Full Press Release Details
Biopharma Ltd. (formerly, FSD Pharma Inc.)
consolidated interim financial statements
the three months ended March 31, 2025, and 2024
in United States dollars]
BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)
CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
[expressed in United States dollars]
| As at | March 31, | December 31, | ||||||||
| 2025 | 2024 | |||||||||
| Notes | $ | $ | ||||||||
| ASSETS | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | 3,518,313 | 5,995,872 | ||||||||
| Other receivables | 4 | 393,843 | 374,678 | |||||||
| Prepaid expenses and deposits | 5 | 144,345 | 69,036 | |||||||
| Finance receivables, net | 6 | 3,018,151 | 3,432,340 | |||||||
| Investments | 7 | 20,868 | 1,202,349 | |||||||
| Inventory | 8 | 93,856 | 117,242 | |||||||
| Digital assets | 9 | 2,742,403 | 861,230 | |||||||
| 9,931,779 | 12,052,747 | |||||||||
| Non-current assets | ||||||||||
| Equipment, net | 74,397 | 76,894 | ||||||||
| Long-term investments | 7 | 2,224 | 2,224 | |||||||
| Right-of-use asset, net | 34,922 | 53,488 | ||||||||
| Intangible assets, net | 10 | 4,830,147 | 4,933,871 | |||||||
| Total assets | 14,873,469 | 17,119,224 | ||||||||
| LIABILITIES | ||||||||||
| Current liabilities | ||||||||||
| Trade and other payables | 11,22 | 2,356,902 | 4,362,068 | |||||||
| Lease obligations | 35,358 | 53,780 | ||||||||
| Warrants liability | 12 | 2,841,137 | 212,002 | |||||||
| Derivative liabilities | 14 | 2,866,115 | 280,000 | |||||||
| Deferred income | 21 | 1,000,000 | 1,000,000 | |||||||
| Notes payable | 13 | 1,087,929 | 619,029 | |||||||
| Convertible debentures | 14 | 156,920 | 152,113 | |||||||
| 10,344,361 | 6,678,992 | |||||||||
| Total liabilities | 10,344,361 | 6,678,992 | ||||||||
| SHAREHOLDERS' EQUITY | ||||||||||
| Class A Multiple Voting Share capital | 15 | 151,701 | 151,701 | |||||||
| Class B Subordinate Voting Share capital | 15 | 152,884,305 | 150,318,624 | |||||||
| Warrants | 15 | 1,379,181 | 1,997,759 | |||||||
| Contributed surplus | 31,957,689 | 31,072,543 | ||||||||
| Foreign exchange translation reserve | 47,303 | 50,795 | ||||||||
| Accumulated deficit | (180,687,607 | ) | (172,110,884 | ) | ||||||
| Equity attributable to shareholders of the Company | 5,732,572 | 11,480,538 | ||||||||
| Non-controlling interests | 17 | (1,203,464 | ) | (1,040,306 | ) | |||||
| 4,529,108 | 10,440,232 | |||||||||
| Total liabilities and shareholders' equity | 14,873,469 | 17,119,224 | ||||||||
| Commitments and contingencies | 21 | |||||||||
| Subsequent events | 25 |
| On behalf of the Board: | |
| "Signed" | "Signed" |
| Director - Zeeshan Saeed | Director - Eric Hoskins |
accompanying notes are an integral part of these condensed consolidated interim financial statements.
BIOPHARMA LTD. (formerly, FS PHARMA INC.)
CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
[expressed in United States dollar, except number of shares]
| 2025 | 2024 | |||||||||
| For the three months ended March 31, | Notes | $ | $ | |||||||
| Expenses | ||||||||||
| General and administrative | 19 | 1,328,111 | 1,919,212 | |||||||
| External research and development fees | 1,648,350 | 160,260 | ||||||||
| Share-based payments | 16 | 291,272 | 57,743 | |||||||
| Depreciation and amortization | 10 | 129,690 | 120,141 | |||||||
| Total operating expenses | 3,397,423 | 2,257,356 | ||||||||
| Loss from operations | (3,397,423 | ) | (2,257,356 | ) | ||||||
| Interest income | 20 | (67,216 | ) | (172,524 | ) | |||||
| Other income | (7,060 | ) | - | |||||||
| Finance expense, net | 22,168 | 12,414 | ||||||||
| Accretion and interest expense | 14 | 328,448 | - | |||||||
| Gain on settlement of debt | (185,130 | ) | 17,476 | |||||||
| Loss (gain) on change in fair value of derivative liabilities and warrant liability | 12, 14 | 3,110,436 | (23,297 | ) | ||||||
| Unrealized loss on change in fair value of digital assets | 9 | 718,827 | - | |||||||
| Realized gain on sale of digital assets | 9 | (68,293 | ) | - | ||||||
| Loss on issuance of convertible debt | 14 | 1,490,278 | - | |||||||
| Net loss | (8,739,881 | ) | (2,091,425 | ) | ||||||
| Other comprehensive loss | ||||||||||
| Items that may be subsequently reclassified to loss: | ||||||||||
| Exchange loss on translation of foreign operations | (3,492 | ) | (232,755 | ) | ||||||
| Comprehensive loss | (8,743,373 | ) | (2,324,180 | ) | ||||||
| Net loss attributable to: | ||||||||||
| Equity owners of the Company | (8,576,723 | ) | (1,903,375 | ) | ||||||
| Non-controlling interests | 17 | (163,158 | ) | (188,050 | ) | |||||
| (8,739,881 | ) | (2,091,425 | ) | |||||||
| Net (loss) per share | ||||||||||
| Basic and diluted - continuing operations | 18 | $ | (3.53 | ) | $ | (3.43 | ) | |||
| Weighted average number of shares outstanding - basic and diluted | 18 | 2,474,974 | 610,035 |
accompanying notes are an integral part of these condensed consolidated interim financial statements.
BIOPHARMA LTD. (formerly, FS PHARMA INC.)
CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
the three months ended March 31, 2025, and 2024
[expressed in United States dollars, except number of shares]
| Class A shares | Class B shares | Warrants | Contributed surplus | Non-controlling interests | Foreign exchange translation reserve | Accumulated deficit | Total | |||||||||||||||||||||||||||||||||||
| # | $ | # | $ | # | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | 2 | 151,622 | 605,796 | 137,626,863 | 158,832 | 2,723,356 | 30,225,741 | (327,501 | ) | 417,341 | (157,908,160 | ) | 12,909,262 | |||||||||||||||||||||||||||||
| Shares issued [note 15] | - | - | 6,362 | 296,437 | - | - | - | - | - | - | 296,437 | |||||||||||||||||||||||||||||||
| Shares for debt [note 15] | - | - | 9,835 | 575,436 | - | - | - | - | - | - | 575,436 | |||||||||||||||||||||||||||||||
| Share-based payments [note 16] | - | - | - | - | - | - | 57,743 | - | - | - | 57,743 | |||||||||||||||||||||||||||||||
| Warrants expired [note 15] | - | - | - | - | (20,000 | ) | (276,001 | ) | 276,001 | - | - | - | - | |||||||||||||||||||||||||||||
| Comprehensive loss for the period | - | - | - | - | - | - | - | (188,050 | ) | (232,755 | ) | (1,903,375 | ) | (2,324,180 | ) | |||||||||||||||||||||||||||
| Balance, March 31, 2024 | 2 | 151,622 | 621,993 | 138,498,736 | 138,832 | 2,447,355 | 30,559,485 | (515,551 | ) | 184,586 | (159,811,535 | ) | 11,514,698 | |||||||||||||||||||||||||||||
| Balance, December 31, 2024 | 12 | 151,701 | 2,299,502 | 150,318,624 | 210,370 | 1,997,759 | 31,072,543 | (1,040,306 | ) | 50,795 | (172,110,884 | ) | 10,440,232 | |||||||||||||||||||||||||||||
| Shares issued - convertible debt [note 14,15] | - | - | 399,071 | 2,495,090 | - | - | - | - | - | - | 2,495,090 | |||||||||||||||||||||||||||||||
| Warrants issued [note 14] | - | - | - | - | 346,806 | - | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Warrants expired [note 15] | - | - | - | - | (30,770 | ) | (618,578 | ) | 618,578 | - | - | - | - | |||||||||||||||||||||||||||||
| Share-based payments [note 16] | - | - | - | - | - | - | 291,272 | - | - | - | 291,272 | |||||||||||||||||||||||||||||||
| Exercise of options [note 15,16] | - | - | 12,500 | 70,591 | - | - | (24,704 | ) | - | - | - | 45,887 | ||||||||||||||||||||||||||||||
| Comprehensive loss for the period | - | - | - | - | - | - | - | (163,158 | ) | (3,492 | ) | (8,576,723 | ) | (8,743,373 | ) | |||||||||||||||||||||||||||
| Balance, March 31, 2025 | 12 | 151,701 | 2,711,073 | 152,884,305 | 526,406 | 1,379,181 | 31,957,689 | (1,203,464 | ) | 47,303 | (180,687,607 | ) | 4,529,108 |
accompanying notes are an integral part of these condensed consolidated interim financial statements.
BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)
CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN CASH FLOWS
the three months ended March 31, 2025, and 2024
[expressed in United States dollar]
| 2025 | 2024 | |||||||
| $ | $ | |||||||
| Operating activities | ||||||||
| Net loss | (8,739,881 | ) | (2,091,425 | ) | ||||
| Add (deduct) items not affecting cash | ||||||||
| Depreciation and amortization | 129,690 | 120,141 | ||||||
| Interest expense | 25,374 | 12,414 | ||||||
| Accretion and interest expense | 328,448 | - | ||||||
| Share-based payments | 291,272 | 57,743 | ||||||
| Change in fair value of derivative liabilities | 3,110,436 | (23,297 | ) | |||||
| Loss on issuance of convertible debt | 1,490,278 | |||||||
| Unrealized foreign exchange (gain) loss | (1,646,071 | ) | 489,859 | |||||
| Unrealized loss on change in fair value of digital assets | 718,827 | - | ||||||
| Realized gain on sale of digital assets | (68,293 | ) | - | |||||
| Gain on settlement of debt | (185,130 | ) | 17,476 | |||||
| Changes in non-cash working capital balances | ||||||||
| Finance receivables | 414,189 | 548,547 | ||||||
| Other receivables | 99,417 | 62,196 | ||||||
| Prepaid expenses and deposits | (75,309 | ) | (117,683 | ) | ||||
| Inventory | 23,386 | - | ||||||
| Trade and other payables | (177,476 | ) | (1,049,365 | ) | ||||
| Cash used in operating activities | (4,260,843 | ) | (1,973,394 | ) | ||||
| Investing activities | ||||||||
| Redemption of investments | 1,181,499 | - | ||||||
| Purchase of investments | - | (22,140 | ) | |||||
| Purchases of digital assets | (2,800,000 | ) | - | |||||
| Proceeds from sale of digital assets | 268,293 | - | ||||||
| Cash used in investing activities | (1,350,208 | ) | (22,140 | ) | ||||
| Financing activities | ||||||||
| Proceeds from issuance of shares, net | - | 296,437 | ||||||
| Proceeds from convertible debentures | 2,667,404 | - | ||||||
| Payment of lease obligation | (23,325 | ) | (14,662 | ) | ||||
| Share options exercised | 45,887 | - | ||||||
| Proceeds from loans (RH) | 443,526 | 286,944 | ||||||
| Cash provided by financing activities | 3,133,492 | 568,719 | ||||||
| Net decrease | (2,477,559 | ) | (1,426,815 | ) | ||||
| Cash and cash equivalents, beginning of the period | 5,995,872 | 2,757,040 | ||||||
| Cash and cash equivalents, end of the period | 3,518,313 | 1,330,225 | ||||||
| Non-cash transactions | ||||||||
| Shares issued for debt | - | 575,436 |
accompanying notes are an integral part of these condensed consolidated interim financial statements.
BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)
to the condensed consolidated interim financial statements
[expressed in United States dollars]
the three months ended March 31, 2025, and 2024
Quantum BioPharma Ltd.
(formerly, FSD Pharma Inc.) ("Quantum" or the "Company") is a biopharmaceutical company dedicated to building
a portfolio of innovative assets and biotech solutions for the treatment of challenging neurodegenerative, inflammatory and metabolic
disorders and alcohol misuse disorders with drug candidates in different stages of development. Through its wholly owned subsidiary, Lucid
Psycheceuticals Inc. ("Lucid"), Quantum is focused on the research and development of its lead compound, Lucid-MS (formerly
Lucid-21-302) ("Lucid-MS"). Lucid-MS is a patented new chemical entity shown to prevent and reverse myelin degradation, the
underlying mechanism of multiple sclerosis, in preclinical models. The Company also maintains selective R&D programs for inflammatory
diseases (FSD-PEA) and depression (Lucid-PSYCH), though these initiatives remain secondary priorities. Quantum is also focused
on the research and development of a treatment for alcohol misuse for application in hospitals and other medical practices. Quantum maintains
a portfolio of strategic investments through its wholly owned subsidiary, FSD Strategic Investments Inc., which represent loans secured
by residential property.
The Company's registered
office is located at 55 University Avenue, Suite 1003, Toronto, Ontario, M5J 2H7. On August 15, 2024, the Company consolidated its Class
A Multiple Voting Shares and Class B Subordinate Voting Shares (each as defined hereinafter) on a 65:1 basis and changed its name to "Quantum
BioPharma Ltd." with a new trading symbol "QNTM" on both NASDAQ and CSE.
On July 31, 2023, the Company entered into
an exclusive intellectual property license agreement (the "License Agreement") with Celly Nutrition Corp. ("Celly").
The License Agreement provides Celly access to proprietary information for the purposes of consumer product development and marketing.
The License Agreement grants Celly the rights to a proprietary formulation of natural ingredients, vitamins, and minerals to help with
liver and brain function for the purposes of potentially quickly relieving from the effects of alcohol consumption, such as inebriation,
and restoring normal lifestyle. The License Agreement also grants Celly rights to certain trademarks. In exchange, Quantum received 200,000,000
common shares in the capital of Celly following a 2:1 share-split. The Company also received an anti-dilution Warrant Certificate that
entitles Quantum to purchase up to 25% of the common shares deemed outstanding less the 200,000,000 common shares issued under the License
Agreement and from time to time as a result of any partial exercise under the anti-dilution Warrant Certificate. Quantum is also entitled
to certain license fees and royalties under the License Agreement. Through the License Agreement, Quantum acquired 34.66% of Celly. On
July 31, 2023, the Company and Celly entered into a loan agreement for gross proceeds of C$1,000,000. The loan was funded on August 1,
2023, and accrues interest at a rate of 10% per annum. Interest is payable annually and the loan matures on July 31, 2026. On April 3,
2024, an amendment to the loan agreement was approved for additional gross proceeds of C$300,000. In November 2023, through the Plan of
Arrangement the Company distributed 45,712,529 of its 200,000,000 shares of Celly to its shareholders. The License Agreement was amended
and restated on August 14, 2024. The condensed consolidated interim financial statements incorporate the assets and liabilities of Celly
as of March 31, 2025, and the results of operations and cash flows for the three months ended March 31, 2025. As of March 31, 2025, the
Company had a 20.11% (December 31, 2024 - 22.95%) ownership interest in Celly through common shares held in Celly.
BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)
to the condensed consolidated interim financial statements
[expressed in United States dollars]
the three months ended March 31, 2025, and 2024
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 | Ownership percentage as at | |||||||||
| March 31, 2025 | December 31, 2024 | |||||||||
| Entity Name | Country | % | % | |||||||
| FSD Biosciences Inc. | USA | 100.00 | 100.00 | |||||||
| Prismic Pharmaceuticals Inc.("Prismic) | USA | 100.00 | 100.00 | |||||||
| FV Pharma Inc. | Canada | 100.00 | 100.00 | |||||||
| Lucid Psycheceuticals Inc. | Canada | 100.00 | 100.00 | |||||||
| FSD Strategic Investments Inc. | Canada | 100.00 | 100.00 | |||||||
| FSD Pharma Australia Pty Ltd | Australia | 100.00 | 100.00 | |||||||
| Celly Nutrition Corp. | Canada | 20.11 | 22.95 | |||||||
| Huge Biopharma Australia Pty Ltd | Australia | 100.00 | 100.00 |
interests ("NCI") represent ownership interests in consolidated subsidiaries by parties that are not shareholders of the
Company. They are shown as a component of total equity in the condensed consolidated interim statements of financial position, and the
share of income (loss) attributable to non-controlling interests is shown as a component of net income (loss) in the condensed consolidated
interim statements of loss and comprehensive loss. Changes in the parent company's ownership that do not result in a loss of control
are accounted for as equity transactions.
Basis of presentation
Statement of compliance
These 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, 2024. These financial statements have been prepared in compliance
with IAS 34 - Interim Financial Reporting. Accordingly, certain disclosures normally included in annual financial statements prepared
in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
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, 2024.
These financial statements were approved
and authorized for issuance by the Board of Directors (the "Board") of the Company on May 14, 2025.
[b] Functional currency and presentation
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. These condensed consolidated interim financial
statements are presented in United States dollars ("USD"), which is the Company's functional and presentation currency
for all periods presented. 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 | |
| FSD Strategic Investments Inc. | Canadian Dollar | |
| FSD Pharma Australia Pty Ltd | Australian Dollar | |
| Celly Nutrition Corp. | Canadian Dollar | |
| Huge Biopharma Australia Pty Ltd | Australian Dollar |
BIOPHARMA LTD. (FORMERLY, FSD PHARMA INC.)
to the condensed consolidated interim financial statements
[expressed in United States dollars]
the three months ended March 31, 2025, and 2024