical accounting estimates and judgements The preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions concerning the future. Actual results may differ from these estimates. The Company’s management reviews these estimates, judgments, and assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted prospectively in the period in which the estimates are revised. The following are deemed to be critical accounting policies by as these require a high level of subjectivity and judgement and could have a material impact on PBM’s financial statements. Going concern These Financial Statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Management routinely plans future activities including forecasting future cash flows and forming judgements collectively with directors of the Company. Judgement is required in determining if the Company’s has sufficient cash reserves, together with all other available information, to continue as a going concern for a period of at least twelve months. As at January 31, 2024 the Company has concluded that a material uncertainty exists that casts significant doubt about the Company’s ability to continue as a going concern. Reverse takeover transaction The Company treated the RTO Transaction as a capital transaction equivalent to the issue of shares of the Company in exchange for the net monetary assets of NCAC. The Company determined that the original shareholders of PGI became the controlling shareholders of the Company after the RTO Transaction, therefore the Company was the acquiror and NCAC was the acquiree. The RTO Transaction did not constitute a business combination as defined under IFRS 3, Business Combinations, as NCAC is a non-operating entity that does not meet the definition of a business under IFRS 3. The excess of the consideration paid over the net liability acquired together with any transaction costs incurred for the Transaction is expensed as a listing expense in accordance with IFRS 2 Share-Based Payments. The fair value of the consideration paid was determined by the opening trading price ($3.55/share) of the Company’s common shares listed on the NASDAQ on January 26, 2024. Convertible instruments Convertible notes are compound financial instruments which have been designated as a FVTPL classification. The identification of convertible debenture components is based on interpretations of the substance of the contractual arrangement and therefore requires judgment from management. The separation of the components affects the initial recognition of the convertible debenture at issuance and the subsequent remeasurement. As the Company has designated the entire convertible financial instrument as FVTPL given the embedded derivate liability that was contained by the convertible financial instrument, the debentures have not been separated into debt and derivative components. The fair value of the instrument approximates the transaction price due to the short period outstanding. Contingencies From time to time, the Company is named as a party to claims or involved in proceedings, including legal, regulatory and tax related, in the ordinary course of its business. While the outcome of these matters may not be estimable at the reporting date, the Company makes provisions, where possible, for the estimated outcome of such claims or proceedings. Should a loss result from the resolution of any claims or proceedings that differs from these estimates, the difference will be accounted for as a charge to profit or loss in that period. The actual results may vary and may cause significant adjustments. Deferred taxes Significant estimates are required in determining the Company’s income tax provision. Some estimates are based on interpretations of existing tax laws or regulations. Various internal and external factors may have favourable or unfavourable effects on the Company’s future effective tax rate. These include, but are not limited to, changes in tax laws, regulations and/or rates, changing interpretations of existing tax laws or regulations, and results of tax audits by tax authorities. Inputs when using Black-Scholes valuation model The estimates used in determining the private warrant fair values, utilizes estimates made by management in determining the appropriate input variables in the Black-Scholes valuation model. Inputs subject to estimates include volatility, estimated lives and market rates. Income taxes Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. Government grants Government grants are recognized when there is reasonable assurance that the Company will comply with the conditions attached to them and the government grants will be received. Grants are recognized as income when they are received. The Company has recognized the government grant received during the period as research and development grants as other income in the combined consolidated statements of loss and comprehensive loss. | 4. Critical accounting estimates and judgements The preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions concerning the future. Actual results may differ from these estimates. The Company’s management reviews these estimates, judgments, and assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted prospectively in the period in which the estimates are revised. The following are deemed to be critical accounting policies by as these require a high level of subjectivity and judgement and could have a material impact on PBC’s financial statements. Going concern These Financial Statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Management routinely plans future activities including forecasting future cash flows and forming judgements collectively with directors of the Company. Judgement is required in determining if the Company’s has sufficient cash reserves, together with all other available information, to continue as a going concern for a period of at least twelve months. As at March 31, 2023 the Company has concluded that a material uncertainty exists that casts significant doubt about the Company’s ability to continue as a going concern. Contingencies From time to time, the Company is named as a party to claims or involved in proceedings, including legal, regulatory and tax related, in the ordinary course of its business. While the outcome of these matters may not be estimable at the reporting date, the Company makes provisions, where possible, for the estimated outcome of such claims or proceedings. Should a loss result from the resolution of any claims or proceedings that differs from these estimates, the difference will be accounted for as a charge to profit or loss in that period. The actual results may vary and may cause significant adjustments. Share based compensation The allocation of the expenses associated with the options and warrants granted by Psyence Group to the Company is based on the proportion of services received from the employees and consultants who have been granted the options. However, determining the proportion of services received by the Company involves judgment. Additionally, estimating the fair value for share-based payment transactions requires judgement in determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This also requires estimation of the most appropriate inputs to the valuation model including the expected life of the share option or warrant, volatility, dividend yield and share price. |
Cash, restricted cash and cas_4
Cash, restricted cash and cash equivalents | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Cash, restricted cash and cash equivalents | ||
Cash, restricted cash and cash equivalents | 6. Cash, restricted cash and cash equivalents Cash and cash equivalents include the following amounts: January 31, March 31, 2024 2023 Unrestricted cash held with chartered banks 2,322,008 1,334,343 Restricted Cash — 29,557 Total 2,322,008 1,363,890 ● unrestricted cash held with chartered banks and ● the Company entered into a cash collateral agreement with a major chartered bank in Canada with regards to a credit facility against which the Company deposited $40,000 in a guaranteed investment certificate with the bank. Amounts are held in restricted cash on the statements of financial position. | 5. Cash, restricted cash and cash equivalents Cash and cash equivalents include the following amounts: March 31, March 31, March 31, 2023 2022 2021 Unrestricted cash held with chartered banks 1,800,539 2,185,868 6,001,436 Held in trust for brokerage account 5,227 5,227 5,000 Restricted Cash 40,000 40,000 — Total 1,845,776 2,231,095 6,006,436 ● an amount held in trust by a brokerage firm as security for foreign currency exchanges; ● unrestricted cash held with chartered banks and ● the Company entered into a cash collateral agreement with a major chartered bank in Canada with regards to a credit facility against which the Company deposited $40,000 in a guaranteed investment certificate with the bank. Amounts are held in restricted cash on the carve-out statements of financial position. |
Accounts payable and accrued _4
Accounts payable and accrued liabilities | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Accounts payable and accrued liabilities | ||
Accounts payable and accrued liabilities | 7. Accounts payable and accrued liabilities Accounts payable and accrued liabilities include the following amounts: January 31, March 31, 2024 2023 Trade payables 847,751 1,636,034 Accrued liabilities 262,813 162,565 Total 1,110,564 1,798,599 | 6. Accounts payable and accrued liabilities Accounts payable and accrued liabilities include the following amounts: March 31, March 31, March 31, 2023 2022 2021 Trade payables 2,203,468 46,054 16,976 Accrued liabilities 219,999 118,446 110,614 Total 2,423,467 164,500 127,590 |
Income taxes
Income taxes | 12 Months Ended |
Mar. 31, 2023 | |
Income taxes | |
Income taxes | 7. Income taxes The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% (March 31, 2022 – 26.5%) to the effective tax rate is as follows: March 31, March 31, 2023 2022 Net Loss before recovery of income taxes (4,238,471) (2,319,932) Expected income tax (recovery)/expense (1,123,195) (614,782) Stock based compensation 77,580 109,862 Difference in tax rates (60,111) — Change in tax benefits not recognized 1,105,726 504,920 Income tax (recovery)/expense — — Deferred tax Unrecognized deferred tax asset Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amounts of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences: March 31, March 31, Unrecognized deferred tax 2023 2022 Non-capital losses carried forward – Canada 5,137,001 2,883,658 Non-capital losses carried forward – Australia 1,717,450 — Intangible assets 148,955 2,749 Share issuance costs – 20(1)(e) 380,888 547,172 7,384,294 3,433,580 The Company’s Canadian non-capital income tax losses expire as follows: Expiry Amount $ 2041 827,846 2042 2,055,812 2043 2,253,343 Total 5,137,001 The Company’s Australian non-capital income tax losses can be carried forward indefinitely. |
Capital management_2
Capital management | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Capital management | ||
Capital management | 13. Capital management The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development of natural health business, to maintain a flexible capital structure which optimizes the cost of capital at an acceptable risk level. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may obtain additional funding from equity financings, issue new debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents on hand. In order to facilitate the management of its capital requirements, the Company prepares annual budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors. Management considers its approach to capital management to be appropriate given the relative size of the Company. There were no changes in the Company’s approach to capital management during the period. | 8. Capital management The Company manages its cash and net parent investment as capital. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development of natural health business, to maintain a flexible capital structure which optimizes the cost of capital at an acceptable risk level. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may obtain additional funding from its parent, issue new debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents on hand. In order to facilitate the management of its capital requirements, the Company prepares annual budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors. Management considers its approach to capital management to be appropriate given the relative size of the Company. There were no changes in the Company’s approach to capital management during the year. |
Transactions with related par_4
Transactions with related parties | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Transactions with related parties | ||
Transactions with related parties | 14. Transactions with related parties All related party transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. All amounts either due from or due to related parties other than specifically disclosed are non-interest bearing, unsecured and have no fixed terms of repayments. The Company incurred the following transactions with related parties during the periods ended January 31, 2024 and January 31, 2023: Compensation to key management personnel Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and Board of Directors. Key Management Personnel January 31, 2024 January 31, 2023 Short term benefits 451,138 417,958 Total 451,138 417,958 Short term benefits consist of consulting fees, payroll and other benefits paid to key management personnel. | 9. Transactions with related parties All related party transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. All amounts either due from or due to related parties other than specifically disclosed are non-interest bearing, unsecured and have no fixed terms of repayments. The Company incurred the following transactions with related parties during the years ended March 31, 2023 and March 31, 2022: Compensation to key management personnel Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and Board of Directors. March 31, March 31, Key Management Personnel 2023 2022 Short term benefits 785,487 764,965 Share based compensation 231,231 370,037 Total 1,016,718 1,135,002 Short term benefits consist of consulting fees, payroll and other benefits paid to key management personnel. Share based compensation is options granted to key management personnel. Accounts payable included balances for related parties of $100,355 ($22,005 – March 31, 2022 & $28,125 – March 31, 2021). |
Share based compensation_2
Share based compensation | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Share based compensation | ||
Share based compensation | 15. Share based compensation During the period ended January 31, 2024, $177,471 (Period ended January 31, 2023 - $243,963) was recognized for options and restricted stock units (“RSU’s”) granted by Psyence Group under professional fees and consulting expenses and general and administrative expenses on the condensed carve-out consolidated interim statements of net loss and comprehensive loss. The allocation of share based compensation expense was comprised of a total of 0 (year ended March 31, 2022 – 2,558,401) options granted by Psyence Group during the period ended January 31, 2024 with a weighted average fair value of $0.00 (period ended January 31, 2023 - $0.07) and a total of 0 (period ended January 31, 2023 - 3,528,750) RSUs granted by Psyence Group during the period ended January 31, 2024. This share-based compensation relates only to the historic carve out pre-combination period and does not relate to options or RSUs in the Company. No share options or RSUs have been issued by the Company post transaction and listing date. | 10. Share based compensation During the year ended March 31, 2023 $292,756 (Year ended March 31, 2022 – $414,574) was recognized for options and restricted stock units (“RSU’s”) granted by Psyence Group under professional fees and consulting expenses and general and administrative expenses on the carve-out consolidated statements of net loss and comprehensive loss. The allocation of share based compensation expense to the Company was comprised of a total of 2,558,401 (year ended March 31, 2022 – 1,350,000 Options and RSUs granted were subject to various time-based vesting terms. This allocation was based on services received from consultants and employees who were granted options in Psyence Group. The fair value of the RSU’s was based on the Company’s share price at the date of grant. The fair value of the options was determined at the grant date based on the Black Scholes pricing model, using the following weighted average assumptions: Options granted during year Options granted during year ended March 31, 2023 ended March 31, 2022 Numbers issued 2,558,401 1,350,000 Share price $0.09 – $0.14 $0.26 Expected dividend yield Nil Nil Exercise price $0.14 – $0.20 $0.30 Risk-free interest rate 2.78% – 3.49% 0.96% Expected life 3.00 – 5.00 5.00 Expected volatility 100% 100% |
Advances from Psyence Group
Advances from Psyence Group | 12 Months Ended |
Mar. 31, 2023 | |
Advances from Psyence Group | |
Advances from Psyence Group | 11. Advances from Psyence Group During the year ended March 31, 2023, the Company received cash advances from Psyence Group in the amount of $1,551,744 (March 31, 2022 - $2,031,964), that have been utilized by the Company to conduct its Clinical Trial operations to date. As the advances made by Psyence Group are not expected to be repaid in future periods, the advances have been classified as part of the Company’s net parent investment from Psyence Group in the Clinical Trials. March 31, March 31, Advances from (repayments to) Psyence Group 2023 2022 Opening balance 5,060,331 7,092,295 Amounts advanced (repaid) 1,551,744 (2,031,964) Ending Balance 6,612,075 5,060,331 |
Financial instruments and fin_6
Financial instruments and financial risk management | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Financial instruments and financial risk management | ||
Financial instruments and financial risk management | 16. Financial instruments and financial risk management a) Financial instrument classification and fair value measurement Financial instruments that are recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value of hierarchy has the following levels: ● Level 1 – quoted prices in active markets for identical financial instruments. ● Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in the markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. ● Level 3 – valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The table below presents the carrying value of the Company’s financial instruments: Level 1 Level 2 Level 3 Total Derivative warrant liabilities – Private Warrants — 26,608 — 26,608 Derivative warrant liabilities – Public Warrants 750,000 — — 750,000 Convertible notes — — 2,500,000 — Balance, January 31, 2024 $ 750,000 $ 26,608 $ 2,500,000 $ 776,608 The face value of the financial instruments approximates the fair value due to the short-term maturity nature of the financial instruments. b) Risk management In the normal course of business, the Company is exposed to a variety of financial risks: credit risk, liquidity risk, foreign exchange risk and interest rate risk. These financial risks are subject to normal credit standards, financial controls, risk management as well as monitoring. The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. Credit risk Credit risk arises from cash and cash equivalents held with banks. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses on financial assets. The Company minimizes the credit risk of cash and cash equivalents by depositing with only reputable financial institutions. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through an ongoing review of future commitments and cash balances available. Historically, the Company’s main source of funding has been through investments from its parent. The Company’s access to financing is uncertain. There can be no assurance of continued access to significant equity or debt funding. The following table set forth the maturity of the contractual obligations as at January 31, 2024 and after Carrying Contractual Less than 1 Between 1 Amount Cash Flows year and 3 year Accounts payable & accrued liabilities $ 1,110,564 $ 1,110,564 $ 1,110,564 $ — Convertible note liability 2,500,000 $ 3,625,000 $ 250,000 3,375,000 Due to NCAC sponsor 1,615,501 1,615,501 1,615,501 — Due to Psyence Group Inc 1,460,657 1,460,657 1,460,657 — Total contractual obligations $ 6,686,722 $ 7,811,722 $ 4,436,722 $ 3,375,000 Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has no significant interest-bearing assets or liabilities and therefore its income and operating cash flows are substantially independent of changes in market interest rates. Foreign exchange risk Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. As at January 31, 2024, a 10% fluctuation in foreign exchange rates would result in a $42,491 impact to net loss and comprehensive loss. | 12. Financial instruments and financial risk management In the normal course of business, the Company is exposed to a variety of financial risks: credit risk, liquidity risk, foreign exchange risk and interest rate risk. These financial risks are subject to normal credit standards, financial controls, risk management as well as monitoring. The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. Credit risk Credit risk arises from cash and cash equivalents held with banks. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses on financial assets. The Company minimizes the credit risk of cash and cash equivalents by depositing with only reputable financial institutions. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through an ongoing review of future commitments and cash balances available. Historically, the Company’s main source of funding has been through investments from its parent. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity or debt funding. Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has no significant interest-bearing assets or liabilities and therefore its income and operating cash flows are substantially independent of changes in market interest rates. Foreign exchange risk Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. As at March 31, 2023, a 10% fluctuation in foreign exchange rates would result in a $5,482 impact to profit or loss. |
Significant accounting polici_2
Significant accounting policies (Policies) | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Significant accounting policies | ||
IFRS 9 Financial instruments | Financial instruments Financial assets and financial liabilities, including derivatives, are recognized on the consolidated statements of financial position when the Company becomes a party to the financial instrument or derivative contract. Summary of the Company’s classification and measurements of financial assets and liabilities: Financial Assets and Liabilities Classification Measurement Cash and cash equivalents Amortized cost Amortized cost Restricted cash Amortized cost Amortized cost Accounts payable and accrued liabilities Amortized cost Amortized cost Derivative warrant liability FVTPL Fair value Convertible notes FVTPL Fair value NCAC promissory note FVTPL Fair value PGI note FVTPL Fair value Classification The Company classifies its financial assets and financial liabilities in the following measurement categories: i) those to be measured subsequently at fair value through profit or loss (“FVTPL”); ii) those to be measured subsequently at fair value through other comprehensive income (“FVOCI”); and iii) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at FVTPL (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in net loss or other comprehensive income (loss). The Company reclassifies financial assets only when its business model for managing those assets changes. Financial liabilities are not reclassified. Amortized cost This category includes financial assets that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the sole payments of principal and interest ("SPPI") criterion. Financial assets classified in this category are measured at amortized cost using the effective interest method. Fair value through profit or loss This category includes derivative instruments as well as quoted equity instruments which the Company has irrevocably elected, at initial recognition or transition, to classify at FVTPL. This category would also include debt instruments of which the cash flow characteristics fail the solely payments of principal and interest (“SPPI”) criterion or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell. Financial assets in this category are recorded at fair value with changes recognized in net loss. Financial assets at fair value through other comprehensive income Equity instruments that are not held-for-trading can be irrevocably designated to have their change in fair value recognized through other comprehensive income (loss) instead of through net loss. This election can be made on individual instruments and is not required to be made for the entire class of instruments. Attributable transaction costs are included in the carrying value of the instruments. Financial assets at fair value through other comprehensive income/(loss) are initially measured at fair value and changes therein are recognized in other comprehensive income/(loss). Hybrid financial instrument and d e rivative liability The Company determined that the warrants, including public warrants and the private warrants are derivative instruments and should be classified as a financial liability and are measured at FVTPL. Derivative and financial liabilities designated at FVTPL are carried subsequently at fair value with gains or losses recognized in net loss. Each embedded derivative is measured and presented separately unless the whole hybrid financial instrument is designated as at FVTPL. Measurement All financial instruments are required to be measured at fair value on initial recognition, plus, in the case of a financial asset or financial liability not at FVTPL, transaction costs that are directly attributable to the acquisition or issuance of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in net loss. Financial assets and financial liabilities with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payments of principal and interest. Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through net loss or other comprehensive income/(loss) (irrevocable election at the time of recognition). For financial liabilities measured subsequently at FVTPL, changes in fair value due to credit risk are recorded in profit and loss. | IFRS 9 Financial instruments The Company recognizes a financial asset or a financial liability when, and only when, it becomes a party to the contractual provisions of the instrument. Such financial assets or financial liabilities are initially recognized at fair value plus or minus transaction costs that are directly attributable to the acquisition or issue of financial instruments that are not classified as fair value through profit or loss. The classification and measurement approach for financial assets reflect the business model in which assets are managed and their cash flow characteristics. Financial assets are classified and measured based on these categories: amortized cost, fair value through other comprehensive income ( “FVOCI” “FVTPL” A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL: ● The financial asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and ● The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to measure the investment at FVOCI whereby changes in the investment’s fair value (realized and unrealized) will be recognized permanently in OCI with no reclassification to profit or loss. The election is made on an investment-by-investment basis. A financial asset shall be measured at FVTPL unless it is measured at amortized cost or at FVOCI. Financial liabilities are classified and measured based on two categories — amortized cost or FVTPL: Amortized cost Financial liabilities are classified as measured at amortized cost unless they fall into one of the following categories: financial liabilities at FVTPL, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition, financial guarantee contracts, commitments to provide a loan at a below-market interest rate, or contingent consideration recognized by an acquirer in a business combination. FVTPL Financial liabilities are classified as FVTPL if they fall into one of the five exemptions detailed above. Classification and measurement of the financial instruments is as follows: Financial instrument Classification Cash and cash equivalents Amortized cost Restricted cash Amortized cost Accounts payable and accrued liabilities Amortized cost Under IFRS 9, the Company applies a forward-looking expected credit loss (“ ECL The three-stage approach to recognizing ECL under IFRS 9 is intended to reflect the increase in credit risk of a financial instrument and are: ● Stage 1 is comprised of all financial instruments that have not had a significant increase in credit risk since initial recognition or that have low credit risk at the reporting date. The Company recognizes an impairment loss for those financial instruments at an amount equal to the twelve-month expected credit loss following the balance sheet date. ● Stage 2 is comprised of all financial instruments that have had a significant increase in credit risk since initial recognition but that do not have objective evidence of a credit loss event. The Company recognizes an impairment loss for those financial instruments at an amount equal to the lifetime expected credit losses. ● Stage 3 is comprised of all financial instruments that have objective evidence of impairment at the reporting date. The Company recognizes an impairment loss for those financial instruments at an amount equal to the lifetime expected credit losses. Impairment losses are recorded in the carve-out statements of net loss and comprehensive loss with the carrying amount of the financial assets reduced through the use of impairment allowance accounts. The Company reverses impairment losses on financial assets carried at amortized cost when the decrease in impairment can be objectively related to an event occurring after the impairment loss was initially recognized. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include cash on hand and, when applicable, short-term, highly liquid deposits which are either cashable or with original maturities of less than three months at the date of their acquisition. | Cash and cash equivalents Cash and cash equivalents include cash on hand and, when applicable, short-term, highly liquid deposits which are either cashable or with original maturities of less than three months at the date of their acquisition. |
Related party transactions | Related party transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or entities. A transaction is considered to be a related party transaction when there is transfer of resources or obligations between related parties. | Related party transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or entities. A transaction is considered to be a related party transaction when there is transfer of resources or obligations between related parties. |
Provisions | Provisions Provisions are recognized when the Company has a present obligation, legal or constructive as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows. | Provisions Provisions are recognized when the Company has a present obligation, legal or constructive as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows. |
Share based compensation | Share based compensation The proportionate share of the fair value of the options and RSUs granted by Psyence Group shall be recognized as an expense in the Carve out Financial Statements of the Company. The expense shall be recognized over the vesting period of the options. The fair value options shall be determined using the Black-Scholes model. | Share based compensation The proportionate share of the fair value of the options and warrants granted by Psyence Group shall be recognized as an expense in the Carve-Out Financial Statements of the Company. The expense shall be recognized over the vesting period of the options. The fair value of the options shall be determined using the Black-Scholes model. The expense associated with the options and warrants shall be allocated to the Company based on the proportion of services received by the Company from the employees and consultants who have been granted the options. |
Net parent investment | Net parent investment The net parent investment represents the net financings that the Company received from Psyence Group to fund its operations through contributions to the Clinical Trials, cash extended to the Company’s subsidiaries and joint ventures that were not related to the Clinical Trials, and the net effect of cost allocations from transactions with Psyence Group, all of which did not require repayments. | |
Research and development | Research and development Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in the statements of net loss and comprehensive loss as incurred. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to complete development and has sufficient resources to complete development and to use or sell the asset. Other development expenditures are expensed as incurred. Research and development expenses include all direct and indirect operating expenses supporting the products in development. The costs incurred in establishing and maintaining patents are expensed as incurred. | Research and development Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in the carve-out statements of net loss and comprehensive loss as incurred. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to complete development and has sufficient resources to complete development and to use or sell the asset. Other development expenditures are expensed as incurred. Research and development expenses include all direct and indirect operating expenses supporting the products in development. The costs incurred in establishing and maintaining patents are expensed as incurred. |
Foreign currency translation | Foreign currency translation The Financial Statements are presented in USD $ which is PBM’s functional currency. The functional currency of its subsidiary consolidated within these Financial Statements is USD. In each individual entity, a foreign currency transaction is initially recorded in the functional currency of the entity, by applying the exchange rate between the functional currency and the foreign currency at the date of the transaction. At the end of the reporting period, monetary assets and liabilities of the Company which are denominated in foreign currencies are translated at the period-end exchange rate. Non-monetary assets and liabilities are translated at rates in effect at the date the assets were acquired, and liabilities incurred. The resulting exchange gains or losses arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition, are included in statement of net loss and comprehensive loss in the period in which they arise. For the purpose of presenting these Financial Statements, the assets and liabilities of the subsidiary are translated into USD $ at the exchange rates prevailing at the end of the reporting period. Income and expenses are translated at the average rates for the period. | Foreign currency translation The Financial Statements are presented in CAD $ which is PBC’s functional currency. The functional currency of its subsidiary consolidated within these Financial Statements is USD. In each individual entity, a foreign currency transaction is initially recorded in the functional currency of the entity, by applying the exchange rate between the functional currency and the foreign currency at the date of the transaction. At the end of the reporting period, monetary assets and liabilities of the Company which are denominated in foreign currencies are translated at the period-end exchange rate. Non-monetary assets and liabilities are translated at rates in effect at the date the assets were acquired, and liabilities incurred. The resulting exchange gains or losses arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition, are included in profit or loss in the period in which they arise. For the purpose of presenting these Financial Statements, the assets and liabilities of the subsidiary are translated into CAD $ at the exchange rates prevailing at the end of the reporting period. Income and expenses are translated at the average rates for the period. Exchange differences arising are recognized in net parent investment. |
Basis of presentation (Tables_2
Basis of presentation (Tables) | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Basis of presentation | ||
Summary of consolidation | Name of entity Place of incorporation % ownership Accounting method Psyence Australia Pty Ltd. Australia 100 % Consolidated Pysence Biomed II Corp. Canada 100 % Consolidated Newcourt Acquisition Corp. Cayman Islands 100 % Consolidated | Name of entity Place of incorporation % ownership Accounting method Psyence Australia Pty Ltd. Australia 100% Consolidated |
Cash, restricted cash and cas_5
Cash, restricted cash and cash equivalents (Tables) | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Cash, restricted cash and cash equivalents | ||
Summary of cash and cash equivalents | January 31, March 31, 2024 2023 Unrestricted cash held with chartered banks 2,322,008 1,334,343 Restricted Cash — 29,557 Total 2,322,008 1,363,890 | March 31, March 31, March 31, 2023 2022 2021 Unrestricted cash held with chartered banks 1,800,539 2,185,868 6,001,436 Held in trust for brokerage account 5,227 5,227 5,000 Restricted Cash 40,000 40,000 — Total 1,845,776 2,231,095 6,006,436 |
Accounts payable and accrued _5
Accounts payable and accrued liabilities (Tables) | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Accounts payable and accrued liabilities | ||
Summary of accounts payable and accrued liabilities | January 31, March 31, 2024 2023 Trade payables 847,751 1,636,034 Accrued liabilities 262,813 162,565 Total 1,110,564 1,798,599 | March 31, March 31, March 31, 2023 2022 2021 Trade payables 2,203,468 46,054 16,976 Accrued liabilities 219,999 118,446 110,614 Total 2,423,467 164,500 127,590 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Income taxes | |
Summary of reconciliation of the combined Canadian federal and provincial statutory income tax rate to the effective tax rate | March 31, March 31, 2023 2022 Net Loss before recovery of income taxes (4,238,471) (2,319,932) Expected income tax (recovery)/expense (1,123,195) (614,782) Stock based compensation 77,580 109,862 Difference in tax rates (60,111) — Change in tax benefits not recognized 1,105,726 504,920 Income tax (recovery)/expense — — |
Summary of unrecognized deferred tax | March 31, March 31, Unrecognized deferred tax 2023 2022 Non-capital losses carried forward – Canada 5,137,001 2,883,658 Non-capital losses carried forward – Australia 1,717,450 — Intangible assets 148,955 2,749 Share issuance costs – 20(1)(e) 380,888 547,172 7,384,294 3,433,580 |
Summary of non-capital income tax losses | Expiry Amount $ 2041 827,846 2042 2,055,812 2043 2,253,343 Total 5,137,001 |
Transactions with related par_5
Transactions with related parties (Tables) | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Transactions with related parties | ||
Summary of compensation to key management personnel | Key Management Personnel January 31, 2024 January 31, 2023 Short term benefits 451,138 417,958 Total 451,138 417,958 | March 31, March 31, Key Management Personnel 2023 2022 Short term benefits 785,487 764,965 Share based compensation 231,231 370,037 Total 1,016,718 1,135,002 |
Share based compensation (Tab_2
Share based compensation (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Share based compensation | |
Summary of fair value of the options was determined at the grant date based on the Black Scholes pricing model, using the following weighted average assumptions | Options granted during year Options granted during year ended March 31, 2023 ended March 31, 2022 Numbers issued 2,558,401 1,350,000 Share price $0.09 – $0.14 $0.26 Expected dividend yield Nil Nil Exercise price $0.14 – $0.20 $0.30 Risk-free interest rate 2.78% – 3.49% 0.96% Expected life 3.00 – 5.00 5.00 Expected volatility 100% 100% |
Advances from Psyence Group (Ta
Advances from Psyence Group (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Advances from Psyence Group | |
Schedule of advances from (repayments to) Psyence Group | March 31, March 31, Advances from (repayments to) Psyence Group 2023 2022 Opening balance 5,060,331 7,092,295 Amounts advanced (repaid) 1,551,744 (2,031,964) Ending Balance 6,612,075 5,060,331 |
Nature of operations and goin_4
Nature of operations and going concern (Details) | 10 Months Ended | 12 Months Ended | ||
Jan. 31, 2024 USD ($) item | Jan. 31, 2023 USD ($) | Mar. 31, 2023 CAD ($) item | Mar. 31, 2022 CAD ($) | |
Nature of operations and going concern | ||||
Number of patients to participate in the study for clinical trials | 84 | 84 | ||
Net loss | $ (34,701,404) | $ (2,577,667) | $ (4,238,471) | $ (2,319,932) |
Comprehensive loss | $ (34,687,698) | $ (2,581,267) | $ (4,238,471) | $ (2,319,932) |
Basis of presentation (Detail_2
Basis of presentation (Details) | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Mar. 31, 2023 | |
Psyence Australia Pty Ltd. | ||
Investment in subsidiaries | ||
% ownership | 100% | 100% |
Cash, restricted cash and cas_6
Cash, restricted cash and cash equivalents (Details) | Jan. 31, 2024 USD ($) | Mar. 31, 2023 CAD ($) | Mar. 31, 2023 USD ($) | Jan. 31, 2023 USD ($) | Mar. 31, 2022 CAD ($) | Mar. 31, 2021 CAD ($) |
Cash, restricted cash and cash equivalents | ||||||
Unrestricted cash held with chartered banks | $ 2,322,008 | $ 1,800,539 | $ 1,334,343 | $ 2,185,868 | $ 6,001,436 | |
Held in trust for brokerage account | 5,227 | 5,227 | 5,000 | |||
Restricted Cash | 40,000 | $ 29,557 | 29,557 | 40,000 | ||
Total | $ 2,322,008 | $ 1,845,766 | $ 1,363,890 | $ 2,231,095 | $ 6,006,436 |
Accounts payable and accrued _6
Accounts payable and accrued liabilities (Details) | Jan. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 CAD ($) | Jan. 31, 2023 USD ($) | Mar. 31, 2022 CAD ($) | Mar. 31, 2021 CAD ($) |
Accounts payable and accrued liabilities | ||||||
Trade payables | $ 847,751 | $ 2,203,468 | $ 1,636,034 | $ 46,054 | $ 16,976 | |
Accrued liabilities | 262,813 | 219,999 | 162,565 | 118,446 | 110,614 | |
Total | $ 1,110,564 | $ 1,798,599 | $ 2,423,467 | $ 1,798,599 | $ 164,500 | $ 127,590 |
Income taxes (Details)
Income taxes (Details) - CAD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income taxes | ||
Statutory income tax rate | 26.50% | 26.50% |
Reconciliation of the combined Canadian federal and provincial statutory income tax rate to the effective tax rate | ||
Net Loss before recovery of income taxes | $ (4,238,471) | $ (2,319,932) |
Expected income tax (recovery)/expense | (1,123,195) | (614,782) |
Stock based compensation | 77,580 | 109,862 |
Difference in tax rates | (60,111) | |
Change in tax benefits not recognized | $ 1,105,726 | $ 504,920 |
Income taxes - Unrecognized def
Income taxes - Unrecognized deferred tax asset (Details) - CAD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Unrecognized deferred tax asset | ||
Unrecognized deferred tax asset | $ 7,384,294 | $ 3,433,580 |
Non-capital losses carried forward | Canada | ||
Unrecognized deferred tax asset | ||
Unrecognized deferred tax asset | 5,137,001 | 2,883,658 |
Non-capital losses carried forward | Australia | ||
Unrecognized deferred tax asset | ||
Unrecognized deferred tax asset | 1,717,450 | |
Intangible assets | ||
Unrecognized deferred tax asset | ||
Unrecognized deferred tax asset | 148,955 | 2,749 |
Share issuance costs - 20(1)(e) | ||
Unrecognized deferred tax asset | ||
Unrecognized deferred tax asset | $ 380,888 | $ 547,172 |
Income taxes - Non-capital inco
Income taxes - Non-capital income tax losses (Details) | Mar. 31, 2023 CAD ($) |
Income taxes | |
Total | $ 5,137,001 |
2041 | |
Income taxes | |
Total | 827,846 |
2042 | |
Income taxes | |
Total | 2,055,812 |
2043 | |
Income taxes | |
Total | $ 2,253,343 |
Transactions with related par_6
Transactions with related parties - Key Management Personnel (Details) | 10 Months Ended | 12 Months Ended | ||
Jan. 31, 2024 USD ($) | Jan. 31, 2023 USD ($) | Mar. 31, 2023 CAD ($) | Mar. 31, 2022 CAD ($) | |
Transactions with related parties | ||||
Short term benefits | $ 451,138 | $ 417,958 | $ 785,487 | $ 764,965 |
Share based compensation | 231,231 | 370,037 | ||
Total | $ 451,138 | $ 417,958 | $ 1,016,718 | $ 1,135,002 |
Transactions with related par_7
Transactions with related parties (Details) - CAD ($) | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 |
Transactions with related parties | |||
Accounts payable to related parties | $ 100,355 | $ 22,005 | $ 28,125 |
Share based compensation (Det_2
Share based compensation (Details) | 10 Months Ended | 12 Months Ended | |||
Jan. 25, 2024 shares | Jan. 31, 2024 USD ($) shares $ / shares | Jan. 31, 2023 USD ($) shares $ / shares | Mar. 31, 2023 CAD ($) shares $ / shares | Mar. 31, 2022 CAD ($) shares $ / shares | |
Share based compensation | |||||
Value of options and restricted stock units granted | $ 177,471 | $ 243,963 | $ 292,756 | $ 414,574 | |
Number of options granted | 0 | 0 | 2,558,401 | 2,558,401 | |
Weighted average fair value of options granted (in dollars per share) | (per share) | $ 0 | $ 0.07 | $ 0.09 | $ 0.19 | |
Number of RSUs granted | shares | 0 | 3,528,750 | 3,528,750 | 735,387 | |
Weighted average fair value of RSUs granted (in dollars per share) | $ / shares | $ 0.12 | $ 0.16 |
Share based compensation - Weig
Share based compensation - Weighted average assumptions (Details) | 12 Months Ended | |
Mar. 31, 2023 shares Y $ / shares | Mar. 31, 2022 Y shares $ / shares | |
Share based compensation | ||
Numbers issued | shares | 2,558,401 | 1,350,000 |
Share price | $ 0.26 | |
Expected dividend yield | 0% | 0% |
Exercise price | $ 0.30 | |
Risk-free interest rate | 0.96% | |
Expected life | Y | 5 | |
Expected volatility | 100% | 100% |
Minimum | ||
Share based compensation | ||
Share price | $ 0.09 | |
Exercise price | $ 0.14 | |
Risk-free interest rate | 2.78% | |
Expected life | Y | 3 | |
Maximum | ||
Share based compensation | ||
Share price | $ 0.14 | |
Exercise price | $ 0.20 | |
Risk-free interest rate | 3.49% | |
Expected life | Y | 5 |
Advances from Psyence Group (De
Advances from Psyence Group (Details) - CAD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Advances from Psyence Group | ||
Cash advances from Psyence Group | $ 1,551,744 | $ (2,031,964) |
Advances from (repayments to) Psyence Group, Opening balance | 5,060,331 | 7,092,295 |
Amounts advanced (repaid) | 1,551,744 | (2,031,964) |
Advances from (repayments to) Psyence Group, Ending balance | $ 6,612,075 | $ 5,060,331 |
Financial instruments and fin_7
Financial instruments and financial risk management (Details) | 10 Months Ended | 12 Months Ended |
Jan. 31, 2024 USD ($) | Mar. 31, 2023 CAD ($) | |
Financial instruments and financial risk management | ||
Fluctuation in foreign exchange rates (as a percent) | 10% | 10% |
Impact to profit or loss from fluctuation in foreign exchange rates | $ 42,491 | $ 5,482 |