This announcement contains
information which, prior to its disclosure, was inside information
as stipulated under Regulation 11 of the Market Abuse (Amendment)
(EU Exit) Regulations 2019/310 (as amended). Upon the publication
of this announcement via a Regulatory Information Service, this
inside information is now considered to be in the public
domain.
14 May
2024
Clarify Pharma PLC
("Clarify Pharma" or "The Company")
Full Year Results
Clarify Pharma plc (AQSE: PSYC), a
company previously focusing on investing in
biotech and life sciences companies seeking to prove the safety and
efficacy of psychedelic-based substances, announces its audited
financial results for the twelve months ended 30
November 2023.
Highlight:
· The results show
a loss of £0.8m (2022: £1m loss) during the year with total Assets
of £0.9m (2022: £1.5m), of which £0.2m (2022: £0.4m) was in the
form of Cash.
· During the year
the Company made a number of transactions, investing USD164,000
(2022: USD276,000) to acquire stakes in US-listed companies in the
psychedelic medicine sector.
· The auditor
emphasises significant matter relating to the investment in Beckley
Psytech. During the course of the audit process, the auditor has
been unable to obtain any financial information pertaining to the
investment dated similarly to the balance sheet date of Clarify
Pharma PLC. Due to the absence of current figures, the auditor is
unable to confidently ascertain the accuracy and completeness of
the investment's valuation presented in the financial statements.
Consequently, there is a risk that the figures reported may not
reflect the true financial position of the investment, and as such,
the reported value of £553,841 (579,470) could be materially
misstated.
The Company's audited financial
results for the 12-month period to 30 November 2023 can be found
at www.clarifypharma/investors.
For further information please
contact:
Clarify Pharma
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Jon Bixby
Executive Chairman
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via First Sentinel
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First Sentinel
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Corporate Adviser
Brian Stockbridge
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+44 7858 888 007
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Chairman's report
I am happy to report Clarify
Pharma PLC ("the Company") full year results for 2023.
As previously highlighted in the
most recent announcement on 15 April 2024, the Company has shifted
its focus to being a provider of Filecoin staking nodes. Filecoin
is a decentralised storage network that turns cloud storage into an
algorithmic market. The market runs on a blockchain with a native
protocol token (also called "Filecoin"), which miners earn by
providing storage to clients. To fund the change in focus, the
Company has divested its publicly listed investments in Atai Life
Sciences Inc (NASDAQ: ATAI) and Compass Pathways PLC (NASDAQ:
CMPS). The Company still holds its stake in Beckley Psytech
Limited. In conjunction with the change of business focus, the
Company is pleased to announce that it is to change its name to
File Forge Technology PLC.
The Board of Directors believe
that the File Forge name better reflects the Company's desire to
build an active and engaged community of investors that believe in
the opportunity of the Filecoin ecosystem and want public market
exposure to this growing market. Following the name change becoming
effective, the Company's ticker symbol, under which its shares are
traded on the Aquis Stock Exchange, will be changed to "FILE", and
a further announcement will be made; until such time, trading will
continue under the "PSYC" stock ticker.
The Directors believe that these
actions coupled with our expertise in the crypto and technology
spaces will lead to greater returns for shareholders. I would like
to take this opportunity to thank all our shareholders for their
support last year.
Mr
Jonathan Bixby
Executive Chairman
INDEPENDENT AUDITOR REPORT
Opinion
We have audited the financial
statements of Clarify Pharma PLC for the year ended 30 November
2023 which comprise the statement of comprehensive income,
statement of financial position, statement of changes in equity,
statement of cashflow and notes to the financial statements,
including a summary of significant accounting policies. The
financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the United Kingdom in accordance
with the provisions of the Companies Act 2006.
In our opinion, the financial
statements:
·
give a true and fair view of the state of the
company's affairs as at 30 November 2023 and of the
company's loss for the year then ended;
·
have been properly prepared in accordance with
IFRSs adopted by the United Kingdom; and
·
have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in
accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities
for the audit of the financial statements section of our report. We
are independent of the company in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the FRC's Ethical Standard as
applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Emphasis of matter
As part of our audit, we have
encountered a significant matter relating to the investment in
Beckley Psytech. During the course of our audit process, we have
been unable to obtain any financial information pertaining to the
investment dated similarly to the balance sheet date of Clarify
Pharma PLC. Due to the absence of current figures, we are unable to
confidently ascertain the accuracy and completeness of the
investment's valuation presented in the financial statements.
Consequently, there is a risk that the figures reported may not
reflect the true financial position of the investment, and as such,
the reported value of £553,841 (579,470) could be materially
misstated.
Excluding the lack of up-to-date
financial information, the available figures indicate growth trends
and a favourable performance of the Beckley Psytech investment. It
is important to note that the inability to access current and
accurate financial figures for the Beckley Psytech investment does
not invalidate the positive results reflected in the available
data.
This emphasis of matter paragraph
is not intended to modify the opinion on the financial
statements.
Conclusions relating to going
concern
In auditing the financial
statements, we have concluded that the Directors' use of the going
concern basis of accounting in the preparation of the financial
statements is appropriate. Our evaluation of the Directors'
assessment of the Company's ability to continue to adopt the going
concern basis of accounting including the following:
· Gaining an understanding of the systems and controls around
managements' going concern
assessment.
· Evidence was obtained that management have undertaken a
formal going concern
assessment, including sensitivity
analysis on cash flow forecasts.
· We
performed our own sensitivity analysis in respect of the key
assumptions underpinning the
forecasts.
· We
considered post period end performance of the business and any
significant events which
may impact the going concern of
the Company.
· We
reviewed the adequacy and completeness of the disclosure included
within the financial
statements in respect of going
concern.
Based on the work we have
performed, we have not identified any material uncertainties
relating to events or conditions that, individually or
collectively, may cast significant doubt on the Company's ability
to continue as a going concern for a period of at least twelve
months from when the financial statements are authorised for
issue.
In relation to the Company's
reporting on how they have applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in
relation to the directors' statement in the financial statements
about whether the directors considered it appropriate to adopt the
going concern basis of accounting.
Our responsibilities and the
responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
An overview of the scope of our audit
As part of designing our audit, we
determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we looked
at where the directors made subjective judgements, for example in
respect of significant accounting estimates that involved making
assumptions and considering future events that are inherently
uncertain. As in all of our audits we also addressed the risk of
management override of internal controls, including evaluating
whether there was evidence of bias by the directors that
represented a risk of material misstatement due to
fraud.
We performed a full scope audit on
the main components of the business representing a large proportion
of the company's net assets.
Key audit matters
Key audit matters are those
matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the
current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) we identified,
including those which had the greatest effect on: the overall audit
strategy, the allocation of resources in the audit; and directing
the efforts of the engagement team. These matters were addressed in
the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. This is not a complete list of
all risks identified by our audit.
Impairment of investments
The company has held significant
investments during the financial period. Given the volatile and
uncertain markets that surround pharmaceuticals, there was the risk
that these investments could require significant impairment after a
lack of success during their researching activities.
Going concern
The company's existence is solely
for the purpose of investing into pharmaceutical companies and
therefore it does not generate any trading income as
such.
Consequently, there is a finite
amount of cash available to fund the operations of the company,
therefore generating a risk for the foreseeable going concern basis
of the entity.
We reviewed the supporting
documentation associated with the investment to ensure an accurate
costing was originally included within the financial
statements.
The investment has been verified
against available present and future financial data as well as any
press releases etc that may present an indication of impairment
both as at the year end and going forward.
The impairment review is highly
judgemental and required the assessment of assumptions used,
including around the future success of the researching
activities.
Based on the above procedures we consider this risk to be
materially mitigated
We reviewed the post balance sheet
date financial information associated with the entity to ensure
that there are sufficient plans in place to secure the future
operational activity.
It was identified that there are
to be numerous cutbacks with regards to expenditure, including the
pausing of all director fees and salaries for the foreseeable
future.
We verified the after date
position of the bank and performed sensitivity analyses to estimate
how long current cash levels could sustain an entity with its
current and expected future trading patterns.
Based on the above procedures we consider this risk to be
materially mitigated.
[The full independent auditor report can be found
at www.clarifypharma/investors.]
CLARIFY PHARMA PLC -
REGISTERED NUMBER 12294271
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR
ENDED 30 NOVEMBER 2023
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Audited
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Audited
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Year ended
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Year ended
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30 November
2023
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30 November
2022
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Note
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£'000
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£'000
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Continuing Operations
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Revenue
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Administrative expenses
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4
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(735)
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(914)
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Capital loss on investments
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10
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-
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(97)
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Operating loss
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(735)
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(1,011)
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Loss before taxation
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(735)
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(1,011)
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Taxation
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7
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-
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-
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Loss after taxation
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(735)
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(1,011)
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Other comprehensive income
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8
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(75)
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5
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Total comprehensive loss for the year
attributable
(810)
(1,006) to shareholders from continuing
operations
Basic earnings per share -
pence
(0.25)
(0.34)
Dilutive earnings per share -
pence
(0.25)
(0.34)
The statement of comprehensive
income has been prepared on the basis that all operations are
continuing operations.
STATEMENT OF FINANCIAL POSITION
AS
AT 30 NOVEMBER 2023
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Audited
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Audited
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As at 30 November 2023
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As at 30 November 2022
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Note
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£'000
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£'000
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NON-CURRENT ASSETS
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Investments
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10
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706
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946
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TOTAL NON-CURRENT ASSETS
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706
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946
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CURRENT ASSETS
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Cash and cash equivalents
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11
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167
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435
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Trade and other receivables
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12
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10
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90
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TOTAL CURRENT
ASSETS
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177
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525
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TOTAL ASSETS
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883
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1,471
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CURRENT LIABILITIES
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Trade and other payables
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13
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286
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62
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TOTAL CURRENT
LIABILITIES
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286
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62
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TOTAL LIABILITIES
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286
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62
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NET ASSETS
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597
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1,409
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EQUITY
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Share capital
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14
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297
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297
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Share premium
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14
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2,810
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2,810
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Share based payment reserve
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15
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575
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575
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Fair value reserve
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15
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-
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2
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Retained earnings
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(3,085)
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(2,275)
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TOTAL EQUITY
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597
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1,409
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The financial statements were
approved by the board on 10 May 2024
by:
Nicholas Lyth -
Finance Director
STATEMENT OF CHANGES IN EQUITY
AS
AT 30 NOVEMBER 2023
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Share
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based
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Fair
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Share
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Share
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payment
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value
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Retained
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Total
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Capital
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Premium
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reserve
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reserve
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Earnings
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Equity
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£'000
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£'000
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£'000
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£'000
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£'000
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£'000
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Balance at 30 November 2021
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297
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2,810
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575
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-
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(1,269)
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2,413
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Loss for period
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-
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-
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-
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-
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(1,011)
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(1,011)
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Other comprehensive income
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-
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-
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-
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-
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5
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5
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Total comprehensive income for year
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(1,006)
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(1,006)
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Transactions with
owners
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|
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Fair value adjustment on
investments
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-
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-
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-
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2
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-
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2
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Transactions with owners
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-
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-
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-
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2
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-
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2
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Balance at 30 November 2022
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297
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2,810
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575
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2
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(2,275)
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1,409
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Loss for period
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-
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-
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-
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-
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(735)
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(735)
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Other comprehensive income
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-
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-
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-
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-
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(75)
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(75)
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Total comprehensive income for year
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(810)
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(810)
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Transactions with owners
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|
|
|
|
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Fair value adjustment on
investments
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-
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-
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-
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(2)
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-
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(2)
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Transactions with owners
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-
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-
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-
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(2)
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-
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(2)
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Balance at 30 November 2023
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297
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2,810
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575
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-
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(3,085)
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597
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