Document and Entity Information
Document and Entity Information | 12 Months Ended |
Mar. 31, 2024 shares | |
IFRS Statement [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Mar. 31, 2024 |
Current Fiscal Year End Date | --03-31 |
Document Fiscal Year Focus | 2024 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-41937 |
Entity Registrant Name | Psyence Biomedical Ltd. |
Entity Incorporation, State or Country Code | A6 |
Entity Address, Address Line One | 121 Richmond Street West |
Entity Address, Adress Line Two | Penthouse Suite 1300 |
Entity Address, City or Town | Toronto |
Entity Address State Or Province | ON |
Entity Address, Country | CA |
Entity Address, Postal Zip Code | M5H 2K1 |
Entity Common Stock, Shares Outstanding | 13,390,659 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | International Financial Reporting Standards |
Entity Shell Company | false |
Auditor Name | MNP LLP |
Auditor Location | Toronto, Canada |
Auditor Firm ID | 1930 |
Entity Central Index Key | 0001985062 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Common shares, without par value | |
IFRS Statement [Line Items] | |
Title of 12(b) Security | Common shares, without par value |
Trading Symbol | PBM |
Security Exchange Name | NASDAQ |
Warrants, each exercisable to purchase one Common Share at an exercise price of $11.50 per share | |
IFRS Statement [Line Items] | |
Title of 12(b) Security | Warrants, each exercisable topurchase one Common Share at anexercise price of $11.50 per share |
Trading Symbol | PBMWW |
Security Exchange Name | NASDAQ |
Business Contact | |
IFRS Statement [Line Items] | |
Contact Personnel Name | Neil Maresky |
Entity Address, Address Line One | 121 Richmond Street West |
Entity Address, Adress Line Two | Penthouse Suite 1300 |
Entity Address, City or Town | Toronto |
Entity Address State Or Province | ON |
Entity Address, Postal Zip Code | M5H 2K1 |
Country Region | +1 |
City Area Code | 416 |
Local Phone Number | 346-7764 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) |
Current assets | ||
Cash and cash equivalents | $ 733,188 | $ 1,334,280 |
Restricted cash | 29,611 | 29,556 |
Other receivables | 41,747 | 149,369 |
Prepaids | 322,126 | 77,050 |
Total current assets | 1,126,672 | 1,590,255 |
Non-current assets | ||
Equipment | 5,487 | |
TOTAL ASSETS | 1,132,159 | 1,590,255 |
Current liabilities | ||
Accounts payable and accrued liabilities | 755,202 | 1,790,700 |
Convertible note liability | 7,657,397 | |
Derivative warrant liabilities | 901,608 | |
TOTAL LIABILITIES | 12,104,699 | 1,790,700 |
EQUITY | ||
Share Capital | 46,125,397 | 5,934,141 |
Accumulated Deficit | (57,458,994) | (6,299,946) |
Reserves | 361,057 | 165,360 |
NET DEFICIT | (10,972,540) | (200,445) |
TOTAL LIABILITIES AND NET DEFICIT | 1,132,159 | $ 1,590,255 |
NCAC Sponsor | ||
Current liabilities | ||
Due to related party | 1,474,256 | |
Psyence Group Inc | ||
Current liabilities | ||
Due to related party | $ 1,316,236 |
Consolidated Statements of Net
Consolidated Statements of Net Loss and Comprehensive Loss - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Expenses | ||
Sales and marketing | $ 80,603 | $ 7,029 |
Research and development | 954,593 | 1,608,895 |
General and administrative | 557,904 | 366,435 |
Professional and consulting fees | 1,158,484 | 1,252,510 |
Loss before other items | (2,751,584) | (3,234,869) |
Other items | ||
Other income | (879,344) | |
Depreciation | (240) | |
Interest income | (2,134) | |
Interest expense | (52,941) | |
Foreign exchange gain | 2,695 | |
Listing expense | (41,481,605) | |
Transaction expense | (2,461,025) | |
Fair value loss on convertible note | (5,157,397) | |
Fair value loss on warrant liability | (306,250) | |
Fair value loss on promissory notes | (108,288) | |
NET LOSS | (51,159,048) | (3,206,403) |
Other comprehensive income/(loss) | ||
Foreign exchange gain/(loss) on translation | 3,715 | (89,828) |
Other comprehensive income | 195,697 | |
TOTAL COMPREHENSIVE LOSS | $ (50,963,351) | $ (3,296,231) |
Loss per share - basic (in dollars per share) | $ (7.82) | $ (0.66) |
Loss per share - diluted (in dollars per share) | $ (7.82) | $ (0.66) |
Weighted average number of outstanding shares - basic (in shares) | 6,517,215 | 5,000,000 |
Weighted average number of outstanding shares - diluted (in shares) | 6,517,215 | 5,000,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes 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 ($) shares | Reserve USD ($) | 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, 2022 | $ 4,537,055 | $ 255,188 | $ (3,093,543) | $ 1,698,700 | |||||||
Psyence Group contribution | 1,397,086 | 1,397,086 | |||||||||
Net loss for the period | (3,206,403) | (3,206,403) | |||||||||
Other comprehensive income (loss) | (89,828) | (89,828) | |||||||||
Balance at end at Mar. 31, 2023 | 5,934,141 | 165,360 | (6,299,946) | $ (200,445) | $ (200,445) | ||||||
Balance at end (in shares) at Mar. 31, 2023 | shares | 0 | 0 | |||||||||
Issuance of shares, reverse takeover transaction | $ 37,336,416 | $ 37,336,416 | |||||||||
Issuance of shares, reverse takeover transaction (in shares) | shares | 5,000,000 | 7,794,659 | 5,000,000 | 150,000 | 150,000 | ||||||
Issuance of shares for debt settlement | $ 718,500 | $ 718,500 | |||||||||
Issuance of shares for debt settlement (in shares) | shares | 150,000 | ||||||||||
Issuance of shares | $ 2,136,340 | $ 2,136,340 | |||||||||
Issuance of shares (in shares) | shares | 446,000 | ||||||||||
Net loss for the period | (51,159,048) | (51,159,048) | |||||||||
Other comprehensive income (loss) | 195,697 | 191,982 | |||||||||
Balance at end at Mar. 31, 2024 | $ 46,125,397 | $ 361,057 | $ (57,458,994) | $ (10,972,540) | |||||||
Balance at end (in shares) at Mar. 31, 2024 | shares | 13,390,659 | 13,390,659 | 13,390,659 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows | 12 Months Ended |
Mar. 31, 2024 USD ($) | |
Consolidated Statements of Cash Flows | |
NET LOSS | $ (51,159,048) |
Non-cash adjustment: | |
Fair value loss on convertible note | 5,157,397 |
Fair value loss on derivative warrant | 306,250 |
Fair value loss on promissory notes | 300,270 |
Share based compensation | 317,882 |
Depreciation | 240 |
Foreign exchange | 3,658 |
Listing expense | 41,481,605 |
Transaction expenses | 2,100,830 |
Changes in working capital: | |
Other receivables | 107,622 |
Prepaids | (245,075) |
Accounts payable and accrued liabilities | (1,035,498) |
Cash used in operating activities | (2,945,367) |
Additions to equipment | (5,727) |
Cash used for investing activities | (5,727) |
Proceeds received from convertible note | 2,500,000 |
Payment of promissory note | (150,000) |
Cash provided from financing activities | 2,350,000 |
Change in cash and cash equivalents | (601,092) |
Cash and cash equivalents, beginning of year | 1,334,280 |
Cash and cash equivalents, end of year | $ 733,188 |
Nature of operations and going
Nature of operations and going concern | 12 Months Ended |
Mar. 31, 2024 | |
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 Company listed on the NASDAQ exchange on January 25, 2024. (“ Carve-out Financial Statements On February 15, 2023, Psyence Australia (Pty) Ltd was incorporated and registered in Victoria, Australia. It is a wholly owned subsidiary of the Company. It was incorporated as a wholly owned subsidiary of Psyence Group Inc. and was transferred to the Company concurrently upon completion of the RTO Transaction as described below. Business Combination Agreement and NASDAQ listing On January 9, 2023, Psyence Group Inc. (“ Psyence Group PGI Business Combination Agreement SPAC The transaction concluded on January 25, 2024, with PBM’s listing on NASDAQ. This transaction involved PBM acquiring the SPAC through a merger, thereby making the SPAC a wholly-owned subsidiary of PBM. Transaction Overview: On January 25, 2024 (the “ Closing Date RTO Transaction BCA - Psyence Group Inc. - Newcourt Acquisition Corp., a Cayman Islands exempted company. - Newcourt SPAC Sponsor LLC, a Delaware limited liability company (“ NCAC Sponsor - Psyence (Cayman) Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of Psyence Group. - Psyence Biomed Corp., a corporation organized under the laws of British Columbia, Canada (“ Original Target - Psyence Biomed II Corp., a corporation organized under the laws of Ontario, Canada (“ Psyence Biomed II Key Transactions (collectively, the “ Business Combination Formation of Subsidiaries Amalgamation Share Exchange Company Exchange Merger Warrant Conversion 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 Convertible Note Financing 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 Merger Consideration As consideration for all the issued and outstanding Psyence Biomed II common shares that the Company received in the Company Exchange, the Company issued to Psyence Group, 5,000,000 Common Shares. As a result, Psyence Group is the largest shareholder of the Company as at March 31, 2024. These Consolidated Financial Statements (the “ Financial Statements Going concern 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, 2024, the Company incurred a net loss and comprehensive loss of $50,963,351 (Year ended March 31, 2023: $3,296,231) and the Company has not yet generated any revenue. The Company’s ability to continue operations depends on its ability to secure additional financing. There is uncertainty regarding the availability of financing at acceptable terms, which could impact the Company’s ability to continue operating. 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 in the normal course of operations. Such adjustments could be significant. |
Basis of presentation
Basis of presentation | 12 Months Ended |
Mar. 31, 2024 | |
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 July 25, 2024 by the directors of the Company. Consolidated Statements of Financial Position The 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 comprises a guaranteed investment certificate which is held as collateral for a credit lending agreement. ● Other receivables are comprised of sales tax receivable from the Canadian Revenue Agency and the Australian Taxation Office. ● Prepaids consists of D&O insurance fees prepaid. ● Accounts payable and accrued liabilities consist of audit, consulting fees and legal fees related to the Company and its Clinical Trials. Consolidated Statements of Net Loss and Comprehensive Loss ● The Consolidated Statements of Net Loss and Comprehensive Loss include operating expenses that are related to the Company and its Clinical Trials. The Financial Statements up until January 25, 2024 were presented on a carve out basis (“ Carve-out Financial Statements ”). The Financial Statements have been prepared on a carve-out basis from the PGI consolidated financial statements for the purpose of presenting the historical financial position, financial performance and cash flows of the Company on a stand-alone basis. The accounting policies applied in the Carve-out Financial Statements are, to the extent applicable, consistent with accounting policies applied in the PGI consolidated financial statements, and as a result, reflect the carrying amounts that are included in PGI’s consolidated financial statements. In determining the perimeter of the Carve-out Financial Statements, the activities related to the Company’s clinical trials were considered to include the operations of Psyence Biomed Corp. and Psyence Australia (Pty) Ltd carried out through PGI directly as well as through legal entities of PGI as detailed above. In the Carve-out Financial Statements of PBM, all intercompany balances and have been eliminated. The transactions and balances with the remaining PGI operations that are not part of these Carve-out Financial Statements have not been eliminated. The Carve-out Financial Statements present the assets, liabilities, expenses and cash flows attributable to the clinical trial activities for the year ended March 31, 2023 and from April 1, 2023 to the Closing Date, and include allocations of certain transactions and balances. The Company believes the allocation assumptions applied in the Carve-out Financial Statements to be a reasonable reflection of the utilization of services provided by PGI. However, different allocation assumptions could have resulted in different outcomes. The allocations are therefore not necessarily representative of the financial position, financial performance or cash flows that would have been reported if PBM operated on its own or as an entity independent from PGI during the periods presented. The Company believes the basis of preparation described above results in the Carve-out Financial Statements reflecting the assets and liabilities associated with PBM and reflects costs associated with the functions that would be necessary to operate independently. 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 commencing the Closing Date and on March 31, 2024 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. The financial results of subsidiaries in financial year ended March 31, 2023 and up to January 25, 2024 were presented on a carve out basis. Basis of measurement These Financial Statements have been prepared on an accrual basis, are based on historical costs, unless otherwise noted. Functional and presentation currency These Financial Statements are presented in United States Dollars ( “USD $” , This changed upon consummation of the BCA at which time the USD $ represents the currency of the Company's funding and is the currency of the primary economic environment in which the Company operates in, except for the Company’s Australian subsidiary which has an Australian Dollar functional currency. See change in accounting policy in note 3 for further details on the change in the Company’s presentation currency. |
Material accounting policies
Material accounting policies | 12 Months Ended |
Mar. 31, 2024 | |
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 promissory 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 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. The Company records its financial liabilities including derivatives, convertible loans and promissory notes at FVTPL. Derivatives are mandatorily recorded at FVTPL, whereas the Company has elected to record convertible loans and promissory notes at FVTPL. 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). Compound financial instrument and derivative 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 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 are recorded in profit and loss, except where changes in fair value are attributable to changes in own credit risk which is recorded in other comprehensive income. 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. Restricted cash Restricted cash comprises a collateral agreement with a major chartered bank in Canada with regards to a credit card facility against which the Company deposited in a guaranteed investment certificate with the bank. 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. Change in accounting policy Pursuant to completion of the Business Combination Agreement and NASDAQ listing as explained in Note 1 to the audited consolidated financial statements, on January 25, 2024, the Corporation decided to change the presentation currency of its consolidated financial statements from Canadian Dollars to United States Dollars. The Board of Directors believe that US Dollar financial reporting provides more relevant presentation of the Corporation’s financial position, funding and treasury functions, financial performance and cash flows. A change in presentation currency represents a change in accounting policy in terms of IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors In accordance with IAS 21 – The Effects of Changes in Foreign Exchange Rates The average and closing rates used in translating the historical financial information from CDN$ to US$ for the various periods were as follows: The closing rate used as at March 31, 2024 was $0.738 and as at March 31, 2023 was $0.7389. The average rate used for the year ended March 31, 2024 was $0.7415, for the year ended March 31, 2023 was $0.7559 and for the year ended March 31, 2022 was $0.8003. The change in presentation currency is a voluntary change which is accounted for retrospectively. For comparative reporting purposes, historical financial information has been translated to United States dollars which is disclosed in the tables below: March 31, March 31, 2023 Foreign 2023 Reported CAD Currency Restated USD Change in presentation currency $ Translation $ ASSETS Current assets Cash and cash equivalents 1,805,765 (471,485) 1,334,280 Restricted cash 40,000 (10,444) 29,556 Other receivables 202,150 (52,782) 149,369 Prepaids 104,276 (27,226) 77,050 Total current assets 2,152,192 (561,937) 1,590,255 TOTAL ASSETS 2,152,192 (561,937) 1,590,255 LIABILITIES Current liabilities Accounts payable and accrued liabilities 2,423,467 (632,767) 1,790,700 TOTAL LIABILITIES 2,423,467 (632,767) 1,790,700 EQUITY Net equity (271,275) 70,830 (200,445) NET DEFICIT (271,275) 70,830 (200,445) TOTAL LIABILITIES AND NET DEFICIT 2,152,192 (561,937) 1,590,255 March 31, March 31, 2022 Foreign 2022 Restated Reported CAD Currency USD Change in presentation currency $ Translation $ ASSETS Current assets Cash and cash equivalents 2,191,095 (437,658) 1,753,437 Restricted cash 40,000 (7,990) 32,010 Other receivables 49,372 (9,862) 39,510 Prepaids 6,729 (1,344) 5,385 Total current assets 2,287,196 (456,854) 1,830,342 TOTAL ASSETS 2,287,196 (456,854) 1,830,342 LIABILITIES Current liabilities Accounts payable and accrued liabilities 164,500 (32,858) 131,642 TOTAL LIABILITIES 164,500 (32,858) 131,642 EQUITY Net equity 2,122,696 (423,996) 1,698,700 NET DEFICIT 2,122,696 (423,996) 1,698,700 TOTAL LIABILITIES AND NET DEFICIT 2,287,196 (456,854) 1,830,342 March 31, March 31, 2023 Foreign 2023 Reported CAD Currency Restated USD Change in presentation currency $ Translation $ Expenses Sales and marketing 9,292 (2,263) 7,029 Research and development 2,126,762 (517,867) 1,608,895 General and administrative 484,382 (117,947) 366,435 Professional and consulting fees 1,655,663 (403,153) 1,252,510 Loss before other items (4,276,099) (1,041,230) (3,234,869) Other items Interest income 2,054 (500) 1,554 Foreign exchange gain 35,574 (8,662) 26,912 NET LOSS (4,238,471) (1,050,392) (3,206,403) March 31, March 31, 2023 Foreign 2023 Reported CAD Currency Restated USD Change in presentation currency $ Translation $ Net loss (4,238,471) 1,032,068 (3,206,403) Non-cash adjustment: Share based compensation 292,756 (71,469) 221,287 Foreign exchange — (84,499) (84,499) Changes in working capital: Other receivables (152,778) 42,920 (109,858) Prepaids (97,547) 25,882 (71,665) Accounts payable and accrued liabilities 2,258,967 (599,909) 1,659,058 Cash used in operating activities (1,937,073) 344,993 (1,592,080) Proceeds received from Psyence Group Inc 1,551,744 (378,821) 1,172,923 Cash provided from financing activities 1,551,744 (378,821) 1,172,923 Change in cash and cash equivalents (385,329) (33,828) (419,157) Cash and cash equivalents, start of year 2,191,095 (437,658) 1,753,437 Cash and cash equivalents, end of year 1,805,765 (471,486) 1,334,280 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. 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. 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 AUD $. 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. The differences from translating subsidiaries is recorded in reserves. 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 fair value of the options and RSUs granted by the Company shall be recognized as an expense in the Consolidated 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. |
Critical accounting estimates a
Critical accounting estimates and judgements | 12 Months Ended |
Mar. 31, 2024 | |
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 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 March 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 determination of fair values of consideration paid and net assets acquired is subject to significant estimation. 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 single largest shareholder of the Company after the RTO Transaction, therefore the Company was the acquiror and NCAC was the acquiree. The Company has determined 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 estimated by the closing trading price ($4.79/share) of the Company’s common shares listed on the NASDAQ on January 25, 2024. Convertible instruments The valuation of convertible debt instruments is subject to significant management estimation. 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 determination of the fair value of the instrument used a combined discount cash flow approach and a Monte Carlo simulation. 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. The rebate over the tax claim is subject to inherent uncertainty and could be subject to being denied and clawed back by the Australian Tax office at a future date. The Company expects that a claw back of the rebate is highly unlikely. 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 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 consolidated statements of loss and comprehensive loss. |
Reverse takeover transaction wi
Reverse takeover transaction with NCAC | 12 Months Ended |
Mar. 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). As disclosed in Note 4, 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 closing trading price ($4.79/share) of the NCAC’s common shares listed on the NASDAQ on January 25, 2024. This was initially estimated by the Company as the opening trading price ($3.55/share) of the Company’s common shares listed on the NASDAQ on January 26, 2024. Accordingly, upon consummation of the BCA the Company issued 7,794,659 common shares in exchange for the outstanding ordinary shares held by NCAC stockholders. The calculation of listing expenses is as follows: Listing Expense Consideration paid: Shares issued to NCAC shareholders 7,794,659 Total consideration shares issued 7,794,659 Fair value of the common shares $ 4.79 Deemed consideration amount for the common shares issued $ 37,336,416 Net identifiable liabilities acquired: Cash and cash equivalent $ 203 Accounts payable and accrued liabilities $ (2,136,505) NCAC promissory note (Note 11) $ (1,413,529) Derivative warrant liabilities (Note 10) $ (595,358) Net liabilities acquired $ 4,145,189 Listing expense $ 41,481,605 The listing expense has been included in the consolidated statements of net loss and comprehensive loss. Transaction expenses included in the consolidated statements of net loss and comprehensive loss are others costs of $2,461,025 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 Psyence Group. Some payments to brokers and advisors were in the Company’s shares upon RTO at the closing trading price on January 25, 2024 (Refer Note 12). The change in the estimate of the share price used to determine the fair value of consideration paid resulted in an increase to listing expense by $9,483,945 from the amount previously reported. |
Cash, restricted cash and cash
Cash, restricted cash and cash equivalents | 12 Months Ended |
Mar. 31, 2024 | |
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: March 31, March 31, 2024 2023 Unrestricted cash held with chartered banks 733,188 1,334,280 Restricted cash 29,611 29,556 Total 762,799 1,363,836 ● 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 card facility against which the Company deposited Canadian Dollars $40,000 in a guaranteed investment certificate with the bank. Amounts are presented as restricted cash on the statements of financial position. |
Equipment
Equipment | 12 Months Ended |
Mar. 31, 2024 | |
Equipment | |
Equipment | 7. Equipment Computer equipment Cost At March 31, 2023 — Additions 5,727 At March 31, 2024 5,727 Accumulated Depreciation At March 31, 2023 — Charge for the year (240) At March 31, 2024 (240) Carrying Value At March 31, 2023 — At March 31, 2024 5,487 |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 12 Months Ended |
Mar. 31, 2024 | |
Accounts payable and accrued liabilities | |
Accounts payable and accrued liabilities | 8. Accounts payable and accrued liabilities Accounts payable and accrued liabilities include the following amounts: March 31, March 31, 2024 2023 Trade payables 562,352 1,628,143 Accrued liabilities 125,951 162,557 Provisions 66,899 — Total 755,202 1,790,700 |
Convertible note liability
Convertible note liability | 12 Months Ended |
Mar. 31, 2024 | |
Convertible note liability | |
Convertible note liability | 9. 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 NCAC 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 cash subscription amounts (the “ Convertible Note Financing The First Tranche Notes, for an aggregate of $3,125,000 principal, 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 maturity date of the First Tranche Note is January 25, 2027. 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 no floor thereafter. The Conversion Price is the lowest volume-weighted average price (“ VWAP The Company is obligated to make a Make Whole Payment to Investors within thirty-five thirty If the Company elects to settle the Make Whole Payment in Common Shares, it will transfer to the Holder the number of Common Shares (the "Make Whole Shares") calculated as the difference between (A) the principal amount converted on the Conversion Date divided by the 30 Day VWAP, and (B) the principal amount converted divided by the Conversion Price on the Conversion Date. Alternatively, if the Company chooses to pay in cash, the payment will equal the number of Make Whole Shares multiplied by the 30 Day VWAP. Total proceeds received were $2,500,000. The Company has designated the entire instrument as FVTPL instrument. The fair value of the convertible notes was estimated using a combined discounted cash flow approach and Monte Carlo simulation with the following assumptions as of March 31, 2024. Inputs Share price 1.14 Note principal amount 3,125,000 Prepayment Amount 130 % Discount rate shares 4.43 % Discount rate cash 20.83 % Volatility annual 100 % Volatility daily 6.30 % Risk free annual 4.43 % The fair value was calculated to be $7,657,397 as of March 31, 2024. A fair value loss was recognized of $5,157,397 during the year end March 31, 2024 ($nil, March 31, 2023). |
Derivative warrant liabilities
Derivative warrant liabilities | 12 Months Ended |
Mar. 31, 2024 | |
Derivative warrant liabilities | |
Derivative warrant liabilities | 10. 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 had resulted from NCAC’s initial public offering (the “ NCAC IPO Private Warrants: which had resulted from NCAC’s private placement prior to the NCAC IPO. As at the Closing Date and March 31, 2024, there were 13,070,000 warrants issued outstanding Private 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 March 31, 2024: Warrant Inputs at Warrant Inputs at January 25, 2024 March 31, 2024 Share price 4.79 1.14 Expected dividend yield Nil Nil Exercise price 11.50 11.50 Risk-free interest rate 4.01 % 4.21 % Expected life 5.00 5.00 Expected volatility 17.67 % 59.98 % Expiry date January 25, 2029 January 25, 2029 At March 31, 2024 the fair value of the Public and Private Warrants was $875,000 ($0.07/warrant) (January 25, 2024 - $568,750) and $26,608 ($0.4668/warrant) (January 25, 2024 - $26,608), respectively. A fair value loss of $306,250 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, March 31, 2024 12,500,000 $ 11.50 570,000 $ 11.50 The following warrants were outstanding and exercisable at March 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, March 31, 2024 $ 11.50 13,070,000 13,070,000 |
Promissory Notes
Promissory Notes | 12 Months Ended |
Mar. 31, 2024 | |
Promissory Notes | |
Promissory Notes | 11. Promissory Notes On January 25, 2024, the Company issued an unsecured convertible promissory note to Psyence Group Inc. (the “ PGI Note The fair value of the notes was calculated using a credit adjusted market borrowing rate to determine fair value. Since the PGI Note is from a related party the difference between fair value and the face value of the PGI Note on initial measurement was recognized in other comprehensive loss. Subsequent change in fair value movements is recognized in consolidated statements of net loss and comprehensive loss. On January 25, 2024, NCAC issued an unsecured convertible promissory note, prior to the closing of the RTO, to the NCAC Sponsor (the “ NCAC Replacement Note Existing Notes The fair value of the notes was calculated using a credit adjusted market borrowing rate. |
Share capital
Share capital | 12 Months Ended |
Mar. 31, 2024 | |
Share capital | |
Share capital | 12. 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 March 31, 2024, there were 13,390,659 (March 31, 2023 – nil) issued and outstanding On January 25, 2024, because of the completion of the RTO Transaction, the Company issued 5,000,000 Common Shares to PGI, 7,794,659 to the previous shareholders of NCAC and 596,000 to third party advisors (see Note 5). Payments to advisors of NCAC was settled in the Company’s shares upon RTO at the closing price. Accounts payable of $2,136,340 acquired from NCAC as part of the RTO transaction was settled through the issuance of 446,000 shares at a fair value of $4.79 per share on January 25, 2024. An amount of $1,000,000 owing by the Company for services provided in relation to the RTO transaction was settled through the issuance of 150,000 common shares at a fair value of $4.79. A gain on settlement of $281,500 was included in the consolidated statements of net loss and comprehensive loss relating to this advisor settlement. The prior year equity is the net parent investment which represents the net financings that the Company received from Psyence Group to fund it’s operations through contributions to the clinical trials, cash extended to the Company’s subsidiaries and the net effect of cost allocations from transactions with Psyence Group, all of which did not require repayments. c) Loss per share The calculation of basic and diluted loss per share is based on the loss for the year divided by the weighted average number of shares in circulation during the year. 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 | 12 Months Ended |
Mar. 31, 2024 | |
Other income. | |
Other income | 13. Other income The Company received a research and development rebate of AUD $1,336,622 ($879,344) from the Australian Taxation office. The Company 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. 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. On August 21, 2023 the Company entered into a loan agreement via its Australian subsidiary Psyence Australia (Pty) Ltd (the " Borrower 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 with RH Capital Finance Co., LLC was repaid in full on October 5, 2023 when the Company received the research and development rebate from the Australian Taxation office, which was utilized to settle the loan payable. $29,697 (March 31, 2023 - $nil) in interest expense was incurred during the year ended March 31, 2024, on this loan. The loan and all outstanding interest was repaid. |
Capital management
Capital management | 12 Months Ended |
Mar. 31, 2024 | |
Capital management | |
Capital management | 14. Capital management The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern 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 adjusts it considering 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 financing, issue new debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents on hand. 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. |
Transactions with related parti
Transactions with related parties | 12 Months Ended |
Mar. 31, 2024 | |
Transactions with related parties | |
Transactions with related parties | 15. 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, 2024 and March 31, 2023: Compensation to key management personnel Key management personnel are those people who have 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 March 31, 2024 March 31, 2023 Short term benefits 465,702 593,729 Share based compensation 233,295 174,782 Total 698,997 768,511 Short term benefits consist of consulting fees, director’s fees, payroll and other benefits paid to key management personnel. Share based compensation is options granted to key management personnel. |
Share based compensation
Share based compensation | 12 Months Ended |
Mar. 31, 2024 | |
Share based compensation | |
Share based compensation | 16. Share based compensation During the year ended March 31, 2024, $317,882 (Year ended March 31, 2023 - $221,287) was recognized for options and restricted stock units (“RSU’s”) granted by Psyence Group under professional and consulting fees expenses and general and administrative expenses on the consolidated statements of net loss and comprehensive loss. 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 |
Income tax note
Income tax note | 12 Months Ended |
Mar. 31, 2024 | |
Income tax note | |
Income tax note | 17. Income tax note The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% (2023 – 26.5%) to the effective tax rate is as follows: 2024 2023 Net Income/(Loss) before recovery of income taxes (51,159,048) (3,206,403) Expected income tax (recovery)/expense (13,557,148) (849,679) Difference in foreign tax rates 966 — Listing expense 10,992,625 — Other permanent expenses 2,061,001 — Change in tax benefits not recognized 502,556 849,679 Income tax (recovery)/expense — — 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: Unrecognized deductible temporary differences 2024 2023 Equipment 240 — Other 124,132 22,035 Non-capital losses carried forward-Canada 1,357,347 — Non-capital losses carried forward-Australia 164,861 1,699,257 1,646,580 1,721,292 The Company’s non-capital loss carry forwards will expire as noted in the table below: Year of expiry Canada Australia 2044 1,357,347 — Indefinite — 164,861 Total 1,357,347 164,861 |
Financial instruments and finan
Financial instruments and financial risk management | 12 Months Ended |
Mar. 31, 2024 | |
Financial instruments and financial risk management | |
Financial instruments and financial risk management | 18. 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 875,000 — — 875,000 Convertible notes — — 7,657,397 7,657,397 NCAC Sponsor promissory note — — 1,474,256 1,474,256 PGI promissory note — — 1,316,236 1,316,236 Balance, March 31, 2024 875,000 26,608 10,447,889 11,349,497 The face value of the other financial instruments approximates the fair value due to the short-term maturity nature of the financial instruments. There were no transfers in and out of level 3 during the year. 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 March 31, 2024 and after Carrying Contractual Less than 1 Between 1 Amount Cash Flows year and 3 years Accounts payable & accrued liabilities 714,182 714,182 714,182 — Convertible note liability 7,657,397 3,875,000 250,000 3,625,000 Due to NCAC sponsor 1,615,501 1,615,501 1,615,501 — Due to Psyence Group 1,460,657 1,460,657 1,460,657 — Total contractual obligations 11,447,737 7,665,340 4,040,340 3,625,000 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 March 31, 2024, a 10% fluctuation in foreign exchange rates would result in a $4,139 impact to net loss and comprehensive loss. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
Subsequent Events | 19. Subsequent Events The Company has received additional financing of $1,000,000 related to the Second Tranche of convertible notes: - On May 31, 2024, the Company received proceeds of $250,000 related to the issuance of the Second Tranche Notes. The principal amount of $312,250 was issued under the same terms as the First Tranche Notes, with interest accruing at 8.0% per annum from the issuance date. The Conversion Price remains subject to adjustment as per the terms outlined in the original Securities Purchase Agreement. - On June 17, 2024, an additional $250,000 in proceeds was received by the Company for the issuance of the Second Tranche Notes. The principal amount issued was $312,250, also under the terms consistent with the First Tranche Notes. Interest accrues at 8.0% per annum from the date of issuance, with the Conversion Price subject to the same adjustment mechanisms detailed in the initial agreement. - On July 15, 2024, an additional $500,000 in proceeds was received by the Company for the issuance of the Second Tranche Notes. The principal amount issued was $625,000, also under the terms consistent with the First Tranche Notes. Interest accrues at 8.0% per annum from the date of issuance, with the Conversion Price subject to the same adjustment mechanisms detailed in the initial agreement. These subsequent financings are part of the Convertible Note Financing arrangement entered into in connection with the RTO Transaction. The Company has received two conversion notices related to the First Tranche of convertible notes: - On May 15, 2024, a conversion notice was received for a principal amount of $70,000. This amount converted at a VWAP of $0.5361 per share, resulting in the issuance of 130,572 shares. - On June 20, 2024, a second conversion notice was received for a principal amount of $1,072,200. This converted at a VWAP of $0.5361 per share, leading to the issuance of 2,000,000 shares. Concurrently, the Company issued 86,790 shares on May 15, 2024, and 78,522 shares on June 20, 2024, to cover outstanding interest on the outstanding principal at a VWAP of $0.5361 per share. These conversions and interest issuances are in accordance with the terms outlined in the Securities Purchase Agreement and are related to the Convertible Note Financing arrangement initiated in connection with the RTO Transaction. In July, 2024, the Company completed a warrant exchange agreement with an unaffiliated third-party investor of warrants to purchase the Company’s common shares, no par value per share, which warrants are currently trading on Nasdaq. Pursuant to the Warrant Exchange Agreement, the Company issued to the Holder 660,000 Common Shares in exchange for the surrender and cancellation of 660,000 Public Warrants held by the Holder. On May 16, 2024, the Company issued an additional 178,000 shares to third-party consultants and legal advisors. |
Insider Trading Policies and Pr
Insider Trading Policies and Procedures | 12 Months Ended |
Mar. 31, 2024 | |
Insider Trading Policies and Procedures [Line Items] | |
Insider Trading Policies and Procedures Adopted | true |
Material accounting policies (P
Material accounting policies (Policies) | 12 Months Ended |
Mar. 31, 2024 | |
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 promissory 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 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. The Company records its financial liabilities including derivatives, convertible loans and promissory notes at FVTPL. Derivatives are mandatorily recorded at FVTPL, whereas the Company has elected to record convertible loans and promissory notes at FVTPL. 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). Compound financial instrument and derivative 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 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 are recorded in profit and loss, except where changes in fair value are attributable to changes in own credit risk which is recorded in other comprehensive income. |
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. |
Restricted cash | Restricted cash Restricted cash comprises a collateral agreement with a major chartered bank in Canada with regards to a credit card facility against which the Company deposited in a guaranteed investment certificate with the bank. |
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. |
Change in accounting policy | Change in accounting policy Pursuant to completion of the Business Combination Agreement and NASDAQ listing as explained in Note 1 to the audited consolidated financial statements, on January 25, 2024, the Corporation decided to change the presentation currency of its consolidated financial statements from Canadian Dollars to United States Dollars. The Board of Directors believe that US Dollar financial reporting provides more relevant presentation of the Corporation’s financial position, funding and treasury functions, financial performance and cash flows. A change in presentation currency represents a change in accounting policy in terms of IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors In accordance with IAS 21 – The Effects of Changes in Foreign Exchange Rates The average and closing rates used in translating the historical financial information from CDN$ to US$ for the various periods were as follows: The closing rate used as at March 31, 2024 was $0.738 and as at March 31, 2023 was $0.7389. The average rate used for the year ended March 31, 2024 was $0.7415, for the year ended March 31, 2023 was $0.7559 and for the year ended March 31, 2022 was $0.8003. The change in presentation currency is a voluntary change which is accounted for retrospectively. For comparative reporting purposes, historical financial information has been translated to United States dollars which is disclosed in the tables below: March 31, March 31, 2023 Foreign 2023 Reported CAD Currency Restated USD Change in presentation currency $ Translation $ ASSETS Current assets Cash and cash equivalents 1,805,765 (471,485) 1,334,280 Restricted cash 40,000 (10,444) 29,556 Other receivables 202,150 (52,782) 149,369 Prepaids 104,276 (27,226) 77,050 Total current assets 2,152,192 (561,937) 1,590,255 TOTAL ASSETS 2,152,192 (561,937) 1,590,255 LIABILITIES Current liabilities Accounts payable and accrued liabilities 2,423,467 (632,767) 1,790,700 TOTAL LIABILITIES 2,423,467 (632,767) 1,790,700 EQUITY Net equity (271,275) 70,830 (200,445) NET DEFICIT (271,275) 70,830 (200,445) TOTAL LIABILITIES AND NET DEFICIT 2,152,192 (561,937) 1,590,255 March 31, March 31, 2022 Foreign 2022 Restated Reported CAD Currency USD Change in presentation currency $ Translation $ ASSETS Current assets Cash and cash equivalents 2,191,095 (437,658) 1,753,437 Restricted cash 40,000 (7,990) 32,010 Other receivables 49,372 (9,862) 39,510 Prepaids 6,729 (1,344) 5,385 Total current assets 2,287,196 (456,854) 1,830,342 TOTAL ASSETS 2,287,196 (456,854) 1,830,342 LIABILITIES Current liabilities Accounts payable and accrued liabilities 164,500 (32,858) 131,642 TOTAL LIABILITIES 164,500 (32,858) 131,642 EQUITY Net equity 2,122,696 (423,996) 1,698,700 NET DEFICIT 2,122,696 (423,996) 1,698,700 TOTAL LIABILITIES AND NET DEFICIT 2,287,196 (456,854) 1,830,342 March 31, March 31, 2023 Foreign 2023 Reported CAD Currency Restated USD Change in presentation currency $ Translation $ Expenses Sales and marketing 9,292 (2,263) 7,029 Research and development 2,126,762 (517,867) 1,608,895 General and administrative 484,382 (117,947) 366,435 Professional and consulting fees 1,655,663 (403,153) 1,252,510 Loss before other items (4,276,099) (1,041,230) (3,234,869) Other items Interest income 2,054 (500) 1,554 Foreign exchange gain 35,574 (8,662) 26,912 NET LOSS (4,238,471) (1,050,392) (3,206,403) March 31, March 31, 2023 Foreign 2023 Reported CAD Currency Restated USD Change in presentation currency $ Translation $ Net loss (4,238,471) 1,032,068 (3,206,403) Non-cash adjustment: Share based compensation 292,756 (71,469) 221,287 Foreign exchange — (84,499) (84,499) Changes in working capital: Other receivables (152,778) 42,920 (109,858) Prepaids (97,547) 25,882 (71,665) Accounts payable and accrued liabilities 2,258,967 (599,909) 1,659,058 Cash used in operating activities (1,937,073) 344,993 (1,592,080) Proceeds received from Psyence Group Inc 1,551,744 (378,821) 1,172,923 Cash provided from financing activities 1,551,744 (378,821) 1,172,923 Change in cash and cash equivalents (385,329) (33,828) (419,157) Cash and cash equivalents, start of year 2,191,095 (437,658) 1,753,437 Cash and cash equivalents, end of year 1,805,765 (471,486) 1,334,280 |
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. |
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. |
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 AUD $. 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. The differences from translating subsidiaries is recorded in reserves. |
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 fair value of the options and RSUs granted by the Company shall be recognized as an expense in the Consolidated 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 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) | 12 Months Ended |
Mar. 31, 2024 | |
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 |
Material accounting policies (T
Material accounting policies (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Material accounting policies | |
Summary of change in accounting policy | March 31, March 31, 2023 Foreign 2023 Reported CAD Currency Restated USD Change in presentation currency $ Translation $ ASSETS Current assets Cash and cash equivalents 1,805,765 (471,485) 1,334,280 Restricted cash 40,000 (10,444) 29,556 Other receivables 202,150 (52,782) 149,369 Prepaids 104,276 (27,226) 77,050 Total current assets 2,152,192 (561,937) 1,590,255 TOTAL ASSETS 2,152,192 (561,937) 1,590,255 LIABILITIES Current liabilities Accounts payable and accrued liabilities 2,423,467 (632,767) 1,790,700 TOTAL LIABILITIES 2,423,467 (632,767) 1,790,700 EQUITY Net equity (271,275) 70,830 (200,445) NET DEFICIT (271,275) 70,830 (200,445) TOTAL LIABILITIES AND NET DEFICIT 2,152,192 (561,937) 1,590,255 March 31, March 31, 2022 Foreign 2022 Restated Reported CAD Currency USD Change in presentation currency $ Translation $ ASSETS Current assets Cash and cash equivalents 2,191,095 (437,658) 1,753,437 Restricted cash 40,000 (7,990) 32,010 Other receivables 49,372 (9,862) 39,510 Prepaids 6,729 (1,344) 5,385 Total current assets 2,287,196 (456,854) 1,830,342 TOTAL ASSETS 2,287,196 (456,854) 1,830,342 LIABILITIES Current liabilities Accounts payable and accrued liabilities 164,500 (32,858) 131,642 TOTAL LIABILITIES 164,500 (32,858) 131,642 EQUITY Net equity 2,122,696 (423,996) 1,698,700 NET DEFICIT 2,122,696 (423,996) 1,698,700 TOTAL LIABILITIES AND NET DEFICIT 2,287,196 (456,854) 1,830,342 March 31, March 31, 2023 Foreign 2023 Reported CAD Currency Restated USD Change in presentation currency $ Translation $ Expenses Sales and marketing 9,292 (2,263) 7,029 Research and development 2,126,762 (517,867) 1,608,895 General and administrative 484,382 (117,947) 366,435 Professional and consulting fees 1,655,663 (403,153) 1,252,510 Loss before other items (4,276,099) (1,041,230) (3,234,869) Other items Interest income 2,054 (500) 1,554 Foreign exchange gain 35,574 (8,662) 26,912 NET LOSS (4,238,471) (1,050,392) (3,206,403) March 31, March 31, 2023 Foreign 2023 Reported CAD Currency Restated USD Change in presentation currency $ Translation $ Net loss (4,238,471) 1,032,068 (3,206,403) Non-cash adjustment: Share based compensation 292,756 (71,469) 221,287 Foreign exchange — (84,499) (84,499) Changes in working capital: Other receivables (152,778) 42,920 (109,858) Prepaids (97,547) 25,882 (71,665) Accounts payable and accrued liabilities 2,258,967 (599,909) 1,659,058 Cash used in operating activities (1,937,073) 344,993 (1,592,080) Proceeds received from Psyence Group Inc 1,551,744 (378,821) 1,172,923 Cash provided from financing activities 1,551,744 (378,821) 1,172,923 Change in cash and cash equivalents (385,329) (33,828) (419,157) Cash and cash equivalents, start of year 2,191,095 (437,658) 1,753,437 Cash and cash equivalents, end of year 1,805,765 (471,486) 1,334,280 |
Reverse takeover transaction _2
Reverse takeover transaction with NCAC (Tables) | 12 Months Ended |
Mar. 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 Total consideration shares issued 7,794,659 Fair value of the common shares $ 4.79 Deemed consideration amount for the common shares issued $ 37,336,416 Net identifiable liabilities acquired: Cash and cash equivalent $ 203 Accounts payable and accrued liabilities $ (2,136,505) NCAC promissory note (Note 11) $ (1,413,529) Derivative warrant liabilities (Note 10) $ (595,358) Net liabilities acquired $ 4,145,189 Listing expense $ 41,481,605 |
Cash, restricted cash and cas_2
Cash, restricted cash and cash equivalents (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Cash, restricted cash and cash equivalents | |
Summary of cash and cash equivalents | March 31, March 31, 2024 2023 Unrestricted cash held with chartered banks 733,188 1,334,280 Restricted cash 29,611 29,556 Total 762,799 1,363,836 |
Equipment (Tables)
Equipment (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Equipment | |
Schedule of information about equipment | Computer equipment Cost At March 31, 2023 — Additions 5,727 At March 31, 2024 5,727 Accumulated Depreciation At March 31, 2023 — Charge for the year (240) At March 31, 2024 (240) Carrying Value At March 31, 2023 — At March 31, 2024 5,487 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Accounts payable and accrued liabilities | |
Summary of accounts payable and accrued liabilities | March 31, March 31, 2024 2023 Trade payables 562,352 1,628,143 Accrued liabilities 125,951 162,557 Provisions 66,899 — Total 755,202 1,790,700 |
Convertible note liability (Tab
Convertible note liability (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Disclosure of detailed information about borrowings [line items] | |
Schedule of fair value of convertible notes combined discounted cash flow | Warrant Inputs at Warrant Inputs at January 25, 2024 March 31, 2024 Share price 4.79 1.14 Expected dividend yield Nil Nil Exercise price 11.50 11.50 Risk-free interest rate 4.01 % 4.21 % Expected life 5.00 5.00 Expected volatility 17.67 % 59.98 % Expiry date January 25, 2029 January 25, 2029 |
Convertible note liability | |
Disclosure of detailed information about borrowings [line items] | |
Schedule of fair value of convertible notes combined discounted cash flow | Inputs Share price 1.14 Note principal amount 3,125,000 Prepayment Amount 130 % Discount rate shares 4.43 % Discount rate cash 20.83 % Volatility annual 100 % Volatility daily 6.30 % Risk free annual 4.43 % |
Derivative warrant liabilities
Derivative warrant liabilities (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Derivative warrant liabilities | |
Schedule of quantitative information regarding Level 2 fair value measurements of warrants | Warrant Inputs at Warrant Inputs at January 25, 2024 March 31, 2024 Share price 4.79 1.14 Expected dividend yield Nil Nil Exercise price 11.50 11.50 Risk-free interest rate 4.01 % 4.21 % Expected life 5.00 5.00 Expected volatility 17.67 % 59.98 % Expiry date January 25, 2029 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, March 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, March 31, 2024 $ 11.50 13,070,000 13,070,000 |
Transactions with related par_2
Transactions with related parties (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Transactions with related parties | |
Summary of compensation to key management personnel | Key Management Personnel March 31, 2024 March 31, 2023 Short term benefits 465,702 593,729 Share based compensation 233,295 174,782 Total 698,997 768,511 |
Income tax note (Tables)
Income tax note (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Income tax note | |
Summary of reconciliation of the combined Canadian federal and provincial statutory income tax rate to the effective tax rate | 2024 2023 Net Income/(Loss) before recovery of income taxes (51,159,048) (3,206,403) Expected income tax (recovery)/expense (13,557,148) (849,679) Difference in foreign tax rates 966 — Listing expense 10,992,625 — Other permanent expenses 2,061,001 — Change in tax benefits not recognized 502,556 849,679 Income tax (recovery)/expense — — |
Summary of unrecognized deferred tax asset | Unrecognized deductible temporary differences 2024 2023 Equipment 240 — Other 124,132 22,035 Non-capital losses carried forward-Canada 1,357,347 — Non-capital losses carried forward-Australia 164,861 1,699,257 1,646,580 1,721,292 |
Summary of non-capital loss carry forwards | Year of expiry Canada Australia 2044 1,357,347 — Indefinite — 164,861 Total 1,357,347 164,861 |
Financial instruments and fin_2
Financial instruments and financial risk management (Tables) | 12 Months Ended |
Mar. 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 875,000 — — 875,000 Convertible notes — — 7,657,397 7,657,397 NCAC Sponsor promissory note — — 1,474,256 1,474,256 PGI promissory note — — 1,316,236 1,316,236 Balance, March 31, 2024 875,000 26,608 10,447,889 11,349,497 |
Schedule of maturities of contractual obligations | Carrying Contractual Less than 1 Between 1 Amount Cash Flows year and 3 years Accounts payable & accrued liabilities 714,182 714,182 714,182 — Convertible note liability 7,657,397 3,875,000 250,000 3,625,000 Due to NCAC sponsor 1,615,501 1,615,501 1,615,501 — Due to Psyence Group 1,460,657 1,460,657 1,460,657 — Total contractual obligations 11,447,737 7,665,340 4,040,340 3,625,000 |
Nature of operations and goin_2
Nature of operations and going concern (Details) | 12 Months Ended | |||||
Jan. 25, 2024 USD ($) shares | Jan. 15, 2024 USD ($) item | Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) | Mar. 31, 2024 CAD ($) | Jan. 23, 2024 USD ($) | |
Nature of operations and going concern | ||||||
Shares issued to NCAC shareholders | shares | 150,000 | |||||
Comprehensive loss | $ (50,963,351) | $ (3,296,231) | ||||
Psyence Group Inc | ||||||
Nature of operations and going concern | ||||||
Shares issued to NCAC shareholders | shares | 5,000,000 | 5,000,000 | ||||
Convertible note liability | ||||||
Nature of operations and going concern | ||||||
Aggregate principal amount | $ 3,125,000 | |||||
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 | $ 2,500,000 | |||
Business combination agreement | ||||||
Nature of operations and going concern | ||||||
Number of shares to acquire | shares | 1 | |||||
Amount for minimum cash condition | $ 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 | Range | ||||||
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) | 12 Months Ended |
Mar. 31, 2024 | |
Psyence Australia Pty Ltd. | |
Investment in subsidiaries | |
% ownership | 100% |
Pysence Biomed II Corp. | |
Investment in subsidiaries | |
% ownership | 100% |
Newcourt Acquistion Corp. | |
Investment in subsidiaries | |
% ownership | 100% |
Material accounting policies -
Material accounting policies - historical financial information has been translated to United States dollars (Details) | 12 Months Ended | |||||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 CAD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 CAD ($) | Mar. 31, 2022 USD ($) | |
Current assets | ||||||
Cash and cash equivalents | $ 733,188 | $ 1,334,280 | $ 1,334,280 | $ 1,753,437 | ||
Restricted cash | 29,611 | 29,556 | 29,556 | 32,010 | ||
Other receivables | 41,747 | 149,369 | 149,369 | 39,510 | ||
Prepaids | 322,126 | 77,050 | 77,050 | 5,385 | ||
Total current assets | 1,126,672 | 1,590,255 | 1,590,255 | 1,830,342 | ||
TOTAL ASSETS | 1,132,159 | 1,590,255 | 1,590,255 | 1,830,342 | ||
Current liabilities | ||||||
Accounts payable and accrued liabilities | 755,202 | 1,790,700 | 1,790,700 | 131,642 | ||
TOTAL LIABILITIES | 12,104,699 | 1,790,700 | 1,790,700 | 131,642 | ||
EQUITY | ||||||
Net equity | (200,445) | 1,698,700 | ||||
NET DEFICIT | (10,972,540) | (200,445) | (200,445) | 1,698,700 | ||
TOTAL LIABILITIES AND NET DEFICIT | 1,132,159 | 1,590,255 | $ 1,590,255 | $ 1,830,342 | ||
Expenses | ||||||
Sales and marketing | 80,603 | $ 7,029 | ||||
Research and development | 954,593 | 1,608,895 | ||||
General and administrative | 557,904 | 366,435 | ||||
Professional and consulting fees | 1,158,484 | 1,252,510 | ||||
Loss before other items | (2,751,584) | (3,234,869) | ||||
Other items | ||||||
Interest income | (2,134) | |||||
Foreign exchange gain | 2,695 | |||||
NET LOSS | (51,159,048) | (3,206,403) | ||||
Non-cash adjustment: | ||||||
Share based compensation | 317,882 | 221,287 | ||||
Foreign exchange | 3,658 | (84,499) | ||||
Changes in working capital: | ||||||
Other receivables | 107,622 | (109,858) | ||||
Prepaids | (245,075) | (71,665) | ||||
Accounts payable and accrued liabilities | (1,035,498) | 1,659,058 | ||||
Cash used in operating activities | (2,945,367) | (1,592,080) | ||||
Proceeds received from Psyence Group Inc | 1,172,923 | |||||
Cash provided from financing activities | 2,350,000 | 1,172,923 | ||||
Change in cash and cash equivalents | (601,092) | (419,157) | ||||
Cash and cash equivalents, beginning of year | 1,334,280 | 1,753,437 | ||||
Cash and cash equivalents, end of year | $ 733,188 | 1,334,280 | $ 1,334,280 | |||
Reported | ||||||
Current assets | ||||||
Cash and cash equivalents | 1,805,765 | $ 2,191,095 | ||||
Restricted cash | 40,000 | 40,000 | ||||
Other receivables | 202,150 | 49,372 | ||||
Prepaids | 104,276 | 6,729 | ||||
Total current assets | 2,152,192 | 2,287,196 | ||||
TOTAL ASSETS | 2,152,192 | 2,287,196 | ||||
Current liabilities | ||||||
Accounts payable and accrued liabilities | 2,423,467 | 164,500 | ||||
TOTAL LIABILITIES | 2,423,467 | 164,500 | ||||
EQUITY | ||||||
Net equity | (271,275) | 2,122,696 | ||||
NET DEFICIT | (271,275) | 2,122,696 | ||||
TOTAL LIABILITIES AND NET DEFICIT | 2,152,192 | 2,287,196 | ||||
Expenses | ||||||
Sales and marketing | 9,292 | |||||
Research and development | 2,126,762 | |||||
General and administrative | 484,382 | |||||
Professional and consulting fees | 1,655,663 | |||||
Loss before other items | (4,276,099) | |||||
Other items | ||||||
Interest income | 2,054 | |||||
Foreign exchange gain | 35,574 | |||||
NET LOSS | (4,238,471) | |||||
Non-cash adjustment: | ||||||
Share based compensation | 292,756 | |||||
Changes in working capital: | ||||||
Other receivables | (152,778) | |||||
Prepaids | (97,547) | |||||
Accounts payable and accrued liabilities | 2,258,967 | |||||
Cash used in operating activities | (1,937,073) | |||||
Proceeds received from Psyence Group Inc | 1,551,744 | |||||
Cash provided from financing activities | 1,551,744 | |||||
Change in cash and cash equivalents | (385,329) | |||||
Cash and cash equivalents, beginning of year | 2,191,095 | |||||
Cash and cash equivalents, end of year | 1,805,765 | |||||
Foreign Currency Translation | ||||||
Current assets | ||||||
Cash and cash equivalents | (471,485) | (437,658) | ||||
Restricted cash | (10,444) | (7,990) | ||||
Other receivables | (52,782) | (9,862) | ||||
Prepaids | (27,226) | (1,344) | ||||
Total current assets | (561,937) | (456,854) | ||||
TOTAL ASSETS | (561,937) | (456,854) | ||||
Current liabilities | ||||||
Accounts payable and accrued liabilities | (632,767) | (32,858) | ||||
TOTAL LIABILITIES | (632,767) | (32,858) | ||||
EQUITY | ||||||
Net equity | 70,830 | (423,996) | ||||
NET DEFICIT | 70,830 | (423,996) | ||||
TOTAL LIABILITIES AND NET DEFICIT | (561,937) | $ (456,854) | ||||
Expenses | ||||||
Sales and marketing | (2,263) | |||||
Research and development | (517,867) | |||||
General and administrative | (117,947) | |||||
Professional and consulting fees | (403,153) | |||||
Loss before other items | (1,041,230) | |||||
Other items | ||||||
Interest income | (500) | |||||
Foreign exchange gain | (8,662) | |||||
NET LOSS | (1,050,392) | |||||
Non-cash adjustment: | ||||||
Share based compensation | (71,469) | |||||
Foreign exchange | (84,499) | |||||
Changes in working capital: | ||||||
Other receivables | 42,920 | |||||
Prepaids | 25,882 | |||||
Accounts payable and accrued liabilities | (599,909) | |||||
Cash used in operating activities | 344,993 | |||||
Proceeds received from Psyence Group Inc | (378,821) | |||||
Cash provided from financing activities | (378,821) | |||||
Change in cash and cash equivalents | (33,828) | |||||
Cash and cash equivalents, beginning of year | (437,658) | |||||
Cash and cash equivalents, end of year | $ (471,485) |
Material accounting policies _2
Material accounting policies - Additional information (Details) | 12 Months Ended | ||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Material accounting policies | |||
Closing rate | 0.738 | 0.7389 | |
Average rate | 0.7415 | 0.7559 | 0.8003 |
Critical accounting estimates_2
Critical accounting estimates and judgements (Details) | Jan. 25, 2024 $ / shares |
Critical accounting estimates and judgements | |
Closing trading price | $ 4.79 |
Reverse takeover transaction _3
Reverse takeover transaction with NCAC (Details) - $ / shares | 12 Months Ended | ||
Mar. 31, 2024 | Jan. 26, 2024 | Jan. 25, 2024 | |
Reverse takeover transaction with NCAC | |||
Closing trading price | $ 4.79 | ||
NCAC | |||
Reverse takeover transaction with NCAC | |||
Closing trading price | $ 4.79 | $ 3.55 | $ 4.79 |
Consideration shares issued to NCAC shareholders | 7,794,659 |
Reverse takeover transaction _4
Reverse takeover transaction with NCAC - listing expenses (Details) | 12 Months Ended | |||||
Mar. 31, 2024 USD ($) $ / shares shares | Jan. 26, 2024 $ / shares | Jan. 25, 2024 $ / shares | Mar. 31, 2023 CAD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Consideration paid: | ||||||
Shares issued to NCAC shareholders | shares | 150,000 | |||||
Fair value of the common shares | $ / shares | $ 4.79 | |||||
Net identifiable liabilities acquired: | ||||||
Cash and cash equivalents | $ 733,188 | $ 1,334,280 | $ 1,334,280 | $ 1,753,437 | ||
Accounts payable and accrued liabilities | (755,202) | $ (1,790,700) | $ (1,790,700) | $ (131,642) | ||
Derivative warrant liabilities (Note 10) | (901,608) | |||||
Listing Expense | $ 41,481,605 | |||||
NCAC | ||||||
Consideration paid: | ||||||
Shares issued to NCAC shareholders | shares | 7,794,659 | |||||
Total consideration shares issued | shares | 7,794,659 | |||||
Fair value of the common shares | $ / shares | $ 4.79 | $ 3.55 | $ 4.79 | |||
Deemed consideration amount for the common shares issued | $ 37,336,416 | |||||
Net identifiable liabilities acquired: | ||||||
Cash and cash equivalents | 203 | |||||
Accounts payable and accrued liabilities | (2,136,505) | |||||
NCAC promissory note (Note 11) | (1,413,529) | |||||
Derivative warrant liabilities (Note 10) | (595,358) | |||||
Net liabilities acquired | 4,145,189 | |||||
Listing Expense | $ 41,481,605 |
Reverse takeover transaction _5
Reverse takeover transaction with NCAC - Additional information (Details) | 12 Months Ended |
Mar. 31, 2024 USD ($) | |
Reverse takeover transaction with NCAC | |
Transaction expenses included other costs | $ 2,461,025 |
Increase in listing expense from change in estimate of share price | $ 9,483,945 |
Cash, restricted cash and cas_3
Cash, restricted cash and cash equivalents (Details) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 CAD ($) | Mar. 31, 2022 USD ($) |
Cash, restricted cash and cash equivalents | ||||
Unrestricted cash held with chartered banks | $ 733,188 | $ 1,334,280 | ||
Restricted Cash | 29,611 | 29,556 | $ 29,556 | $ 32,010 |
Total | $ 762,799 | $ 1,363,836 |
Equipment (Details)
Equipment (Details) | 12 Months Ended |
Mar. 31, 2024 USD ($) | |
Equipment | |
Ending balance | $ 5,487 |
Computer equipment | |
Equipment | |
Ending balance | 5,487 |
Computer equipment | Cost | |
Equipment | |
Additions | 5,727 |
Ending balance | 5,727 |
Computer equipment | Accumulated Depreciation | |
Equipment | |
Charge for the year | (240) |
Ending balance | $ (240) |
Accounts payable and accrued _3
Accounts payable and accrued liabilities (Details) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 CAD ($) | Mar. 31, 2022 USD ($) |
Accounts payable and accrued liabilities | ||||
Trade payables | $ 562,352 | $ 1,628,143 | ||
Accrued liabilities | 125,951 | 162,557 | ||
Provisions | 66,899 | |||
Total | $ 755,202 | $ 1,790,700 | $ 1,790,700 | $ 131,642 |
Convertible note liability (Det
Convertible note liability (Details) | 12 Months Ended | ||||
Jan. 25, 2024 USD ($) $ / shares | Jan. 15, 2024 USD ($) item | Mar. 31, 2024 USD ($) | Mar. 31, 2024 CAD ($) | Jan. 25, 2023 $ / shares | |
Convertible note liability | |||||
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 | |||||
Convertible note liability | |||||
Aggregate principal amount | $ 3,125,000 | ||||
Threshold period for volume-weighted average price | 30 days | 30 days | |||
Convertible note liability | Investors | |||||
Convertible note liability | |||||
Threshold period for payment of price difference between VWAP and conversion price in cash or in shares | 35 days | ||||
Convertible note liability | Maximum | |||||
Convertible note liability | |||||
Senior secured convertible notes | item | 4 | ||||
Convertible note liability | Maximum | Investors | |||||
Convertible note liability | |||||
Aggregate principal amount | $ 12,500,000 | ||||
Subscription amount | 10,000,000 | ||||
First Tranche Note | |||||
Convertible note liability | |||||
Interest rate | 8% | ||||
Initial Conversion Price | $ / shares | $ 10 | ||||
First Tranche Note | Until the First Reset Date | |||||
Convertible note liability | |||||
Conversion floor price | $ / shares | 1 | ||||
First Tranche Note | On the Second Reset Date | |||||
Convertible note liability | |||||
Conversion floor price | $ / shares | $ 0.50 | ||||
First Tranche Note | Investors | |||||
Convertible note liability | |||||
Notional amount | $ 3,125,000 | 3,125,000 | |||
Proceeds received from convertible note | $ 2,500,000 | $ 2,500,000 | $ 2,500,000 | ||
Conversion floor price | $ / shares | $ 0 |
Convertible note liability -fai
Convertible note liability -fair value of the convertible notes combined discounted cash flow approach (Details) | 12 Months Ended | ||
Mar. 31, 2024 USD ($) $ / shares | Mar. 31, 2023 USD ($) | Mar. 31, 2024 CAD ($) $ / shares | |
Disclosure of detailed information about borrowings [line items] | |||
Financial instruments at fair value | $ 11,349,497 | ||
Fair value loss on convertible note | 5,157,397 | ||
Convertible note liability | |||
Disclosure of detailed information about borrowings [line items] | |||
Note principal amount | $ 3,125,000 | ||
Financial instruments at fair value | 7,657,397 | ||
Fair value loss on convertible note | $ (5,157,397) | $ 0 | |
Convertible note liability | Share price | |||
Disclosure of detailed information about borrowings [line items] | |||
Convertible note, Measurement input | $ / shares | 1.14 | 1.14 | |
Convertible note liability | Prepayment Amount | |||
Disclosure of detailed information about borrowings [line items] | |||
Convertible note, Measurement input | 130 | 130 | |
Convertible note liability | Discount rate shares | |||
Disclosure of detailed information about borrowings [line items] | |||
Convertible note, Measurement input | 4.43 | 4.43 | |
Convertible note liability | Discount rate cash | |||
Disclosure of detailed information about borrowings [line items] | |||
Convertible note, Measurement input | 20.83 | 20.83 | |
Convertible note liability | Volatility annual | |||
Disclosure of detailed information about borrowings [line items] | |||
Convertible note, Measurement input | 100 | 100 | |
Convertible note liability | Volatility daily | |||
Disclosure of detailed information about borrowings [line items] | |||
Convertible note, Measurement input | 6.30 | 6.30 | |
Convertible note liability | Risk free annual | |||
Disclosure of detailed information about borrowings [line items] | |||
Convertible note, Measurement input | 4.43 | 4.43 |
Derivative warrant liabilitie_2
Derivative warrant liabilities (Details) | 12 Months Ended |
Mar. 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) | 12 Months Ended | |
Mar. 31, 2024 USD ($) $ / shares item Y | Jan. 25, 2024 USD ($) $ / shares Y item | |
Quantitative information regarding Level 2 fair value measurements | ||
Financial instruments at fair value | $ 11,349,497 | |
Fair value loss | 306,250 | |
Public warrants | ||
Quantitative information regarding Level 2 fair value measurements | ||
Financial instruments at fair value | $ 875,000 | $ 568,750 |
Fair value per warrant | $ / shares | $ 0.07 | |
Private warrants | ||
Quantitative information regarding Level 2 fair value measurements | ||
Financial instruments at fair value | $ 26,608 | $ 26,608 |
Fair value per warrant | $ / shares | $ 0.4668 | |
Level 2 | ||
Quantitative information regarding Level 2 fair value measurements | ||
Financial instruments at fair value | $ 26,608 | |
Share price | Level 2 | ||
Quantitative information regarding Level 2 fair value measurements | ||
Warrants, Measurement input | $ / shares | 1.14 | 4.79 |
Expected dividend yield | Level 2 | ||
Quantitative information regarding Level 2 fair value measurements | ||
Warrants, Measurement input | item | 0 | 0 |
Exercise price | Level 2 | ||
Quantitative information regarding Level 2 fair value measurements | ||
Warrants, Measurement input | $ / shares | 11.50 | 11.50 |
Risk-free interest rate | Level 2 | ||
Quantitative information regarding Level 2 fair value measurements | ||
Warrants, Measurement input | 4.21 | 4.01 |
Expected life | Level 2 | ||
Quantitative information regarding Level 2 fair value measurements | ||
Warrants, Measurement input | Y | 5 | 5 |
Expected volatility | Level 2 | ||
Quantitative information regarding Level 2 fair value measurements | ||
Warrants, Measurement input | 59.98 | 17.67 |
Derivative warrant liabilitie_4
Derivative warrant liabilities - Warrant transactions (Details) | 12 Months Ended |
Mar. 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) | Mar. 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 ($) | 12 Months Ended | |
Jan. 25, 2024 | Mar. 31, 2024 | |
Promissory Notes | ||
Fair value | $ 11,349,497 | |
Fair value loss on promissory notes | 108,288 | |
Psyence Group Inc | ||
Promissory Notes | ||
Promissory notes payable | 1,316,236 | |
NCAC Sponsor | ||
Promissory Notes | ||
Promissory notes payable | 1,474,256 | |
Fair value | 1,474,256 | |
Unsecured convertible promissory note | Psyence Group Inc | ||
Promissory Notes | ||
Principal amount of debt issued | $ 1,610,657 | |
Interest rate | 0% | |
Notes paid | $ 150,000 | |
Fair value | 1,418,675 | 1,316,236 |
Fair value loss on promissory notes | 47,561 | |
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 | ||
Promissory Notes | ||
Promissory notes payable | 1,460,657 | |
Unsecured convertible promissory note | NCAC Sponsor | ||
Promissory Notes | ||
Principal amount of debt issued | $ 1,615,501 | |
Interest rate | 0% | |
Notes paid | $ 100,000 | |
Promissory notes payable | 100,000 | |
Fair value | 1,413,529 | $ 1,474,255 |
Fair value loss on promissory notes | 60,727 | |
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 | ||
Promissory Notes | ||
Promissory notes payable | $ 1,515,501 |
Share capital (Details)
Share capital (Details) - USD ($) | 12 Months Ended | ||
Jan. 25, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Share capital | |||
Number of shares issued | 13,390,659 | 0 | |
Number of shares outstanding | 13,390,659 | 0 | |
Issuance of shares, reverse takeover transaction (in shares) | 150,000 | ||
share price | $ 4.79 | ||
Services rendered | $ 1,000,000 | ||
Psyence Group Inc | |||
Share capital | |||
Issuance of shares, reverse takeover transaction (in shares) | 5,000,000 | 5,000,000 | |
NCAC | |||
Share capital | |||
Issuance of shares, reverse takeover transaction (in shares) | 446,000 | ||
Consideration shares issued to NCAC shareholders | 7,794,659 | ||
Accounts payable | $ 2,136,340 | ||
share price | $ 4.79 | ||
Third party advisors | |||
Share capital | |||
Consideration shares issued to NCAC shareholders | 596,000 |
Other income (Details)
Other income (Details) - Loan From RH Capital Finance Co., LLC | 12 Months Ended | ||||
Oct. 05, 2023 USD ($) | Oct. 05, 2023 AUD ($) | Aug. 21, 2023 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Other income | |||||
Rebate amount of research and development expenses received | $ 879,344 | $ 1,336,622 | |||
Interest expense | $ 29,697 | $ 0 | |||
Notional amount | $ 1,100,000 | ||||
Maximum percentage of rebate on eligible research and development expenses | 43.50% | 43.50% | 43.50% | ||
Interest rate | 16% | ||||
Minimum interest chargeable period | 91 days | ||||
Repayment period after notice of assessment | 21 days |
Transactions with related par_3
Transactions with related parties - Key Management Personnel (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Transactions with related parties | ||
Short term benefits | $ 465,702 | $ 593,729 |
Share based compensation | 233,295 | 174,782 |
Total | $ 698,997 | $ 768,511 |
Share based compensation (Detai
Share based compensation (Details) | 12 Months Ended | |
Mar. 31, 2024 USD ($) shares Options | Mar. 31, 2023 USD ($) | |
Share based compensation | ||
Value of options and restricted stock units granted | $ | $ 317,882 | $ 221,287 |
Number of options granted | Options | 0 | |
Number of RSUs granted | shares | 0 |
Income tax note (Details)
Income tax note (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Reconciliation of the statutory income tax rate to the effective tax rate | ||
Net Income/(Loss) before recovery of income taxes | $ (51,159,048) | $ (3,206,403) |
Expected income tax (recovery)/expense | (13,557,148) | (849,679) |
Difference in foreign tax rates | 966 | |
Listing expense | 10,992,625 | |
Other permanent expenses | 2,061,001 | |
Change in tax benefits not recognized | $ 502,556 | $ 849,679 |
Canada | ||
Income tax note | ||
Percentage of statutory income tax rate | 26.50% | 26.50% |
Income tax note - Unrecognized
Income tax note - Unrecognized deductible temporary differences (Details) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Income tax note | ||
Unrecognized deferred tax asset | $ 1,646,580 | $ 1,721,292 |
Equipment | ||
Income tax note | ||
Unrecognized deferred tax asset | 240 | |
Other | ||
Income tax note | ||
Unrecognized deferred tax asset | 124,132 | 22,035 |
Canada | Non-capital losses carried forward | ||
Income tax note | ||
Unrecognized deferred tax asset | 1,357,347 | |
Australia | Non-capital losses carried forward | ||
Income tax note | ||
Unrecognized deferred tax asset | $ 164,861 | $ 1,699,257 |
Income tax note - Non-capital l
Income tax note - Non-capital loss carry forwards (Details) | Mar. 31, 2024 CAD ($) |
Australia | |
Income tax note | |
Non-capital loss carry forwards | $ 164,861 |
Australia | Indefinite | |
Income tax note | |
Non-capital loss carry forwards | 164,861 |
Canada | |
Income tax note | |
Non-capital loss carry forwards | 1,357,347 |
Canada | 2044 | |
Income tax note | |
Non-capital loss carry forwards | $ 1,357,347 |
Financial instruments and fin_3
Financial instruments and financial risk management - Carrying Value of the Financial Instruments (Details) | Mar. 31, 2024 USD ($) |
Financial instruments and financial risk management | |
Financial instruments at fair value | $ 11,349,497 |
NCAC Sponsor | |
Financial instruments and financial risk management | |
Financial instruments at fair value | 1,474,256 |
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 | 875,000 |
Convertible note liability | |
Financial instruments and financial risk management | |
Financial instruments at fair value | 7,657,397 |
Promissory Note | |
Financial instruments and financial risk management | |
Financial instruments at fair value | 1,316,236 |
Level 1 | |
Financial instruments and financial risk management | |
Financial instruments at fair value | 875,000 |
Level 1 | Derivative warrant liabilities | Public Warrants [Member] | |
Financial instruments and financial risk management | |
Financial instruments at fair value | 875,000 |
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 | 10,447,889 |
Level 3 | NCAC Sponsor | |
Financial instruments and financial risk management | |
Financial instruments at fair value | 1,474,256 |
Level 3 | Convertible note liability | |
Financial instruments and financial risk management | |
Financial instruments at fair value | 7,657,397 |
Level 3 | Promissory Note | |
Financial instruments and financial risk management | |
Financial instruments at fair value | $ 1,316,236 |
Financial instruments and fin_4
Financial instruments and financial risk management - Maturity of the Contractual Obligations (Details) | Mar. 31, 2024 USD ($) |
Financial instruments and financial risk management | |
Carrying Amount | $ 11,447,737 |
Contractual Cash Flows | 7,665,340 |
Accounts payable and accrued liabilities | |
Financial instruments and financial risk management | |
Carrying Amount | 714,182 |
Contractual Cash Flows | 714,182 |
Convertible note liability | |
Financial instruments and financial risk management | |
Carrying Amount | 7,657,397 |
Contractual Cash Flows | 3,875,000 |
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 | 4,040,340 |
Less than 1 year | Accounts payable and accrued liabilities | |
Financial instruments and financial risk management | |
Contractual Cash Flows | 714,182 |
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 | 3,625,000 |
Between 1 and 3 year | Convertible note liability | |
Financial instruments and financial risk management | |
Contractual Cash Flows | $ 3,625,000 |
Financial instruments and fin_5
Financial instruments and financial risk management (Details) | 12 Months Ended |
Mar. 31, 2024 USD ($) | |
Financial instruments and financial risk management | |
Fluctuation in foreign exchange rates (as a percent) | 10% |
Impact to profit or loss from fluctuation in foreign exchange rates | $ 4,139 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 12 Months Ended | |||||||
Jul. 15, 2024 USD ($) | Jun. 20, 2024 USD ($) $ / shares shares | Jun. 17, 2024 USD ($) | Jun. 16, 2024 shares | May 31, 2024 USD ($) | May 15, 2024 $ / shares | May 15, 2024 CAD ($) shares | Jul. 31, 2024 $ / shares shares | Mar. 31, 2024 USD ($) item $ / shares shares | |
Subsequent Events | |||||||||
Number of conversion notices | item | 2 | ||||||||
Par value per share | $ / shares | $ 4.79 | ||||||||
Number of shares issued upon exercise of warrants | 1 | ||||||||
Common Shares | |||||||||
Subsequent Events | |||||||||
Shares issued to settle NCAC liabilities | 150,000 | ||||||||
Convertible note liability | |||||||||
Subsequent Events | |||||||||
Volume weighted average price per share | $ / shares | $ 0.5361 | $ 0.5361 | |||||||
Shares issued to settle NCAC liabilities | 78,522 | 86,790 | |||||||
First Tranche Note | |||||||||
Subsequent Events | |||||||||
Notional amount | $ | $ 625,000 | $ 312,250 | $ 312,250 | ||||||
Interest rate | 8% | ||||||||
Principal amount of debt converted | $ 1,072,200 | $ 70,000 | |||||||
Volume weighted average price per share | $ / shares | $ 0.5361 | $ 0.5361 | |||||||
Stock issued upon conversion of debt | 2,000,000 | 130,572 | |||||||
Second Tranche Note | |||||||||
Subsequent Events | |||||||||
Notional amount | $ | $ 1,000,000 | ||||||||
Proceeds received from convertible note | $ | $ 500,000 | $ 250,000 | $ 250,000 | ||||||
Interest rate | 8% | 8% | |||||||
Unaffiliated third-party investor | |||||||||
Subsequent Events | |||||||||
Par value per share | $ / shares | $ 0 | ||||||||
Unaffiliated third-party investor | Common Shares | |||||||||
Subsequent Events | |||||||||
Stock issued for services | 660,000 | ||||||||
Unaffiliated third-party investor | Public warrants | |||||||||
Subsequent Events | |||||||||
Stock issued for services | 660,000 | ||||||||
Shares issued to third-party consultants and legal advisors | |||||||||
Subsequent Events | |||||||||
Stock issued for services | 178,000 |