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Filed by newsfilecorp.com FSD Pharma Inc. Condensed consolidated interim financial statements For the three months ended

Key Takeaway: Condensed consolidated interim financial statements For the three months ended March 31, 2022, and 2021 (unaudited) (expressed in United States dollars, except per share amounts) CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION [unaudited] [expressed in United

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Condensed consolidated interim financial statements
For the three months ended March 31, 2022, and 2021
(unaudited) (expressed in United States dollars, except per share amounts)
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
[unaudited] [expressed in United States dollar]
As at March 31, December 31,
2022 2021
Notes $ $
ASSETS
Current assets
Cash 28,572,884 35,259,645
Other receivables 4 707,079 500,964
Prepaid expenses and deposits 5 1,578,861 1,366,421
Investments 6 - 158,036
30,858,824 37,285,066
Assets held for sale 3 8,773,856 8,647,779
39,632,680 45,932,845
Non-current assets
Equipment, net 13,060 -
Investments 6 540,203 660,226
Right-of-use asset, net 7 147,146 168,307
Intangible assets, net 8 15,376,455 16,201,739
55,709,544 62,963,117
LIABILITIES
Current liabilities
Trade and other payables 9 7,873,788 7,510,771
Lease obligations 10 159,895 124,311
Warrants liability 11 522,884 765,403
Notes payable 300,549 300,549
8,857,116 8,701,034
Non-current liabilities
Lease obligations 10 92,060 131,045
8,949,176 8,832,079
SHAREHOLDERS' EQUITY
Class A share capital 12 151,588 151,588
Class B share capital 12 144,760,778 152,173,089
Warrants 12 5,137,417 5,137,417
Contributed surplus 13 24,343,300 22,583,649
Foreign exchange translation reserve 166,027 239,612
Accumulated deficit (127,798,742 ) (126,154,317 )
46,760,368 54,131,038
55,709,544 62,963,117
Commitments and contingencies 16
Subsequent events 18
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
On behalf of the Board:
"Signed" "Signed"
Director - Donal Carroll Director - Nitin Kaushal
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
[unaudited] [expressed in United States dollar, except number of shares]
For the period ended March 31, 2022 2021
Notes $ $
Expenses
General and administrative 15 3,528,302 3,048,859
External research and development fees 937,052 1,970,251
Share-based payments 13 83,161 3,832,524
Depreciation and amortization 7 & 8 1,101,155 951,020
Total operating expenses 5,649,670 9,802,654
Loss from continuing operations (5,649,670 ) (9,802,654 )
Other income - (1,292 )
Finance expense 16,382 19,325
Gain on settlement of financial liability (82,725 ) (10,250 )
Loss (gain) on change in fair value of derivative liability 11 (242,519 ) 556,556
Loss (gain) on changes in fair value of investments 6 120,023 (961,381 )
Net loss from continuing operations (5,460,831 ) (9,405,612 )
Net loss from discontinued operations 3 (444,506 ) (533,842 )
Net loss (5,905,337 ) (9,939,454 )
Other comprehensive loss
Items that may be subsequently reclassified to loss:
Exchange loss on translation of foreign operations (73,585 ) (37,370 )
Comprehensive loss (5,978,922 ) (9,976,824 )
Net loss per share
Basic and diluted - continuing operations 14 (0.14 ) (0.35 )
Basic and diluted - discontinued operations 14 (0.01 ) (0.02 )
Weighted average number of shares outstanding - basic and diluted 14 39,998,791 26,898,886
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
For the periods ended March 31, 2022 and 2021
[unaudited] [expressed in United States dollar, except number of shares]
Foreign exchange Accumulated
Class A shares Class B shares Warrants Contributed surplus translation reserve deficit Total
# $ # $ # $ $ $ $ $
Balance, December 31, 2020 72 151,588 19,161,620 103,056,538 6,749,109 4,968,958 18,792,590 207,797 (90,868,888 ) 36,308,583
Shares issued [note 12] - - 15,480,462 38,341,407 - - - - - 38,341,407
Share-based payments [note 13] - - 1,349,764 3,576,875 - - 255,650 - - 3,832,525
Comprehensive loss for the period - - - - - - - (37,370 ) (9,939,454 ) (9,976,824 )
Balance, March 31, 2021 72 151,588 35,991,846 144,974,820 6,749,109 4,968,958 19,048,240 170,427 (100,808,342 ) 68,505,691
Balance, December 31, 2021 72 151,588 40,450,754 152,173,089 6,956,795 5,137,417 22,583,649 239,612 (126,154,317 ) 54,131,038
Share repurchase [note 12] - - (1,524,700 ) (5,735,821 ) - - - - 4,260,912 (1,474,909 )
Share-based payments [note 13] - - 70,179 75,600 - - 7,561 - - 83,161
Share cancellation [note 12] - - (504,888 ) (1,752,090 ) - - 1,752,090 - - -
Comprehensive loss for the period - - - - - - - (73,585 ) (5,905,337 ) (5,978,922 )
Balance, March 31, 2022 72 151,588 38,491,345 144,760,778 6,956,795 5,137,417 24,343,300 166,027 (127,798,742 ) 46,760,368
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2022 and 2021
[unaudited] [expressed in United States dollar]
2022 2021
$ $
Operating activities
Net loss from continuing operations (5,460,831 ) (9,405,612 )
Add (deduct) items not affecting cash
Depreciation and amortization 1,101,155 951,020
Interest expense 19,615 19,325
Share-based payments 83,161 3,832,524
Change in fair value of other investments 120,023 (961,381 )
Change in fair value of derivative liability (242,519 ) 556,556
Unrealized foreign exchange gain (200,056 ) (144,819 )
Gain on settlement of financial liability (82,725 ) (10,250 )
Changes in non-cash working capital balances
Other receivables (170,611 ) (52,894 )
Prepaid expenses and deposits (195,016 ) (1,416,697 )
Trade and other payables 438,640 1,819,679
Cash used in continuing operating activities (4,589,164 ) (4,812,549 )
Cash used in discontinued operating activities (504,264 ) (672,013 )
Cash used in operating activities (5,093,428 ) (5,484,562 )
Investing activities
Purchase of equipment (14,622 ) -
Additions to intangible assets (250,000 ) (500,000 )
Proceeds from sale of investments 158,036 -
Cash provided by continuing investing activities (106,586 ) (500,000 )
Cash provided by (used in) discontinued investing activities - -
Cash provided by (used in) investing activities (106,586 ) (500,000 )
Financing activities
Share repurchase (1,474,909 ) -
Proceeds from issuance of shares, net - 38,341,407
Repayment of notes payable - (28,260 )
Payment of lease obligation (11,838 ) (14,676 )
Cash provided by continuing financing activities (1,486,747 ) 38,298,471
Cash provided by discontinued financing activities - -
Cash provided by financing activities (1,486,747 ) 38,298,471
Net increase (decrease) (6,686,761 ) 32,313,909
Cash, beginning of the period 35,259,645 17,524,822
Cash, end of the period 28,572,884 49,838,731
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Notes to the condensed consolidated interim financial statements
(expressed in United States dollars)
March 31, 2022 and 2021
1. Nature of business
FSD Pharma Inc. ("FSD" or the "Company") is a biotechnology company with three drug candidates in different stages of development. FSD Biosciences Inc., a wholly-owned subsidiary, is focused on pharmaceutical research and development ("R&D") of its lead compound, ultra-micronized palmitoylethanolamide ("PEA") or FSD-PEA (also known as FSD-201). Through the Company's wholly owned subsidiary, Lucid Psycheceuticals Inc. ("Lucid"), the Company is also focused on the research and development of its lead compounds, Lucid-PSYCH (also known as Lucid-201) and Lucid-MS (also known as Lucid-21-302). PEA, the active substance in FSD-PEA, interacts with the endocannabinoid system in the body and exhibits anti-inflammatory activities. FSD-PEA has completed FDA-approved Phase 1 clinical trials with positive topline results and the Company is currently evaluating potential Phase 2 indications. Lucid PSYCH is a molecular compound identified for the potential treatment of mental health disorders. Lucid-MS is a molecular compound identified for the potential treatment of neurodegenerative disorders.
FV Pharma Inc. ("FV Pharma"), a wholly owned subsidiary of the Company, was a licensed producer of cannabis in Canada under the Cannabis Act (Canada) (together with the regulations promulgated thereunder (the "Cannabis Regulations"), the "Cannabis Act") and associated Cannabis Regulations. FV Pharma surrendered its cannabis license in July 2020 and suspended all activities in September 2020. In March 2020, substantially all the assets of FV Pharma were classified as held for sale (refer to Note 3).
The Company's registered office is located at 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9.
These unaudited condensed consolidated interim financial statements are comprised of the financial results of the Company and its subsidiaries, which are the entities over which the Company has control. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and can affect those returns through its power over the investee.
The Company has the following subsidiaries:
Ownership percentage as at
Entity Name Country March 31, 2022 December 31, 2021
% %
FSD Biosciences Inc. USA 100 100
Prismic Pharmaceuticals Inc. USA 100 100
FV Pharma Inc. Canada 100 100
Lucid Psycheceuticals Inc. Canada 100 100
The outbreak of the novel strain of coronavirus, specifically identified as "COVID-19," has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The extent to which COVID-19 and any other pandemic or public health crisis impacts the Company's business, affairs, operations, financial condition, liquidity, availability of credit and results of operations will depend on future developments that are highly uncertain and cannot be predicted with any meaningful precision, including new information which may emerge concerning the severity of the COVID-19 virus and the actions required to contain the COVID-19 virus or remedy its impact, among others. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in future periods.
Notes to the condensed consolidated interim financial statements
(expressed in United States dollars)
March 31, 2022 and 2021
The Company's clinical trials for the use of FSD-PEA, a compound to treat suspected or confirmed cases of COVID- 19, were placed on hold in June of 2021 pending the completion of a study to assess the commercial viability of FSD- PEA as a treatment for COVID-19. Following the completion of the study, the Company announced on August 24, 2021, that it was terminating the Phase 2 clinical program specific to treating COVID-19. The impact of COVID-19 did not have a material impact on the continuing operations or financial results of the Company for the period ended March 31, 2022.
2. Basis of presentation
[a] Statement of compliance
These unaudited condensed consolidated interim financial statements ("financial statements') were prepared using the same accounting policies and methods as those used in the Company's audited consolidated financial statements for the year ended December 31, 2021. These financial statements have been prepared in compliance with IAS 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB"). Accordingly, certain disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") have been omitted or condensed. These financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2021.
These financial statements were approved and authorized for issuance by the Board of Directors of the Company on May 13, 2022.
[d] Functional currency and presentation currency
The financial statements of each company within the consolidated group are measured using their functional currency, which is the currency of the primary economic environment in which an entity operates. The Company's functional currency is the United States dollar and the functional currencies of its subsidiaries are as follows:
FSD Biosciences Inc. United States Dollar
Prismic Pharmaceuticals Inc. United States Dollar
FV Pharma Inc. Canadian Dollar
Lucid Psycheceuticals Inc. Canadian Dollar
[e] Use of estimates and judgments
The preparation of these financial statements in conformity with IFRS requires management to make estimates, judgements and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, consistent with those disclosed in the audited consolidated financial statements for the year ended December 31, 2021 and described in these financial statements. Actual results could differ from these estimates.
Estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Notes to the condensed consolidated interim financial statements
(expressed in United States dollars)
March 31, 2022 and 2021
New standards, amendments and interpretations not yet adopted by the Company
IAS 1, Presentation of financial statements ("IAS 1")
In January 2020, the IASB issued Classification of Liabilities as Current or Non-current (Amendments to IAS 1). The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the consolidated statements of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity.
The amendments are effective for annual reporting periods beginning on or after January 1, 2022, with earlier application permitted. In July 2020, the effective date was deferred to January 1, 2023. The Company is still assessing the impact of adopting these amendments on its financial statements.
IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors ("IAS 8")
In February 2021, the IASB issued Definition of Accounting Estimates, which amends IAS 8. The amendment will require the disclosure of material accounting policy information rather than disclosing significant accounting policies and clarifies how to distinguish changes in accounting policies from changes in accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty". The amendment provides clarification to help entities to distinguish between accounting policies and accounting estimates.
The amendments are effective for annual periods beginning on or after January 1, 2023. The Company is still assessing the impact of adopting these amendments on its financial statements.
IAS 12, Income Taxes ("IAS 12")
In May 2021, the IASB issued Deferred Tax related to Assets and Liabilities arising from a single transaction (Amendments to IAS 12). The amendment narrows the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal taxable and deductible temporary differences. As a result, companies will need to recognize a deferred tax asset and deferred tax liability for temporary differences arising on initial recognition of transactions such as leases and decommissioning obligations.
The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. The Company is still assessing the impact of adopting these amendments on its financial statements.
All other IFRSs and amendments issued but not yet effective have been assessed by the Company and are not expected to have a material impact on the Consolidated Financial Statements.
3. Assets held for sale
In March 2020, the Company decided to focus its efforts and resources on the pharmaceutical business and initiated the process to exit the medical cannabis industry and sell FV Pharma's facility located at 520 William Street, Cobourg, Ontario, K9A 3A5 (the "Facility") and the 64-acre property on which the Facility is located (the "Facility Property"). On February 23, 2022, the Company entered into a firm agreement in connection with the sale of the Facility and the Facility Property. In consideration for the purchase of the Facility and the Facility Property, the purchaser has agreed to pay a cash sum of C$16,500,000, including a deposit of C$660,000. The deposit was received by the Company on February 24, 2022, and the sale is expected to close in mid 2022.
Results of operations related to the Disposal Group are reported as discontinued operations for the period ended March 31, 2022 and 2021.
In accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, the assets held for sale were assessed for impairment based on fair value less costs to sell. The fair value was measured using the price at which the Company expects to receive for the disposal group less estimates for the costs of disposal. The fair value less costs to sell was higher than the carrying value of the Disposal Group resulting in recognition of the resulting group at its carrying value.
Notes to the condensed consolidated interim financial statements
(expressed in United States dollars)
March 31, 2022 and 2021
Assets held for sale as at March 31, 2022 and December 31, 2021 consisted of the following:
2022 2021
$ $
Property and plant 8,773,856 8,647,779
Net loss and comprehensive loss from discontinued operations for the three months ended March 31, 2022 and 2021 is comprised of the following:
For the three months
ended March 31,
Notes 2022 2021
$ $
Expenses
General and administrative 15 459,674 548,455
Total operating expenses 459,674 548,455
Loss from discontinued operations (459,674 ) (548,455 )
Other income (15,168 ) (14,613 )
Net loss from discontinued operations (444,506 ) (533,842 )
Cash flows from discontinued operations for the three months ended March 31, 2022 and 2021 are comprised of the following:
For the three months
ended March 31,
2022 2021
$ $
Operating activities
Net loss from discontinued operations (444,506 ) (533,842 )
Add (deduct) items not affecting cash
Changes in non-cash working capital balances
Trade and other receivables (37,140 ) (22,840 )
Prepaid expenses and deposits (17,424 ) (53,021 )
Trade and other payables (5,194 ) (62,310 )
Cash used in operating activities (504,264 ) (672,013 )
4. Other receivables
The Company's other receivables are comprised of the following:
March 31, 2022 December 31, 2021
$ $
Sales tax receivable 474,992 272,212
ITC receivable 232,087 228,752
707,079 500,964
Notes to the condensed consolidated interim financial statements
(expressed in United States dollars)
March 31, 2022 and 2021
5. Prepaid expenses and deposits
The Company's prepaid expenses and deposits include the following:
March 31, 2022 December 31, 2021
$ $
Research and development 593,370 602,497
Insurance 579,988 116,649
Other prepaids and deposits 405,503 647,275
1,578,861 1,366,421
The following tables outline changes in investments during the periods:
Balance at Proceeds from Change in fair value Balance at March
Entity Instrument Note December 31, 2021 sale through profit or loss 31, 2022
$ $ $
True Pharma Strip Inc. Shares (i) 197 197 - -
HUGE Shops Shares (ii) 157,760 157,760 - -
SciCann Therapeutics Shares (iii) 79 79 - -
Solarvest BioEnergy Inc. Shares (iv) 366,792 - (66,679) 300,113
Solarvest BioEnergy Inc. Convertible debenture (iv) 293,434 - (53,344) 240,090
818,262 158,036 (120,023) 540,203
(i) True Pharma Strip Inc. ("True Pharma")
On September 6, 2018, the Company subscribed for $1,128,450 of equity units in a brokered private placement. The equity investment is measured at fair value through profit or loss. True Pharma is not a publicly traded company; therefore, the fair value was classified as level 3 within the fair value hierarchy - significant unobservable inputs that are supported by little or no market activity. On December 31, 2021, the Company entered into an agreement to sell the investment. Subsequent to December 31, 2021, the Company completed the sale for gross proceeds of C$250 ($197).
The Company's investment in HUGE Shops includes 17,333,333 shares based on the December 2018 subscription price of C$0.075 per share. The equity investment is measured at fair value through profit or loss. Huge Shops is not a publicly traded company; therefore, the fair value was classified as level 3 within the fair value hierarchy. On December 31, 2021, the Company entered into an agreement to sell the investment. Subsequent to December 31, 2021, the Company completed the sale for gross proceeds of C$200,000 ($157,760).
(iii) SciCann Therapeutics Inc. ("SciCann")
The investment includes 117,648 shares based on the subscription price in May of 2018 and October of 2018 of C$17 per share. The equity investment is measured at fair value through profit or loss. SciCann is not a publicly traded company therefore, the fair value was classified as level 3 within the fair value hierarchy. On December 31, 2021, the Company entered into an agreement to sell the investment. Subsequent to December 31, 2021, the Company completed the sale for gross proceeds of C$100 ($79).
(iv) Solarvest BioEnergy Inc. ("Solarvest")
On May 7, 2019, the Company acquired 3,000,000 common shares, 3,000,000 warrants and a convertible debenture at a principal amount of $1,805,520 for a total fair value of $2,256,900 of Solarvest in exchange for 49,751 Class B shares of the Company with a fair value of $1,880,750 based on a market price of C$50.25 and recognition of a derivative liability of $376,150. Under the terms of the agreement, the Company has guaranteed a minimum liquidation value of its shares to Solarvest of $2,256,900 resulting in recognition of the derivative liability. If the liquidation value of the Company's shares is below $2,256,900, the Company would be required to issue additional shares for the difference in actual value realized and the minimum guaranteed value.
Notes to the condensed consolidated interim financial statements
(expressed in United States dollars)
March 31, 2022 and 2021
As at December 31, 2021, the fair value of the shares was determined based on the quoted market price of the shares of C$0.155 per share. The warrants expired unexercised during the year ended December 31, 2021. The fair value of the convertible debenture is calculated as the fair value of the shares if the debenture were converted at the SVS share price of C$0.155 as at December 31, 2021.
As at March 31, 2022, the fair value of the shares was determined based on the quoted market price of the shares of C$0.125 per share. The fair value of the convertible debenture is calculated as the fair value of the shares if the debenture were converted at the SVS share price of C$0.125 as at March 31, 2022. The shares have been classified as level 1 within the fair value hierarchy - quoted market price, and the convertible debenture has been classified as level 2 - valuation technique with observable market inputs.
7. Right-of-use asset
Right-of-use assets as at March 31, 2022 are as follows:
Last updated: May 13, 2022