BetterLife Pharma Inc 6-K, filed Sep 29, 2025
BetterLife Pharma Inc. (BETRF)
About this 6-K
BetterLife Pharma Inc filed this 6-K on September 29, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2025.
Commission File Number 333-161157
| BETTERLIFE PHARMA INC. |
| (Translation of registrant’s name into English) |
1275 WEST 6TH AVENUE, #300
VANCOUVER, BC CANADA V6H 1A6
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)( 1): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6‑K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6‑K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6‑K submission or other Commission filing on EDGAR.
Exhibits:
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: September 29, 2025 | BETTERLIFE PHARMA INC. | ||
| By: | /s/ Moira Ong | ||
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| Name: Moira Ong | |
| Title: Chief Financial Officer | |||
| 3 |
EXHIBIT 99.1
MANAGEMENT'S DISCUSSION AND ANALYSIS
Three and Six Months Ended July 31, 2025
This following Management's Discussion and Analysis (“MD&A”) is prepared as of September 26, 2025 and provides a review of the financial condition and results of operations for BetterLife Pharma Inc. (the "Company" or “BetterLife”) for the three and six months ended July 31, 2025. This MD&A should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements and notes thereto for the three and six months ended July 31, 2025 and 2024, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee. The financial information presented in this MD&A is derived from the unaudited condensed consolidated interim financial statements.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This MD&A contains forward-looking information including the Company’s future plans. The use of any of the words “target”, “plans”, “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Such forward looking information, including but not limited to statements pertaining to Company’s future plans and management’s belief as to the Company’s potential involve known and unknown risks, uncertainties and other factors which may cause the actual results of the Company and its operations to be materially different from estimated costs or results expressed or implied by such forward-looking statements. Forward looking information is based on management’s expectations regarding future growth, results of operations, future capital and other expenditures (including the amount, nature and sources of funding for such expenditures), business prospects and opportunities. Forward looking information involves significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: the risks associated with the commercial viability of any products the Company is in the process of developing, delays or changes in plans with respect to any products, costs and expenses, the risk of foreign exchange rate fluctuations, risks associated with securing the necessary regulatory approvals and financing to proceed with any planned business venture, product development, and risks and uncertainties regarding the potential to economically scale and bring to profitability any of the Company’s current or planned endeavors. Although the Company has attempted to take into account important factors that could cause actual costs or results to differ materially, there may be other factors that cause the results of the Company’s business to not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. See the “Risks and Uncertainties” section of this MD&A for a further description of these risks. The forward-looking information included in this MD&A is expressly qualified in its entirety by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking information.
| 1 |
BUSINESS OVERVIEW
BetterLife is a publicly traded corporation incorporated on June 10, 2002 in the Province of British Columbia, Canada under the name “649186 B.C. Ltd.”. On September 9, 2003, the Company changed its name to “Xerxes Health Corp.”. On June 26, 2007, it changed its name to “Neurokine Pharmaceuticals Inc.”. On April 7, 2015, the Company changed its name to “Pivot Pharmaceuticals Inc.” and on December 5, 2019, it changed its name to “BetterLife Pharma Inc.”. The Company’s principal executive office is located at 1275 West 6th Avenue, #300, Vancouver, B.C. Canada V6H 1A6. BetterLife’s common shares are traded on the Canadian Securities Exchange under the symbol “BETR”.
BetterLife is an emerging biotechnology company primarily focused on developing compounds for the treatment of mental disorders. BetterLife is also refining and developing drug candidates from a broad set of complementary interferon-based technologies which have the potential to engage the immune system to fight viral infections.
The Company’s management team has implemented a business-minded and cost-conscious approach to product research and development and will use contract development and manufacturing organizations on a fee for service basis to perform any research, development or production that is required.
Business Developments
On December 18, 2020, the Company acquired 100% of the assets in Nutraneeds LLC (“Nutraneeds”) in an all-stock transaction. The assets acquired address unmet mental health needs through the development of patented next generation psychedelic therapeutics, including the lysergic acid diethylamide (“LSD”) derivative 2-Bromo-LSD.
Product Description and Target Disease
BETR-001’s active chemical is 2-bromo-lysergic acid diethylamide (“2-bromo-LSD”). BETR-001 is a non-hallucinogenic neuroplastogen that is believed to mimic the projected therapeutic potential of LSD without the burden of its hallucinogenic effects. Human clinical trials were conducted several decades ago with 2-bromo-LSD synthesized from LSD. These trials showed that 2-bromo-LSD did not cause hallucinations. There has been accumulating evidence that LSD may be effective in treating neuropsychiatric disorders such as depression and anxiety. LSD’s hallucinogenic properties are believed to arise from its pharmacological effects on the serotonin 5HT2A receptor. The 2-bromo modification on the LSD structure is proposed to alter the pharmacological effect of the compound on the 5HT2A receptor, and lead to 2-bromo-LSD’s non-hallucinogenic properties compared to LSD, while maintaining its therapeutic potential. Previously, 2-bromo-LSD has been tested in studies in humans, mainly in healthy subjects. Most of these studies were conducted in the 1950s. In 2010, a case series study in cluster headaches was reported showing that treatment with 2-bromo-LSD was effective against cluster headaches. The Company plans to develop BETR-001 to treat mental health disorders including but not limited to major depressive disorder, anxiety disorder and neuropathic pain and other neuro-psychiatric and neurological disorders. BETR-001 is orally administered. The Company’s intended goal is to develop BETR-001 as a patient self-administered medication prescribed by a psychiatrist. In terms of regulations, 2-bromo-LSD per se is not usually classified as a controlled substance, but if its synthesis uses LSD as starting material, the synthesis falls under Schedule 1 controlled substance regulations. The Company has developed and uses a manufacturing process pathway that does not use LSD as starting material to make 2-bromo-LSD, a manufacturing process that is protected by the Company’s issued and provisional patents. This manufacturing is therefore not subject to Schedule 1 controlled substance restrictions, and the Company can move ahead with BETR-001 large scale synthesis without these restrictions.
| 2 |
BETR-002’s active pharmaceutical ingredient is dihydrohonokiol-B (“DHH-B”). DHH-B is a derivative of honokiol, which is the active anxiolytic (anti-anxiety) ingredient of magnolia bark extracts. Magnolia bark extracts have been used in traditional Chinese medicines for centuries as anxiolytic medication. Several animal studies on safety and anxiolytic efficacy of honokiol/magnolia bark extract have been published1. Only two human clinical trials have been published on honokiol (given as magnolia bark extract)2. Magnolia bark extract/honokiol is sold as a nutraceutical. DHH-B has been shown in animal studies to have significantly (20x) more anxiolytic activity than its parent molecule honokiol3. Animal studies have also shown that DHH-B does not have the side effects of benzodiazepines4 and not to be addictive like benzodiazepines5. No human clinical trials have been conducted on DHH-B. BETR-002 is DHH-B formulated in the Company’s patented formulation (provisional) to overcome DHH-B’s insolubility and poor bioavailability for potential treatment of anxiety and other neuro-psychiatric disorders. The Company intends to develop DHH-B as a treatment of anxiety related disorders including benzodiazepine dependency.
MM-001 is a topical formulation of recombinant human IFNa2b based on the patented Biphasix™ drug formulation technology. The Biphasix formulation allows stable cream formulation of IFNa2b and its delivery across the dermis/mucosa, with minimal systemic exposure. MM-001 is being developed as topical cream for local intravaginal use to treat HPV-induced Cervical Intraepithelial Neoplasia (“CIN”), the precursor to cervical neoplasia. Current treatments of advanced CIN are all based on invasive surgical procedures. MM-001 is being developed to be a non-invasive, self-administered treatment for CIN, with minimal side effects. Small human MM-001 Phase 1-2 trials have been completed. The IFNa2b used to manufacture the MM-001 in these previous Phase 1-2 trials were sourced from outside the Company. The Company intends to complete the development of its own patent pending recombinant human IFNa2b and use that in future development of MM-001.
MM-003 is a patent pending proprietary recombinant human interferon alpha-2b (“IFNa2b”) inhalation formulation. IFNa2b is a known broad acting anti-viral protein that is normally naturally synthesized by the body’s cells as the first line of defense against viral infections. IFNa2b has been registered and marketed for decades as Intron® A for use as intravenous, intramuscular, sub-cutaneous or intra-lesional injections to treat various kinds of cancers and hepatitis B and C. In recent studies, IFNa2b has been shown to be effective in slowing SARS-CoV-2 viral replication, and a human trial published Friday May 15, 2020 in Frontiers of Immunology titled "Interferon-a2b Treatment for COVID-19", indicated that inhaled IFNa2b had therapeutic efficacy in COVID-19 disease. The Company has developed its own patent pending recombinant human IFNa2b and inhalation formulation, and intends to develop MM-003 as an inhaled IFNa2b for treatment of respiratory viral infections, such as but not limited to COVID-19.
1 Review Sarrica et al 2018
2 Kalman et al 2008; Campus et al 2011
3 Kuribara et al 2000 J Pharm Pharmacol
4 Benzodiazepines include Xanax™, Valium™, Klonopin™ and Ativan™
5 Kuribara et al 2000 J Pharmacol Biochem & Behaviour; Maruyama et al 2001
| 3 |
Product Current Stage of Development
2-bromo-LSD, the active ingredient in BETR-001, as synthesized by others, has been tested in human studies previously, mainly in healthy subjects. Most of these human studies were conducted at the end of the 1950’s and early 1960’s. The CMC (chemistry, manufacturing, controls) specifications of the 2-bromo-LSD in these studies is not known. Therefore, for purposes of US Food and Drug Administration (“FDA”) or other health regulatory authority purposes to start human clinical trials, BETR-001 is classified as a new molecular entity and is currently at the preclinical stage of development.
BETR-002 has not been tested in human studies. It is currently in preclinical stage of development.
The active pharmaceutical ingredient in both MM-001 and MM-003 are the same. It is recombinant human IFNa2b. A proprietary recombinant human IFNa2b produced in E. coli is under development, which will provide the drug substance to be used for both the MM-001 cream or MM-003 inhalation formulations.
For health regulatory authority purposes to start human clinical trials, MM-001 is considered clinical stage and with certain bridging studies (to be confirmed), it can potentially begin Phase 2 studies.
For health regulatory authority purposes to start human clinical trials, MM-003 is considered to be at preclinical stage of development.
Product Current Regulatory Status, Development Strategy and Projected Timelines
BetterLife is currently completing GMP manufacturing of BETR-001 oral capsules. Simultaneously, BetterLife has started and plans to complete all the necessary preclinical and investigational new drug (“IND”) enabling toxicology studies. Upon clearance of the IND, BetterLife currently plans to conduct a randomized placebo controlled Phase 1A clinical trial in healthy volunteers, which will then be followed with a randomized placebo controlled Phase 1B-2 trial in patients with depression or anxiety disorders.
BetterLife intends to set up GMP manufacturing of BETR-002, and alongside complete all the necessary preclinical and IND enabling toxicology studies. The timing of BETR-002 IND and clinical trials is currently under assessment. As currently foreseen, the BETR-002 IND will be followed with a randomized placebo controlled Phase 1 clinical trial in healthy volunteers, which will then be followed with a randomized placebo controlled Phase 2 trial treating benzodiazepine dependency.
The previously completed MM-001 Phase 1-2 trials were conducted using MM-001 which had IFNa2b provided by Merck & Co. under a supply agreement, which is now terminated. The Company is now manufacturing its own proprietary IFNa2b to be used in manufacturing of MM-001 for all future trials. MM-001 has a US IND. The MM-001 IND is currently inactive. With MM-001 manufactured using the Company’s own IFNa2b, the Company plans to file a new IND under which the MM-001 Phase 2b will be conducted in US. The timing of MM-001 IND and clinical trials is currently under reassessment.
The manufacturing and formulation work for MM-003 is currently ongoing. A pre-IND discussion has been conducted with the FDA for use of MM-003 inhalation in COVID-19. Based on FDA feedback, an inhalation GLP toxicology study in rats using MM-003, is under planning. Given the advent of effective SARS-CoV-2 vaccines, the MM-003 development timing and path are being currently reassessed. IFNa2b is a broad acting anti-viral agent, and studies show that it is effective against many viruses. The timing of MM-003 IND and clinical trials is currently under reassessment.
| 4 |
DISCUSSION OF OPERATIONS
Following is a discussion of the Company’s financial results for the three and six months ended July 31, 2025, compared to the comparative periods in the prior fiscal year.
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| THREE MONTHS ENDED |
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| SIX MONTHS ENDED |
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| July 31, 2025 |
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| July 31, 2024 |
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| July 31, 2025 |
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| July 31, 2024 |
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| Revenue |
| $ | nil |
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| $ | nil |
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| $ | nil |
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| $ | nil |
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| Operating expenses |
|
| (521,805 | ) |
|
| (1,168,757 | ) |
|
| (832,488 | ) |
|
| (3,491,408 | ) |
| Other income (expense): |
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| Accretion expense |
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| (19,204 | ) |
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| (164,440 | ) |
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| (49,098 | ) |
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| (191,262 | ) |
| Changes in fair values of warrant liabilities |
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| 65,274 |
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|
| (68,739 | ) |
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| 96,586 |
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|
| (150,174 | ) |
| Gains from extinguishment/ forgiveness of debts |
| nil |
|
| nil |
|
|
| 149,993 |
|
|
| 112,442 |
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| Interest expense |
|
| (28,376 | ) |
|
| (46,348 | ) |
|
| (75,584 | ) |
|
| (82,632 | ) |
| Other |
| nil |
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| nil |
|
|
| (575 | ) |
| nil |
| |||
| Recovery of penalty expense |
| nil |
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| nil |
|
| nil |
|
|
| 305,437 |
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| Net loss |
| $ | (504,111 | ) |
| $ | (1,448,284 | ) |
| $ | (711,166 | ) |
| $ | (3,497,597 | ) |
Net loss for the three and six months ended July 31, 2025 decreased from the prior comparable periods due mainly to a decrease in operating expenses (discussed below). Further contributing to the decrease in net loss were:
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| · | Gains recorded resulting from a change in fair values of warrant liabilities, and |
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| · | Decreases in accretion and interest expense due to convertible debentures with total principal amount of $618,000 being converted into common shares and share purchase warrants during the current period. |
Expenses
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| THREE MONTHS ENDED |
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| SIX MONTHS ENDED |
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| July 31, 2025 |
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| July 31, 2024 |
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| July 31, 2025 |
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| July 31, 2024 |
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| Consulting fees |
| $ | 45,458 |
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| $ | 222,538 |
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| $ | 104,850 |
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| $ | 803,044 |
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| Foreign exchange loss (gain) |
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| 10,175 |
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| 57,724 |
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|
| (149,889 | ) |
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| 113,110 |
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| General and administrative |
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| 78,444 |
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| 76,095 |
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|
| 131,687 |
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|
| 135,879 |
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| Professional fees |
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| 126,292 |
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|
| 270,529 |
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|
| 176,988 |
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| 410,778 |
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| Research and development |
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| 1,578 |
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|
| 270,287 |
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|
| 15,201 |
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| 385,118 |
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| Wages, salaries and employment expenses |
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| 259,858 |
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| 271,584 |
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| 553,651 |
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| 1,643,479 |
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| Operating expenses |
| $ | 521,805 |
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| $ | 1,168,757 |
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| $ | 832,488 |
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| $ | 3,491,408 |
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| 5 |
Operating expenses for the three and six months ended July 31, 2025 decreased from the prior comparable periods. Discretionary consulting fees, professional fees and research and development expenses were minimized to conserve cash. Consulting fees and wages, salaries and employment expenses decreased as the balance for the six months ended July 31, 2024 included share-based payment expenses on 2.2 million of share purchase options, valued at approximately $1.7 million, granted to directors, officers and consultants by MedMelior Inc. (“MedMelior”), subsidiary of the Company. Finally, the Company issued 15 million common shares pursuant to the settlement of accounts payable and amounts due to related parties totaling $1,499,930, of which approximately $550,000 related to US denominated liabilities. The decrease in US denominated liabilities as at July 31, 2025 resulted in a foreign exchange gain being recorded upon conversion of US denominated liabilities into the Company’s presentation currency of Canadian dollars.
The table below presents material components of general and administrative expense:
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| THREE MONTHS ENDED |
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| SIX MONTHS ENDED |
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| July 31, 2025 |
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| July 31, 2024 |
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| July 31, 2025 |
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| July 31, 2024 |
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| Conferences |
| $ | nil |
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| $ | nil |
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| $ | nil |
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| $ | 2,689 |
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| Information technology |
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| 2,863 |
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| 870 |
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| 5,679 |
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| 1,654 |
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| Investor relations |
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| 24,000 |
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| 24,000 |
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| 48,000 |
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| 48,000 |
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| Office |
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| 5,948 |
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| 8,195 |
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| 11,020 |
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| 14,531 |
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| Press release |
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| 7,291 |
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| 7,404 |
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| 13,600 |
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| 13,852 |
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| Public listing expense |
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| 27,168 |
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| 21,158 |
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| 38,842 |
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| 33,439 |
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| Shareholder expense |
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| 8,304 |
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| 9,153 |
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| 8,304 |
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| 11,736 |
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| Telecommunications |
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| 594 |
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| 1,064 |
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| 1,486 |
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| 1,064 |
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| Travel, meals and entertainment |
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| 720 |
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| nil |
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| 1,454 |
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| nil |
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| Website costs |
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| 1,556 |
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| 4,251 |
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| 3,302 |
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| 8,914 |
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| $ | 78,444 |
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| $ | 76,095 |
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| $ | 131,687 |
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| $ | 135,879 |
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There was a small decrease in general and administrative expenses for the six months ended July 31, 2025, whereas general and administrative expenses for the three months ended July 31, 2025 were relatively consistent with the prior period. The decrease during the six months ended July 31, 2025 was due to the following: The Company did not attend any paid conferences during the current period and continued to minimize other discretionary expenses, including website costs.
| 6 |
SUMMARY OF QUARTERLY RESULTS AND FOURTH QUARTER
The following table presents a summary of unaudited quarterly financial information for the last eight consecutive quarters:
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| QUARTERS ENDED |
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| July 31, 2025 |
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| April 30, 2025 |
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| January 31, 2025 |
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| October 31, 2024 |
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| Total revenue |
| $ | nil |
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| $ | nil |
|
| $ | nil |
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| $ | nil |
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| Net income (loss) |
| $ | (504,111 | ) |
| $ | (207,054 | ) |
| $ | (767,058 | ) |
| $ | 642,771 |
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| Net income (loss) per share – basic |
| $ | (0.003 | ) |
| $ | (0.002 | ) |
| $ | (0.006 | ) |
| $ | 0.005 |
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| Net income (loss) per share - diluted |
| $ | (0.003 | ) |
| $ | (0.002 | ) |
| $ | (0.006 | ) |
| $ | 0.005 |
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| QUARTERS ENDED | ||||||||||||||
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| July 31, 2024 |
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| April 30, 2024 |
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| January 31, 2024 |
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| October 31, 2023 |
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| Total revenue |
| $ | nil |
|
| $ | nil |
|
| $ | nil |
|
| $ | nil |
|
| Net income (loss) |
| $ | (1,448,284 | ) |
| $ | (2,049,313 | ) |
| $ | (693,485 | ) |
| $ | (213,736 | ) |
| Net income (loss) per share – basic |
| $ | (0.012 | ) |
| $ | (0.018 | ) |
| $ | (0.006 | ) |
| $ | (0.002 | ) |
| Net income (loss) per share - diluted |
| $ | (0.012 | ) |
| $ | (0.018 | ) |
| $ | (0.006 | ) |
| $ | (0.002 | ) |
Net loss for the quarters ended April 30 and July 31, 2024 were higher than other quarters due mainly to the increase in share-based payment expense related to 2.2 million share purchase options, valued at approximately $1.7 million and granted by MedMelior to officers, directors and consultants.
The Company recorded a net income during the quarter ended October 31, 2024. During this quarter, approximately $759,000 was recorded as a financial guarantee recovery to reflect financial guarantee liability at the amount issued as judgement against the Company by the Superior Court of Quebec (discussed below under “Commitments and Contingencies”). The amount issued as judgement was lower than what the Company had previously estimated. In addition, the Company recorded a gain from legal claim of approximately $557,000 pursuant to the conclusion of claims against the Company and MedMelior in the State and Federal Courts (defined and discussed below under “Commitments and Contingencies”).
Net loss during the quarters ended April 30 and July 31, 2025 decreased from the quarter ended January 31, 2025 as the Company did not record any significant share-based payment expenses and continued its efforts at minimizing expenditures. Other factors, such as gains from extinguishment of debts, fair values of warrant liabilities and foreign exchange effects, also contributed to the decrease in net loss.
LIQUIDITY AND CAPITAL RESOURCES
The Company manages its liquidity risk by reviewing, on an ongoing basis, its capital requirements and capital structure. The Company makes adjustments to its capital structure in light of changes in economic conditions and the risk characteristics of its assets. To maintain or adjust its capital structure, BetterLife may issue new common shares or debenture, acquire or dispose of assets or adjust the amount of cash. While the Company has incurred losses to date, with an accumulated deficit of $119,301,932 at July 31, 2025, management expects to continue to fund its development efforts through its access to public capital markets. However, there can be no assurance that it will gain adequate market acceptance for its projects or be able to generate sufficient positive cash flow to achieve its business plans. Therefore, the Company is subject to risks including, but not limited to, its inability to raise additional funds through equity and/or debt financing to support ongoing operations. See “Risks and Uncertainties”.
| 7 |
Working Capital
The following table presents the Company’s working capital at July 31 and January 31, 2025:
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| July 31, 2025 |
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| January 31, 2025 |
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| Current assets |
| $ | 229,340 |
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| $ | 224,963 |
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| Current liabilities |
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| 5,986,826 |
|
|
| 7,537,997 |
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| Working capital deficiency |
| $ | 5,757,486 |
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| $ | 7,313,034 |
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Working capital deficiency improved as compared to January 31, 2025. During the six months ended July 31, 2025, the Company issued 15 million common shares pursuant to the settlement of accounts payable and amounts due to related parties totaling $1,499,930.
Statements of Cash Flows
The following table presents the Company’s cash flows for the six months ended July 31, 2025 and 2024:
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| SIX MONTHS ENDED |
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| Net cash provided by (used in): |
| July 31, 2025 |
|
| July 31, 2024 |
| ||
| Operating activities |
| $ | (186,556 | ) |
| $ | (1,860,535 | ) |
| Financing activities |
|
| 200,000 |
|
|
| 1,949,440 |
|
| Effect of foreign exchange rate changes on cash |
|
| 539 |
|
|
| 16 |
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| Increase in cash for the period |
| $ | 13,983 |
|
| $ | 88,921 |
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During the six months ended July 31, 2024, the Company issued convertible debentures for net proceeds of $1.2 million and received net proceeds from private placements of $705,000. During the current period, there were no issuances of convertible debentures. Financing activities included $25,000 proceeds from the exercise of warrants, $25,000 proceeds from promissory notes and $150,000 of subscription proceeds. Cash used in operating activities also decreased as a result of a decrease in financing activities.
Commitments and Contingencies
In November 2019, the Company’s former chief executive officer filed an originating application with the Superior Court in the province of Quebec for damages stemming from a termination of employment. The former chief executive officer was seeking payment of amounts totaling approximately $1 million, exercisability of his share purchase options until the original expiry dates, issuance of 600,000 share purchase options and an order that the Company not issue further common shares. In December 2023, this claim was settled for $120,000, which was paid in 12 equal monthly instalments from January 1, 2024 to December 1, 2024.
| 8 |
In March 2021, Olymbec Development Inc. (“Olymbec”) filed a judicial demand before the Superior Court (Civil Division) of Quebec and a judgement for a safeguard order was obtained by Olymbec against Pivot Pharmaceuticals Manufacturing Corp. (“Pivot”), a former subsidiary, and the Company, as guarantor of the lease at 285-295 Kesmark Street, Quebec (the “Lease”), ordering Pivot and the Company to jointly pay the full amount of the Lease on the first day of each month. In May 2021, a judgement for a safeguard order was issued ordering Pivot and the Company to provide post-dated cheques for monthly lease payments for the months of June through November 2021. In June 2021, a judgement granted Pivot and the Company until June 30, 2021 to pay the outstanding lease totaling $124,223 and to deliver post-dated cheques each in the amount of $49,410.51 for monthly lease payments for the months of July through November 2021, which were completed. On October 25, 2023, due to non-payment of rent by Pivot, Olymbec terminated the Lease. An order for Pivot’s bankruptcy (“Pivot Bankruptcy”) was granted on December 11, 2023 by the Superior Court (Commercial Division) of Quebec. On December 16, 2024, the Superior Court (Civil Division) of Quebec issued a judgment ordering the Company to pay Olymbec $367,428.20, representing lease unpaid by Pivot and administrative charges, plus $15,000 as punitive damages. On March 17, 2025, this judgment was registered with the Supreme Court of British Columbia. The Company intends to settle the judgment under terms agreeable by both parties.
The Company is a guarantor on the Lease, which was assigned together with the sale of Pivot in October 2020 pursuant to which the Company has recorded a financial guarantee liability of $382,428 (January 31, 2025 - $382,428).
The Company and MedMelior were named as defendants in a lawsuit before the Supreme Court of the State of New York, New York County (“State Court”) by a former director of MedMelior, who served as director prior to MedMelior’s amalgamation with the Company. This former director filed a verified complaint on January 20, 2022, seeking compensatory and punitive damages in amounts believed by the Company to be in excess of US$2 million and US$10 million, respectively. During March 2022, the Company filed a motion to dismiss the complaint on the basis of inconvenient forum and for lack of jurisdiction. On December 1, 2022, following oral argument on the motion, the State Court dismissed the complaint in its entirety. On April 29, 2022, in response to the Company’s then-pending motion to dismiss, the former director filed a separate, parallel action, naming the Company and MedMelior before the United States District Court for the Southern District of New York (“Federal Court”), asserting substantially the same claims as in the State Court action. On March 3, 2023, the Company filed a motion to dismiss the claims filed in the Federal Court on the basis of inconvenient forum and for lack of jurisdiction. On November 27, 2023, the Federal Court dismissed the claims in their entirety, following which the former director noticed a federal appeal. In November 2024, the former director allowed the time to perfect the federal appeal to lapse. With dismissals by both the State and Federal Courts and the lapse in appeal, the former director’s claims are concluded without any payment or penalties against the Company and MedMelior.
In March 2022, MedMelior filed a notice of civil claim against its former pre-Amalgamation directors in the Supreme Court of British Columbia for breach of fiduciary and statutory duties and breach of contract. Relief sought include general and special damages.
At July 31, 2025, certain of the Company’s research and development programs, with a total contracted amount of $2.10 million, were in progress of which the Company has paid $1.65 million and a further $0.45 million remains to be paid in future periods.
At July 31, 2025, there may be a contingent liability related to potential interest or penalties that vendors may charge on the Company’s aged accounts payables. Due to the absence of reliable estimates for this amount, no provisions have been recorded by the Company.
| 9 |
RISKS AND UNCERTAINTIES
Financial Risks
Credit Risk
Credit risk is the risk of loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s cash is held through reputable financial institutions in Canada and Australia. The carrying amounts of cash represent the maximum exposure to credit risk. As at July 31, 2025, this amounted to $22,163.
Interest Rate Risk
Interest rate risk is the risk that fair values of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages liquidity risk through the management of its capital structure. Accounts payable and accrued liabilities, due to related parties, financial guarantee liability and current portion of loans payable are due within the current operating period.
Currency Risk
Currency risk is the risk of loss due to fluctuation of foreign exchange rates and the effects of these fluctuations on foreign currency denominated monetary assets and liabilities. A 5% change in exchange rates will increase or decrease the Company’s loss by approximately $144,000. The Company does not invest in derivatives to mitigate these risks.
Business Risks
The Company is exposed to a number of “Risk Factors”, which are summarized below:
|
| · | There is substantial doubt as to whether the Company will continue operations. If the Company discontinues operations, shareholders could lose their investment. |
|
| · | The Company has incurred operating losses in each year since inception and may continue to incur substantial and increasing losses for the foreseeable future. The Company also has negative capital cash flows from operating activities. If the Company cannot generate sufficient revenues to operate profitably or with positive cash flow from operating activities, it may suspend or cease its operations. |
|
| · | The Company will require substantial additional funds to complete its development and commercialization activities, and if such funds are not available, the Company may need to significantly curtail or cease operations. |
|
| · | The Company’s inability to complete its development projects in a timely manner could have a material adverse effect of the results of operations, financial condition and cash flows. |
|
| · | The Company may not commence or complete clinical testing for any of its prospective pharmaceutical products and the commercial value of any clinical study will depend significantly upon the Company’s choice of indication and patient population selection. If BetterLife is unable to commence or complete clinical testing or if it makes a poor choice in terms of clinical strategy, the Company may never achieve revenues. |
| 10 |
|
| · | The Company will rely on third parties to conduct its research, development and manufacturing activities. If these third parties do not perform as contractually required, fail to meet the Company’s manufacturing requirements and applicable regulatory requirements or otherwise expected, the Company may not be able to commercialize its products, which may prevent the Company from becoming profitable. |
|
| · | If the Company is unable to establish a sales, marketing and distribution infrastructure or enter into collaborations with partners to perform these functions, it may not be successful in commercializing its product candidates. |
|
| · | The Company’s product candidates may never gain market acceptance, which could prevent the Company from generating revenues. |
|
| · | The Company faces potential product liability exposure, and any claim brought against the Company may cause it to divert resources from normal operations or terminate selling, distributing and marketing any of its products. This may cause BetterLife to cease its operations as it relates to that product. |
|
| · | The manufacturing of all of the Company’s products will be subject to ongoing regulatory requirements, and may therefore be the subject of regulatory or enforcement action. The associated costs could prevent the Company from achieving its goals or becoming profitable. |
|
| · | Since certain of the Company’s directors are located outside of Canada, shareholders may be limited in their ability to enforce Canadian civil actions against the Company’s directors for damages to the value of their investment. |
|
| · | The Company plans to indemnify its directors and officers against liability to the Company and its security holders, and such indemnification could increase its operating costs. |
|
| · | The Company has no sources of product revenue and it will not be able to maintain operations and research and development without sufficient funding. |
|
| · | The Company is highly dependent upon certain key personnel and their loss could adversely affect the Company’s ability to achieve its business objectives. |
|
| · | If the Company breaches any of the agreements under which it licenses rights to product candidates or technology from third parties, it can lose license rights that are important to its business. The Company’s current license agreements may not provide an adequate remedy for breach by the licensor. |
|
| · | Preclinical and clinical drug development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results and the Company’s product candidates may not have favorable results in later trials or in the commercial setting. |
|
| · | If the Company is unable to enroll subjects in clinical trials, it will be unable to complete these trials on a timely basis. |
|
| · | If the Company’s competitors develop and market products that are more effective than the Company’s existing product candidates or any products that it may develop, or obtain marketing approval before the Company does, the Company’s products may be rendered obsolete or uncompetitive. |
|
| · | The Company relies on contract manufacturers over whom it has limited control. If the Company is subject to quality, cost or delivery issues with the preclinical and clinical grade materials supplied by contract manufacturers, its business operations could suffer significant harm. |
|
| · | The Company’s future success is dependent primarily on the regulatory approval of a single product. |
|
| · | The Company will be subject to extensive government regulation that will increase the cost and uncertainty associated with gaining final regulatory approval of its product candidates. |
| 11 |
|
| · | The Company’s products may become subject to unfavorable pricing regulations, third-party coverage and reimbursement practices or healthcare reform initiatives, thereby having an adverse effect on its business. |
|
| · | Negative results from clinical trials or studies of others and adverse safety events involving the targets of the Company’s products may have an adverse impact on future commercialization efforts. |
|
| · | The Company faces the risk of product liability claims, which could exceed its insurance coverage and produce recalls, each of which could deplete cash resources. |
|
| · | Changes in government regulations, although beyond the Company’s control, could have an adverse effect on its business. |
|
| · | The Company’s discovery and development processes may involve the use of companion diagnostics or biomarkers. |
|
| · | Significant disruption in availability of key components for ongoing preclinical and clinical studies could considerably delay completion of potential clinical trials, product testing and regulatory approval of potential product candidates. |
|
| · | The Company’s products or technologies may need to be used in connection with third-party technologies or products. |
|
| · | The Company may pursue other business opportunities in order to develop its business and/or products. |
|
| · | Generally, a litigation risk exists for any company that may compromise its ability to conduct the Company’s business. |
|
| · | The Company’s success depends on its ability to effectively manage its growth. |
|
| · | It may be difficult for non-Canadian investors to obtain and enforce judgments against the Company because of its Canadian incorporation and presence. |
|
| · | Significant disruptions of information technology systems or security breaches could adversely affect the Company’s business. |
Risks Related to the Company’s Intellectual Property
|
| · | If the Company is unable to maintain and enforce its proprietary intellectual property rights, it may not be able to operate profitably. |
|
| · | If the Company is the subject of an intellectual property infringement claim, the cost of participating in any litigation could cause the Company to go out of business. |
|
| · | The Company may, in the future, be required to license patent rights from third-party owners in order to develop its products candidates. If the Company cannot obtain those licenses or if third party owners do not properly maintain or enforce the patents underlying such licenses, the Company may not be able to market or sell its planned products. |
|
| · | The Company’s reliance on third parties requires it to share its trade secrets, which increases the possibility that a competitor will discover them. |
Risks Associated with BetterLife’s Securities
|
| · | Trading on the OTC Bulletin Board and the Canadian Securities Exchange (the “CSE”) may be volatile and sporadic, which could depress the market price of the Company’s common shares and make it difficult for its shareholders to resell their shares. |
|
| · | The Company’s common share is or may be considered a penny stock. Trading of BetterLife’s common shares may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a shareholder’s ability to buy and sell their shares. |
|
| · | Shareholders will experience dilution or subordinated stockholder rights, privileges and preferences as a result of the Company’s financing efforts. |
|
| · | The Company does not intend to pay dividends and there will thus be fewer ways in which shareholders are able to make a gain on their investment, if at all. |
|
| · | The price of the Company’s shares may be subject to fluctuation in the future based on market conditions. |
The Company has sought to identify what it believes to be the most significant risks to its business, but it cannot predict whether, or to what extent, any of such risks may be realized nor can it guarantee that it has identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to BetterLife’s common shares.
| 12 |
OFF BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on the Company’s financial condition, results of operations or cash flows.
TRANSACTIONS BETWEEN RELATED PARTIES
During the three and six months ended July 31, 2025, BetterLife entered into transactions and had outstanding balances with various related parties. The transactions with related parties are in the normal course of business.
Key Management Compensation
Key management includes those persons having authority and responsibility for planning, directing and controlling the activities, directly or indirectly, of the Company and includes the chief executive officer, chief operating officer and chief financial officer. During the three and six months ended July 31, 2025, compensation of key management and directors of the Company, consisting of salaries, director fees and share-based payments, totaled $289,953 and $603,045, respectively (three and six months ended July 31, 2024 - $349,034 and $1,864,352, respectively), of which $54,133 and $92,831, respectively, were share-based payments related to long-term incentive plans (three and six months ended July 31, 2024 - $93,584 and $1,354,295, respectively). Key management compensation for the three and six months ended July 31, 2025 was accrued in the Company’s condensed consolidated interim financial statements and remain unpaid. During the six months ended July 31, 2025:
|
| · | 900,000 share purchase options were granted to directors (six months ended July 31, 2025 – nil). |
|
| · | 2,090,000 share purchase options for officers and directors expired (six months ended July 31, 2024 – nil). |
|
| · | MedMelior did not grant any share purchase options to the Company’s officers and directors (six months ended July 31, 2024 – 1,800,000).. |
Other Related Party Transactions
At July 31, 2025, the Company owed $943,296 to key management and directors (January 31, 2025 - $1,476,700), of which $94,701 bear interest at 8% per annum (January 31, 2025 - $408,332).
During the six months ended July 31, 2025:
|
| · | Accrued interest totaling $1,788 of convertible debentures originally issued to the Company’s Chief Executive Officer in December 2023 and March 2024 were converted into a total of 17,877 common shares and 17,877 share purchase warrants. |
|
| · | The Company issued $275,000 of promissory notes to a director and its Chief Executive Officer. Included in promissory notes is accrued interest of $2,532 owed to this director and Chief Executive Officer. |
|
| · | The Company issued 10,308,039 common shares pursuant to the settlement of amounts due to directors and officers totaling $1,030,804. |
| 13 |
During the six months ended July 31, 2024:
|
| · | Outstanding compensation to the Company’s officers totaling $284,000 were settled through the issuance of 1,893,333 common shares of MedMelior. |
|
| · | $125,000 and $100,000 of convertible debentures originally issued to the Company’s Chief Executive Officer in December 2023 and March 2024, respectively, were converted into a total of 2,250,000 common shares and 2,250,000 share purchase warrants. |
|
| · | The Company issued 500,000 common shares and 500,000 share purchase warrants to its Chief Executive Officer for gross proceeds of $50,000. |
|
| · | $107,904 of accrued advisory fees to directors were forgiven. |
|
| · | The Company issued convertible debentures of $100,000 to its Chief Executive Officer. |
PROPOSED TRANSACTIONS
There are none.
CRITICAL ACCOUNTING ESTIMATES
Critical accounting estimates are estimates and assumptions made by management that may result in material adjustments to the carrying amount of assets and liabilities within the next financial year. Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments.
The following are the critical judgments and estimates that management have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the condensed consolidated interim financial statements:
|
| · | Expense or capitalization of research and development expenditures; |
|
| · | Impairment of non-financial assets; |
|
| · | Estimation of interest and penalties on aged accounts payables and estimation of provisions and contingent liabilities; |
|
| · | Fair value of convertible debentures; |
|
| · | Assessment of functional currency; |
|
| · | Determination of share-based payment expenses; |
|
| · | Allocation of proceeds from issuance of units between common shares and warrants; and |
|
| · | Assessment of going concern. |
| 14 |
CHANGES IN ACCOUNTING POLICIES
New Accounting Standards and Interpretations
The following new accounting standards and interpretations will be adopted by the Company subsequent to July 31, 2025.
IFRS 18 – Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1 Presentation of Financial Statements. IFRS 18 will establish a revised structure for the consolidated statements of comprehensive income and improve comparability across entities and reporting periods. IFRS 18 is effective for annual periods beginning on or after January 1, 2027, with early adoption permitted. The new standard is required to be adopted retroactively, with certain transition provisions. The Company is evaluating the impact of adopting IFRS 18 on the condensed consolidated interim financial statements.
IFRS 9 – Financial Instruments and IFRS 7 – Financial Instruments: Disclosures
In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, to provide further guidance on the timing of recognition and derecognition of financial instruments at settlement date, except for regular way purchases or sales of financial assets, and certain financial liabilities meeting conditions for a new exception which permits companies to elect to derecognize certain financial liabilities settled via electronic payment systems earlier than the settlement date. Additional guidance was also provided on assessing whether a financial asset meets the solely payments of principal and interest criterion, and issued new disclosure requirements. This amendment is effective for annual periods beginning on or after January 1, 2026, with early adoption permitted. The Company is evaluating the impact of the standard on the Company's condensed consolidated interim financial statements.
FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS
In accordance with IFRS, financial assets are classified into one of the following categories: amortized cost, fair value through other comprehensive income or fair value through profit or loss. Accounts receivable, excluding tax receivables, are classified as amortized cost. Their carrying values approximate fair value due to their limited time to maturity and ability to convert them to cash in the normal course. Financial liabilities are measured at amortized cost, unless they are required to be measured at fair value through profit or loss. The Company’s accounts payable and accrued liabilities, due to related parties, financial guarantee liability, convertible debentures and loans payable are measured at amortized cost. The Company’s warrant liabilities are measured at FVTPL. The carrying values of accounts receivable excluding tax receivables, due to related parties, amounts payable and accrued liabilities and financial guarantee liability approximate the fair values due to the short-term nature of these items. The fair values of convertible debentures and loans payable are partially derived from market interest rates. The risk of material change in fair value is not considered to be significant due to a relatively short-term nature.
| 15 |
BetterLife recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At the end of each reporting period, the Company reviews the carrying amounts of long-lived assets to determine whether there is an indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment charge (if any). The recoverable amount is the higher of the fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is determined to be less than its recorded amount, the recorded amount of the asset is reduced to its recoverable amount. An impairment charge is recognized immediately in the condensed consolidated interim statement of loss and comprehensive loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to a maximum amount equal to the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years.
The Company classifies and discloses fair value measurements based on a three-level hierarchy:
| a. | Level 1 – inputs are unadjusted quoted prices in active markets for identical assets or liabilities; |
| b. | Level 2 – inputs other than quoted prices in Level 1 that are observable for the asset or liability, either directly or indirectly; and |
| c. | Level 3 – inputs for the asset or liability are not based on observable market data. |
The Company has determined the estimated fair values of its financial instruments based upon appropriate valuation methodologies. At July 31 and January 31, 2025, cash was measured and recognized in the condensed consolidated interim statements of financial position using Level 1 inputs in the fair value hierarchy and warrant liabilities were measured and recognized in the condensed consolidated interim statements of financial position at fair values that are categorized as Level 3 in the fair value hierarchy.
SHARE DATA
The following table sets forth the outstanding common share, warrants, special warrants, compensation options, stock options and performance share units data for the Company as at September 26, 2025:
|
|
| Authorized |
| Issued |
| |
| Common shares |
| Unlimited |
|
| 151,838,732 |
|
| Warrants |
|
|
|
| 52,874,809 |
|
| Stock options |
|
|
|
| 10,895,000 |
|
| Performance share units |
|
|
|
| 6,025,000 |
|
ADDITIONAL INFORMATION
Additional information relating to the Company, including the Company's audited year-end financial results and unaudited quarterly financial results, can be accessed on SEDAR (www.sedar.com) and in the United States on EDGAR (www.sec.gov/edgar).
| 16 |
EXHIBIT 99.2
BETTERLIFE PHARMA INC.
Condensed Consolidated Interim Financial Statements
Three and six months ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
| 1 |
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.
The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Professional Accountants for a review of interim financial statements by an entity’s auditor.
| 2 |
BETTERLIFE PHARMA INC.
Condensed Consolidated Interim Statements of Financial Position
(Expressed in Canadian dollars)
(Unaudited)
|
|
| July 31, 2025 $ |
|
| January 31, 2025 $ |
| ||
| Assets |
|
|
|
| ||||
|
|
|
|
|
|
|
| ||
| Current assets |
|
|
|
|
|
| ||
| Cash |
|
| 22,163 |
|
|
| 8,180 |
|
| Accounts receivable |
|
| 9,198 |
|
|
| 11,644 |
|
| Prepaids and other current assets |
|
| 197,979 |
|
|
| 205,139 |
|
|
|
|
|
|
|
|
|
|
|
| Total assets |
|
| 229,340 |
|
|
| 224,963 |
|
|
|
|
|
|
|
|
|
|
|
| Liabilities and Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Current liabilities |
|
|
|
|
|
|
|
|
| Accounts payable and accrued liabilities |
|
| 3,855,020 |
|
|
| 4,495,328 |
|
| Due to related parties (Note 14) |
|
| 943,296 |
|
|
| 1,476,700 |
|
| Financial guarantee liability (Note 15(c)) |
|
| 382,428 |
|
|
| 382,428 |
|
| Convertible debentures (Note 5) |
|
| 258,160 |
|
|
| 820,553 |
|
| Loans payable (Note 6) |
|
| 54,041 |
|
|
| 50,052 |
|
| Promissory notes (Note 7) |
|
| 277,531 |
|
|
| – |
|
| Warrant liabilities (Notes 9(a) and 9(b)) |
|
| 216,350 |
|
|
| 312,936 |
|
|
|
|
|
|
|
|
|
|
|
| Total current liabilities |
|
| 5,986,826 |
|
|
| 7,537,997 |
|
|
|
|
|
|
|
|
|
|
|
| Non-current liabilities |
|
|
|
|
|
|
|
|
| Loans payable (Note 6) |
|
| 53,613 |
|
|
| 49,115 |
|
|
|
|
|
|
|
|
|
|
|
| Total liabilities |
|
| 6,040,439 |
|
|
| 7,587,112 |
|
|
|
|
|
|
|
|
|
|
|
| Deficit |
|
|
|
|
|
|
|
|
| Common shares (Note 8) |
|
| 81,958,278 |
|
|
| 79,965,358 |
|
| Subscriptions received (Note 8(d)) |
|
| 193,100 |
|
|
| 43,100 |
|
| Reserves (Note 11) |
|
| 27,833,960 |
|
|
| 27,714,189 |
|
| Accumulated other comprehensive income |
|
| 195,361 |
|
|
| 195,825 |
|
| Accumulated deficit |
|
| (119,301,932 | ) |
|
| (118,596,001 | ) |
|
|
|
|
|
|
|
|
|
|
| Deficit attributable to shareholders |
|
| (9,121,233 | ) |
|
| (10,677,529 | ) |
| Non-controlling interests |
|
| 3,310,134 |
|
|
| 3,315,380 |
|
|
|
|
|
|
|
|
|
|
|
| Total deficit |
|
| (5,811,099 | ) |
|
| (7,362,149 | ) |
|
|
|
|
|
|
|
|
|
|
| Total liabilities and deficit |
|
| 229,340 |
|
|
| 224,963 |
|
Nature of operations and going concern (Note 1) and commitments and contingencies (Note 15)
Approved on behalf of the Board of Directors
“Robert Metcalfe” Director
“Ralph Anthony Pullen” Director
(The accompanying notes are an integral part of these condensed consolidated interim financial statements)
| 3 |
BETTERLIFE PHARMA INC.
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
(Expressed in Canadian dollars)
(Unaudited)
|
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
|
| July 31, 2025 $ |
|
| July 31, 2024 $ |
|
| July 31, 2025 $ |
|
| July 31, 2024 $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Consulting fees |
|
| 45,458 |
|
|
| 222,538 |
|
|
| 104,850 |
|
|
| 803,044 |
|
| Foreign exchange loss (gain) |
|
| 10,175 |
|
|
| 57,724 |
|
|
| (149,889 | ) |
|
| 113,110 |
|
| General and administrative |
|
| 78,444 |
|
|
| 76,095 |
|
|
| 131,687 |
|
|
| 135,879 |
|
| Professional fees |
|
| 126,292 |
|
|
| 270,529 |
|
|
| 176,988 |
|
|
| 410,778 |
|
| Research and development |
|
| 1,578 |
|
|
| 270,287 |
|
|
| 15,201 |
|
|
| 385,118 |
|
| Wages, salaries and employment expenses |
|
| 259,858 |
|
|
| 271,584 |
|
|
| 553,651 |
|
|
| 1,643,479 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total expenses |
|
| 521,805 |
|
|
| 1,168,757 |
|
|
| 832,488 |
|
|
| 3,491,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss from operations |
|
| (521,805 | ) |
|
| (1,168,757 | ) |
|
| (832,488 | ) |
|
| (3,491,408 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accretion expense (Notes 5 and 6) |
|
| (19,204 | ) |
|
| (164,440 | ) |
|
| (49,098 | ) |
|
| (191,262 | ) |
| Changes in fair values of warrant liabilities (Notes 9(a) and 9(b)) |
|
| 65,274 |
|
|
| (68,739 | ) |
|
| 96,586 |
|
|
| (150,174 | ) |
| Gains from extinguishment/forgiveness of debts (Notes 8(c) and 14) |
|
| – |
|
|
| – |
|
|
| 149,993 |
|
|
| 112,442 |
|
| Interest expense |
|
| (28,376 | ) |
|
| (46,348 | ) |
|
| (75,584 | ) |
|
| (82,632 | ) |
| Other |
|
| – |
|
|
| – |
|
|
| (575 | ) |
|
| – |
|
| Penalties recovery |
|
| – |
|
|
| – |
|
|
| – |
|
|
| 305,437 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total other income (expenses) |
|
| 17,694 |
|
|
| (279,527 | ) |
|
| 121,322 |
|
|
| (6,189 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss for the period |
|
| (504,111 | ) |
|
| (1,448,284 | ) |
|
| (711,166 | ) |
|
| (3,497,597 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive loss to be reclassified to profit and loss subsequently |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency translation adjustment of foreign operations |
|
| 735 |
|
|
| 661 |
|
|
| (475 | ) |
|
| (29,120 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Comprehensive loss for the period |
|
| (503,376 | ) |
|
| (1,447,623 | ) |
|
| (711,641 | ) |
|
| (3,526,717 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shareholders |
|
| (494,476 | ) |
|
| (1,439,459 | ) |
|
| (705,931 | ) |
|
| (3,386,269 | ) |
| Non-controlling interests (Note 12) |
|
| (9,635 | ) |
|
| (8,825 | ) |
|
| (5,235 | ) |
|
| (111,328 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (504,111 | ) |
|
| (1,448,284 | ) |
|
| (711,166 | ) |
|
| (3,497,597 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Comprehensive loss attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shareholders |
|
| (493,841 | ) |
|
| (1,438,991 | ) |
|
| (706,395 | ) |
|
| (3,415,274 | ) |
| Non-controlling interests (Note 12) |
|
| (9,535 | ) |
|
| (8,623 | ) |
|
| (5,246 | ) |
|
| (111,443 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (503,376 | ) |
|
| (1,447,623 | ) |
|
| (711,641 | ) |
|
| (3,526,717 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss per share, basic and diluted |
|
| (0.003 | ) |
|
| (0.012 | ) |
|
| (0.005 | ) |
|
| (0.030 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average shares outstanding, basic and diluted |
|
| 149,707,356 |
|
|
| 120,451,347 |
|
|
| 140,038,341 |
|
|
| 118,209,713 |
|
(The accompanying notes are an integral part of these condensed consolidated interim financial statements)
| 4 |
BETTERLIFE PHARMA INC.
Condensed Consolidated Interim Statements of Changes in Deficit
(Expressed in Canadian dollars)
(Unaudited)
|
|
| Common Shares |
|
| Subscriptions |
|
|
|
| Accumulated Other Comprehensive Income - Foreign Currency |
|
|
|
|
|
| Non-controlling |
|
| Total |
| |||||||||||||||
|
|
| Shares # |
|
| Amount $ |
|
| Received $ |
|
| Reserves $ |
|
| Translation $ |
|
| Deficit $ |
|
| Total $ |
|
| Interests $ |
|
| Deficit $ |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| Balance – January 31, 2024 |
|
| 115,825,302 |
|
|
| 78,459,590 |
|
|
| – |
|
|
| 25,581,211 |
|
|
| 226,391 |
|
|
| (115,075,713 | ) |
|
| (10,808,521 | ) |
|
| 3,112,754 |
|
|
| (7,695,767 | ) |
| Common shares issued for cash (Notes 8(g), 8(h) and 14) |
|
| 7,050,000 |
|
|
| 705,000 |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| 705,000 |
|
|
| – |
|
|
| 705,000 |
|
| Subscriptions received (Note 12) |
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| 20,240 |
|
|
| 20,240 |
|
| Settlement of accounts payable and due to related parties (Note 8(e)) |
|
| 218,750 |
|
|
| 19,688 |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| 19,688 |
|
| – 284,000 |
|
|
| 303,688 |
| |
| Equity component of convertible debentures (Note 5) |
|
| – |
|
|
| – |
|
|
| – |
|
|
| 321,748 |
|
|
| – |
|
|
| – |
|
|
| 321,748 |
|
|
| – |
|
|
| 321,748 |
|
| Warrants granted as issue costs for convertible debentures (Notes 5(b), 5(c) and 5(e)) |
|
| – |
|
|
| – |
|
|
| – |
|
|
| 14,606 |
|
|
| – |
|
|
| – |
|
|
| 14,606 |
|
| – – |
|
|
| 14,606 |
| |
| Common shares issued for conversion of debentures (Notes 5(a), 5(b), 5(c), 8(f) and 13) |
|
| 6,369,041 |
|
|
| 636,904 |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| 636,904 |
|
| – – |
|
|
| 636,904 |
| |
| Share-based payments (Note 11) |
|
| – |
|
|
| – |
|
|
| – |
|
|
| 1,648,140 |
|
|
| – |
|
|
| – |
|
|
| 1,648,140 |
|
|
| – |
|
|
| 1,648,140 |
|
| Foreign currency translation adjustment of foreign operations |
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| (29,005 | ) |
|
| – |
|
|
| (29,005 | ) |
|
| (115 | ) |
|
| (29,120 | ) |
| Net loss |
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| (3,386,269 | ) |
|
| (3,386,269 | ) |
|
| (111,328 | ) |
|
| (3,497,597 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance – July 31, 2024 |
|
| 129,463,093 |
|
|
| 79,821,182 |
|
|
| – |
|
|
| 27,565,705 |
|
|
| 197,386 |
|
|
| (118,461,982 | ) |
|
| (10,877,709 | ) |
|
| 3,305,551 |
|
|
| (7,572,158 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
| Balance – January 31, 2025 |
|
| 129,573,385 |
|
|
| 79,965,358 |
|
|
| 43,100 |
|
|
| 27,714,189 |
|
|
| 195,825 |
|
|
| (118,596,001 | ) |
|
| (10,677,529 | ) |
|
| 3,315,380 |
|
|
| (7,362,149 | ) |
| Settlement of accounts payable and due to related parties (Notes 8(c) and 14) |
|
| 14,999,303 |
|
|
| 1,349,937 |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| 1,349,937 |
|
|
| – |
|
|
| 1,349,937 |
|
| Exercise of warrants (Note 8(b)) |
|
| 250,000 |
|
|
| 27,348 |
|
|
| – |
|
|
| (2,348 | ) |
|
| – |
|
|
| – |
|
|
| 25,000 |
|
| – – |
|
|
| 25,000 |
| |
| Common shares issued on conversion of debentures (Notes 5(a), 5(c), 5(d) and 8(a)) |
|
| 7,016,042 |
|
|
| 615,635 |
|
|
| – |
|
|
| 19,286 |
|
|
| – |
|
|
| – |
|
|
| 634,921 |
|
| – – |
|
|
| 634,921 |
| |
| Subscriptions received (Note 8(d) and 14) |
|
| – |
|
|
| – |
|
|
| 150,000 |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| 150,000 |
|
|
| – |
|
|
| 150,000 |
|
| Share-based payments (Note 11) |
|
| – |
|
|
| – |
|
|
| – |
|
|
| 102,833 |
|
|
| – |
|
|
| – |
|
|
| 102,833 |
|
|
| – |
|
|
| 102,833 |
|
| Foreign currency translation adjustment of foreign operations |
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| (464 | ) |
|
| – |
|
|
| (464 | ) |
|
| (11 | ) |
|
| (475 | ) |
| Net loss |
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| (705,931 | ) |
|
| (705,931 | ) |
|
| (5,235 | ) |
|
| (711,166 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance – July 31, 2025 |
|
| 151,838,730 |
|
|
| 81,958,278 |
|
|
| 193,100 |
|
|
| 27,833,960 |
|
|
| 195,361 |
|
|
| (119,301,932 | ) |
|
| (9,121,233 | ) |
|
| 3,310,134 |
|
|
| (5,811,099 | ) |
(The accompanying notes are an integral part of these condensed consolidated interim financial statements)
| 5 |
BETTERLIFE PHARMA INC.
Condensed Consolidated Interim Statements of Cash Flows
(Expressed in Canadian dollars)
(Unaudited)
|
|
| Six Months Ended |
| |||||
|
|
| July 31, 2025 $ |
|
| July 31, 2024 $ |
| ||
| Operating activities |
|
|
|
| ||||
|
|
|
|
|
|
|
| ||
| Net loss |
|
| (711,641 | ) |
|
| (3,497,597 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
| Accretion |
|
| 49,098 |
|
|
| 191,262 |
|
| Changes in fair values of warrant liabilities |
|
| (96,586 | ) |
|
| 150,174 |
|
| Foreign exchange (gain) loss |
|
| (149,889 | ) |
|
| 113,110 |
|
| Gain from extinguishment/forgiveness of debts |
|
| (149,993 | ) |
|
| (112,442 | ) |
| Interest expense |
|
| (51,797 | ) |
|
| - |
|
| Share-based payments |
|
| 102,833 |
|
|
| 1,648,140 |
|
| Changes in working capital accounts: |
|
|
|
|
|
|
|
|
| Accounts receivable |
|
| 2,431 |
|
|
| 14,567 |
|
| Prepaids and other current assets |
|
| 7,160 |
|
|
| (50,580 | ) |
| Accounts payable and accrued liabilities |
|
| 64,314 |
|
|
| (297,350 | ) |
| Due to related parties |
|
| 747,514 |
|
|
| (19,819 | ) |
| Net cash used in operating activities |
|
| (186,556 | ) |
|
| (1,860,535 | ) |
|
|
|
|
|
|
|
|
|
|
| Financing activities |
|
|
|
|
|
|
|
|
| Proceeds from issuance of units, net |
|
| – |
|
|
| 705,000 |
|
| Proceeds from subscription received |
|
| 150,000 |
|
|
| – |
|
| Proceeds from subscriptions received by MedMelior |
|
| – |
|
|
| 20,240 |
|
| Proceeds from convertible debentures, net |
|
| – |
|
|
| 1,224,200 |
|
| Proceeds from exercise of warrants |
|
| 25,000 |
|
|
| – |
|
| Proceeds from promissory notes |
|
| 25,000 |
|
|
| – |
|
| Net cash provided by financing activities |
|
| 200,000 |
|
|
| 1,949,440 |
|
|
|
|
|
|
|
|
|
|
|
| Effects of exchange rate changes on cash |
|
| 539 |
|
|
| 16 |
|
|
|
|
|
|
|
|
|
|
|
| Net change in cash |
|
| 13,983 |
|
|
| 88,921 |
|
| Cash – beginning of period |
|
| 8,180 |
|
|
| 37,384 |
|
| Cash – end of period |
|
| 22,163 |
|
|
| 126,305 |
|
Supplemental cash flow disclosures (Note 13)
(The accompanying notes are an integral part of these condensed consolidated interim financial statements)
| 6 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
1. Nature of Operations and Going Concern
BetterLife Pharma Inc. (the “Company”) was incorporated in British Columbia under the Business Corporations Act on June 10, 2002 whose common shares are publicly traded on the Canadian Securities Exchange under the symbol “BETR” and on the OTCQB under the symbol “BETRF”. The Company is a biopharmaceutical company engaged in the development of patented pharmaceuticals.
These condensed consolidated interim financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.
As at July 31, 2025, the Company has not earned any revenue and has an accumulated deficit of $119,301,932 (January 31, 2025 - $118,596,001). During the three and six months ended July 31, 2025, the Company incurred a net loss of $504,111 and $711,166, respectively (three and six months ended July 31, 2024 – $1,448,284 and $3,497,597, respectively). During the six months ended July 31, 2025, the Company also incurred negative cash flows from operating activities of $286,556 (six months ended July 31, 2024 - $1,860,535). As at July 31, 2025, the Company’s current liabilities exceeded its current assets by $5,757,486 (January 31, 2025 - $7,313,034).
To date, the Company has funded operations through equity offerings and debt financings. As the Company is pre-commercialization and has limited liquidity, it is exploring alternatives to address its limited liquidity, including potential merger or business combinations in addition to equity and debt financings. There can be no assurances that any of the explored alternatives would be successful.
The continued operations and future viability of the Company are dependent on the ability:
|
| · | To raise cash flows from financing activities to cover operating losses and liabilities as they come due; |
|
| · | To negotiate flexible payment terms with suppliers; and |
|
| · | To cut costs to achieve its plans. |
Management intends to continue to pursue additional financing through issuances of equity or debentures. There is no assurance that additional funding will be available on a timely basis or on terms acceptable to the Company. These events or conditions indicate that a material uncertainty exists that casts substantial doubt on the Company’s ability to continue as a going concern and ultimately on the appropriateness of the use of accounting policies applicable to a going concern. These condensed consolidated interim financial statements do not reflect the adjustments or reclassifications of assets and liabilities which would be necessary if the Company were unable to continue its operations. Such adjustments could be material.
The head office and principal address of the Company is located at 1275 West 6th Avenue, #300, Vancouver, BC, Canada, V6H 1A6.
2. Material Accounting Policies
|
| (a) | Basis of Compliance |
|
|
|
|
|
|
| These condensed consolidated interim financial statements have been prepared in accordance with IFRS® Accounting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee (“IFRIC”). |
| 7 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
2. Material Accounting Policies (continued)
|
|
| These condensed consolidated interim financial statements are unaudited and have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, using accounting policies which are consistent with IFRS as issued by the IASB. They do not include all of the information required for full annual consolidated financial statements in compliance with IAS 1, Presentation of Financial Statements.
These condensed consolidated interim financial statements follow the same accounting policies and methods of application as the most recent annual audited consolidated financial statements for the year ended January 31, 2025 and should be read in conjunction with those audited consolidated financial statements. These condensed consolidated interim financial statements were approved by the Board of Directors and authorized for issue on September 26, 2025. |
|
|
|
|
|
| (b) | Basis of Measurement and Presentation |
|
|
|
|
|
|
| These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value and are presented in Canadian dollars. |
|
| (c) | Basis of Consolidation |
|
|
|
|
|
|
| Subsidiaries The condensed consolidated interim financial statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are fully consolidated from the date on which the Company obtains control and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same period as the parent company, using consistent accounting policies. The Company has consolidated the assets, liabilities, revenues and expenses of its subsidiaries after the elimination of inter-company transactions and balances.
The consolidating entities include: |
|
| % of ownership |
| Jurisdiction |
|
|
|
|
|
| BetterLife Pharma Inc. | Parent |
| Canada |
| MedMelior Inc. | 91% |
| Canada |
| Blife Therapeutics Inc. | 100% |
| Canada |
| BetterLife Pharma US Inc. (dissolved April 2024) | 100% |
| U.S.A. |
| Altum Pharma (Australia) Pty Ltd. | 100%(1) |
| Australia |
| Altum Pharmaceuticals (HK) Limited | 100%(1) |
| Hong Kong |
|
| (1) | Wholly-owned subsidiaries of MedMelior Inc. |
|
|
|
|
|
| Non-controlling interests Non-controlling interests (“NCI”) represents the non-controlling shareholders’ portion of the net assets and net loss of MedMelior Inc. (“MedMelior”) and its wholly-owned subsidiaries. Changes to the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. | |
| 8 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
2. Material Accounting Policies (continued)
|
| (d) | Use of Estimates and Judgments |
|
|
|
|
|
|
| The preparation of the condensed consolidated interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may 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.
For critical judgments used by management, refer to the Company’s most recent annual consolidated financial statements for the year ended January 31, 2025. |
|
|
|
|
|
| (e) | Foreign Currency |
|
|
|
|
|
|
| The Company’s presentation currency is the Canadian dollar. The functional currency of the parent entity, BetterLife Pharma Inc., and its subsidiaries, MedMelior Inc. and Blife Therapeutics Inc., is the Canadian dollar. The functional currency of the U.S. subsidiary, BetterLife Pharma US Inc., is the U.S. dollar. The functional currency of the Hong Kong subsidiary, Altum Pharmaceuticals (HK) Limited, is the Hong Kong dollar. The functional currency of the Australian subsidiary, Altum Pharma (Australia) Pty Ltd., is the Australian dollar.
Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of the Company and its subsidiaries at the exchange rate in effect at the transaction date. Monetary assets and liabilities denominated in other than the functional currency are translated at the exchange rates in effect at the financial position date. The resulting exchange gains and losses are recognized in the condensed consolidated interim statements of loss and comprehensive loss. Non-monetary assets and liabilities denominated in other than the functional currency that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value is determined. Non-monetary items that are measured in terms of historical cost in other than the functional currency are translated using the exchange rate at the date of transaction.
Foreign operations For consolidation purposes, the assets and liabilities of foreign operations are translated to the presentation currency using the exchange rate prevailing at the financial position date. The income and expenses of foreign operations are translated to the presentation currency using the average rates of exchange during the period. All resulting exchange differences are recorded as other comprehensive income or loss and accumulated in a separate component of shareholders’ equity or deficit, described as foreign currency translation adjustment. |
| 9 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
2. Material Accounting Policies (continued)
|
| (f) | Comprehensive Income (Loss) |
|
|
|
|
|
|
| Comprehensive income or loss is the change in net assets arising from transactions and other events and circumstances from non-owner sources. Financial assets that are measured at fair value through other comprehensive income will have revaluation gains and losses included in other comprehensive income or loss until the asset is removed from the condensed consolidated interim statement of financial position. Certain gains and losses on the translation of amounts between the functional and presentation currency of the Company are included in other comprehensive income or loss. Gains and losses on translation of foreign subsidiaries are initially recognized in other comprehensive income or loss. Accumulated other comprehensive income or loss on translation of foreign subsidiaries are reclassified from equity to deficit on disposal of the subsidiary. |
|
|
|
|
|
| (g) | Income (Loss) Per Share |
|
|
|
|
|
|
| The Company presents the basic and diluted earnings or loss per share data for its common shares, calculated by dividing the earnings or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted earnings or loss per share is determined by adjusting the earnings or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares. For the three and six months ended July 31, 2025 and 2024, basic net loss per share equals diluted net loss per share as the Company incurred net losses during these periods and the Company’s share purchase options and warrants were anti-dilutive. |
3. New Accounting Pronouncements
The following new accounting standards and interpretations will be adopted by the Company subsequent to July 31, 2025.
IFRS 18 – Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1 Presentation of Financial Statements. IFRS 18 will establish a revised structure for the consolidated statements of comprehensive income and improve comparability across entities and reporting periods. IFRS 18 is effective for annual periods beginning on or after January 1, 2027, with early adoption permitted. The new standard is required to be adopted retroactively, with certain transition provisions. The Company is evaluating the impact of adopting IFRS 18 on the condensed consolidated interim financial statements.
IFRS 9 – Financial Instruments and IFRS 7 – Financial Instruments: Disclosures
In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, to provide further guidance on the timing of recognition and derecognition of financial instruments at settlement date, except for regular way purchases or sales of financial assets, and certain financial liabilities meeting conditions for a new exception which permits companies to elect to derecognize certain financial liabilities settled via electronic payment systems earlier than the settlement date. Additional guidance was also provided on assessing whether a financial asset meets the solely payments of principal and interest criterion, and issued new disclosure requirements. This amendment is effective for annual periods beginning on or after January 1, 2026, with early adoption permitted. The Company is evaluating the impact of the standard on the Company's condensed consolidated interim financial statements.
| 10 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
4. Intangible Assets
The Company is currently developing several drug candidates and holds a portfolio of patents related to them. The relevant intangible assets have been fully impaired in prior years and currently are recorded at carrying values of $nil.
5. Convertible Debentures
|
|
| Convertible Debentures $ |
| |
|
|
|
|
| |
| Balance, January 31, 2024 |
|
| 245,234 |
|
| Proceeds from issuances of convertible debentures (Notes 5(b), 5(c), 5(d), 5(e) and 14) |
|
| 1,243,000 |
|
| Transfer of conversion component to equity |
|
| (292,219 | ) |
| Transaction costs (Notes 5(b), 5(c) and 5(e)) |
|
| (33,406 | ) |
| Accretion and interest |
|
| 239,553 |
|
| Interest payments |
|
| (26,526 | ) |
| Conversion (Notes 5(a), 5(b), 5(c), 5(e) and 14) |
|
| (555,083 | ) |
| Balance, January 31, 2025 |
|
| 820,553 |
|
| Accretion and interest |
|
| 72,527 |
|
| Conversion (Notes 5(a), 5(c) and 5(d) and 14) |
|
| (634,920 | ) |
| Balance, July 31, 2025 |
|
| 258,160 |
|
|
| (a) | On December 31, 2023, the Company issued unsecured convertible debentures for $300,000. The debentures bear interest at 10% per annum, have maturity date of June 30, 2025 and are convertible into units, with each unit consisting of one common share and one share purchase warrant, at a conversion price equal to $0.10 per unit. Each share purchase warrant received on conversion will have an exercise price of $0.10 per warrant and will expire on December 31, 2025. The effective interest rate has been determined to be 15.1% per annum. |
|
|
|
In May and July 2024, principal and accrued interest totaling $300,000 and $3,534, respectively, were converted into a total of 3,035,342 common shares and 3,035,342 share purchase warrants of the Company. Carrying value of $263,498 of convertible debentures were allocated to common shares. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $nil allocated to the warrants (Note 9(c)).
In May 2025, accrued interest totaling $993 was converted into a total of 9,932 common shares and 9,932 share purchase warrants of the Company. The residual method was used to allocated the proceeds between the common shares and the warrants which resulted in a value of $149 allocated to the warrants (Note 9(c)). |
|
|
|
|
|
| (b) | On February 29, 2024, the Company issued unsecured convertible debentures for $65,000. The debentures bear interest at 10% per annum, have maturity date of February 28, 2026 and are convertible into units, with each unit consisting of one common share and one share purchase warrant, at a conversion price equal to $0.10 per unit. Each share purchase warrant received on conversion will have an exercise price of $0.10 per warrant and will expire on August 28, 2026. The effective interest rate has been determined to be 13.6% per annum. |
| 11 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
5. Convertible Debentures (continued)
|
|
| Transaction costs totaling $8,955 consisted of the following: 78,000 brokers’ warrants (Note 8(c)) with fair value of $3,755 and brokers’ fee of $5,200. Brokers’ warrants entitle the holder to purchase one common share at an exercise price of $0.10 and expire on February 28, 2026. The fair values of the brokers’ warrants were determined using the fair values of the common shares issued as values of services provided could not be estimated reliably. The Company used the Black-Scholes option pricing model to value the brokers’ warrants.
In July 2024, principal of $35,000 was converted into 350,000 common shares and 350,000 share purchase warrants of the Company. Carrying value of $28,077 of convertible debentures were allocated to common shares. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $nil allocated to the warrants (Note 9(c)).
|
|
| (c) | On March 28, 2024, the Company issued unsecured convertible debentures for $780,000 (Note 14). The debentures bear interest at 10% per annum, have maturity date of March 27, 2026 and are convertible into units, with each unit consisting of one common share and one share purchase warrant, at a conversion price equal to $0.10 per unit. Each share purchase warrant received on conversion will have an exercise price of $0.10 per warrant and will expire on September 27, 2026. The effective interest rate has been determined to be 13.4% per annum. |
|
|
|
Transaction costs totaling $19,906 consisted of the following: 168,000 brokers’ warrants (Note 9(c)) with fair value of $8,706 and brokers’ fee of $11,200. Brokers’ warrants entitle the holder to purchase one common share at an exercise price of $0.10 and expire on March 27, 2026. The fair values of the brokers’ warrants were determined using the fair values of the common shares issued as values of services provided could not be estimated reliably. The Company used the Black-Scholes option pricing model to value the brokers’ warrants.
In July 2024, principal and accrued interest totaling $295,000 and $3,370, respectively, were converted into a total of 2,983,699 common shares and 2,983,699 share purchase warrants of the Company. Carrying value of $241,174 of convertible debentures were allocated to common shares. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $nil allocated to the warrants (Note 9(c)).
In March and May 2025, principal and accrued interest of $250,000 and $41,521, respectively, were converted into a total of 2,915,205 common shares and 2,915,205 share purchase warrants of the Company. Carrying value of $222,567 of convertible debentures were allocated to common shares (Note 8(a)). The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $66,739 allocated to the warrants (Note 9(c)).
|
|
|
|
|
|
| (d) | On April 2, 2024, the Company issued unsecured convertible debentures for $368,000. The debentures bear interest at 10% per annum, have maturity date of April 1, 2026 and are convertible into units, with each unit consisting of one common share and one share purchase warrant, at a conversion price equal to $0.10 per unit. Each share purchase warrant received on conversion will have an exercise price of $0.10 per warrant and will expire on October 1, 2026. The effective interest rate has been determined to be 13.6% per annum. |
| 12 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
5. Convertible Debentures (continued)
|
|
| In May 2025, principal and accrued interest of $368,000 and $41,090, respectively, were converted into a total of 4,090,904 common shares and 4,090,904 share purchase warrants of the Company. Carrying value of $328,749 of convertible debentures were allocated to common shares (Note 8(a)). The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $97,935 allocated to the warrants (Note 9(c)).
|
|
| (e) | On April 30, 2024, the Company issued unsecured convertible debentures for $30,000. The debentures bear interest at 10% per annum, have maturity date of April 29, 2026 and are convertible into units, with each unit consisting of one common share and one share purchase warrant, at a conversion price equal to $0.10 per unit. Each share purchase warrant received on conversion will have an exercise price of $0.10 per warrant and will expire on October 29, 2026. The effective interest rate has been determined to be 13.5% per annum. |
|
|
|
|
|
|
| Transaction costs totaling $4,545 consisted of the following: 36,000 brokers’ warrants (Note 9(c)) with fair value of $2,145 and brokers’ fee of $2,400. Brokers’ warrants entitle the holder to purchase one common share at an exercise price of $0.10 and expire on April 29, 2026. The fair values of the brokers’ warrants were determined using the fair values of the common shares issued as values of services provided could not be estimated reliably. The Company used the Black-Scholes option pricing model to value the brokers’ warrants.
In October and December 2024, principal totaling $30,000 was converted into 300,000 common shares and 300,000 share purchase warrants of the Company. Carrying value of $24,559 of convertible debentures were allocated to common shares. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $nil allocated to the warrants (Note 9(c)). |
The convertible debentures contained no financial covenants. The liability components of the convertible debentures were determined by using discounted cash flows to measure the fair values of similar liabilities that exclude convertibility features. Accretion expense on convertible debentures for the three and six months ended July 31, 2025 was $14,534 and $40,102, respectively (three and six months ended July 31, 2024 - $160,526 and $183,684, respectively). As at July 31, 2025, accrued interest of $18,447 (January 31, 2025 - $74,589) was included in convertible debentures.
6. Loans Payable
|
|
| Loans Payable $ |
| |
|
|
|
|
| |
| Balance, January 31, 2024 |
|
| 82,495 |
|
| Interest payment |
|
| (5,294 | ) |
| Accretion and interest |
|
| 21,966 |
|
| Balance, January 31, 2025 |
|
| 99,167 |
|
| Interest payment |
|
| (3,575 | ) |
| Accretion and interest |
|
| 12,062 |
|
| Balance, July 31, 2025 |
|
| 107,654 |
|
| Current, July 31, 2025 |
|
| 54,041 |
|
| Non-current, July 31, 2025 |
|
| 53,613 |
|
| Balance, July 31, 2025 |
|
| 107,654 |
|
| 13 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
6. Loans Payable (continued)
In February 2021, the Company and its subsidiary, MedMelior, each entered into Canada Emergency Business Account (“CEBA”) term loan agreements for $60,000 with an initial expiry date of December 31, 2022 (amended to January 18, 2024) and interest rate of nil% per annum during this initial term. The CEBA term loan agreements also provide for an extended maturity date of December 31, 2026 (amended from December 31, 2025) and interest rate of 5% per annum during the extended term.
Accretion expense on CEBA term loans for the three and six months ended July 31, 2025 was $4,670 and $8,996, respectively (three and six months ended July 31, 2024 - $3,914 and $7,578, respectively). As at July 31, 2025, accrued interest of $337 (January 31, 2025 - $937) was included in loans payable.
7. Promissory Notes
On June 5, 2025, the Company issued unsecured promissory notes for $275,000. The promissory notes bear interest at 6% per annum and have maturity date of May 31, 2026. As at July 31, 2025, accrued interest of $2,531 (January 31, 2025 - $nil) was included in promissory notes.
8. Common Shares
Authorized: Unlimited number of common shares without par value
During the six months ended July 31, 2025:
|
| (a) | The Company issued units pursuant to conversion of convertible debentures at conversion price of $0.10 as follows (Notes 5(a), 5(c) and 5(d)): |
|
|
| Allocated To |
|
| Number of |
| ||||||||||
| Issuance Date of Convertible Debentures |
| Common Shares $ |
|
| Warrants $ |
|
| Common Shares Issued |
|
| Warrants Granted |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
| December 31, 2023 |
|
| 844 |
|
|
| 149 |
|
|
| 9,932 |
|
|
| 9,932 |
|
| March 28, 2024 |
|
| 255,927 |
|
|
| 66,739 |
|
|
| 2,915,205 |
|
|
| 2,915,205 |
|
| April 2, 2024 |
|
| 358,863 |
|
|
| 97,935 |
|
|
| 4,090,904 |
|
|
| 4,090,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 615,635 |
|
|
| 164,823 |
|
|
| 7,016,041 |
|
|
| 7,016,041 |
|
|
| (b) | The Company issued 250,000 common shares pursuant to the exercise of 250,000 share purchase warrants for proceeds of $25,000. $2,348 previously recorded as fair value of share purchase warrants were reclassified to common shares during the six months ended July 31, 2025. |
|
|
|
|
|
| (c) | On April 30, 2025, the Company issued 14,999,303 common shares with a fair value of $1,349,937 pursuant to the settlement of accounts payable and amounts due to related parties totaling $1,499,930. A gain on settlement of debts of $149,993 was recorded within gains from extinguishment/forgiveness of debts on the condensed consolidated interim statements of loss and comprehensive loss. |
|
|
|
|
|
| (d) | The Company received $150,000 in subscription proceeds. |
|
|
|
|
|
| During the six months ended July 31, 2024: | |
|
| (e) | On April 2, 2024, the Company issued 218,750 common shares with a fair value of $19,688 to a third party for settlement of accounts payable. |
| 14 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
8. Common Shares (continued)
|
| (f) | The Company issued units pursuant to conversion of convertible debentures at conversion price of $0.10 as follows (Notes 5(a), 5(b) and 5(c)): |
|
|
|
|
|
| Number of |
| ||||||
| Issuance Dates of Convertible Debentures |
| Total Amount Converted $ |
|
| Common Shares Issued |
|
| Warrants Granted |
| |||
|
|
|
|
|
|
|
|
|
|
| |||
| December 31, 2023 |
|
| 303,534 |
|
|
| 3,035,342 |
|
|
| 3,035,342 |
|
| February 29, 2024 |
|
| 35,000 |
|
|
| 350,000 |
|
|
| 350,000 |
|
| March 28, 2024 |
|
| 298,370 |
|
|
| 2,983,699 |
|
|
| 2,983,699 |
|
|
|
|
| 636,904 |
|
|
| 6,369,041 |
|
|
| 6,369,041 |
|
|
| (g) | On June 14, 2024, the Company closed on a brokered private placement and issued 5,300,000 units at price of $0.10 per unit for gross proceeds of $530,000. Each unit consisted of one common share and one share purchase warrant entitling the holder to purchase one common share at an exercise price of $0.13 and expiring on June 13, 2026. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $nil allocated to the warrants (Note 9(c)). |
|
|
|
|
|
| (h) | On July 2, 2024, the Company closed on a brokered private placement and issued 1,750,000 units at price of $0.10 per unit for gross proceeds of $175,000. Each unit consisted of one common share and one share purchase warrant entitling the holder to purchase one common share at an exercise price of $0.13 and expiring on July 1, 2026. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $nil allocated to the warrants (Note 9(c)). |
9. Share Purchase Warrants
|
| (a) | Warrant liabilities |
|
|
|
At July 31, 2025, the Company has 3,571,429 share purchase warrants with exercise prices denominated in U.S. dollars (January 31, 2025 – 3,571,429). When non-compensatory warrants have an exercise price denominated in a currency which is different from the functional currency of the Company (Canadian dollar), the warrants are treated as financial liabilities. These warrants are therefore classified as financial liabilities with changes in fair value recognized in the condensed consolidated interim statements of loss and comprehensive loss. The warrant liabilities are measured using Level 3 inputs within the fair value hierarchy.
The following table summarizes the continuity of liability-classified warrants: |
|
|
| Number of Warrants |
|
| Weighted Average Exercise Price US$ |
|
| Weighted Average Remaining Contractual Life (Years) |
|
| Liability Amount $ |
| ||||
| Balance, January 31, 2024 |
|
| 3,571,429 |
|
|
| 0.11 |
|
|
| 4.12 |
|
|
| 225,093 |
|
| Change in fair value |
|
| – |
|
|
| – |
|
|
| – |
|
|
| 79,345 |
|
| Balance, January 31, 2025 |
|
| 3,571,429 |
|
|
| 0.11 |
|
|
| 3.12 |
|
|
| 304,438 |
|
| Change in fair value |
|
| – |
|
|
| – |
|
|
| – |
|
|
| (88,088 | ) |
| Balance, July 31, 2025 |
|
| 3,571,429 |
|
|
| 0.11 |
|
|
| 2.62 |
|
|
| 216,350 |
|
| 15 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
9. Share Purchase Warrants (continued)
At July 31, 2025, the following liability-classified warrants were outstanding:
| Number of Warrants |
|
| Exercise Price US$ |
|
| Expiry Date | |||
|
| 3,571,429 |
|
|
| 0.11 |
|
| March 14, 2028 | |
The fair values of warrant liabilities at July 31 and January 31, 2025 were estimated using the Black-Scholes option pricing model with the following assumptions:
|
|
| July 31, 2025 |
|
| January 31, 2025 |
| ||
| Risk free interest rates |
|
| 2.77% |
|
| 2.64% | ||
| Volatilities |
|
| 115% |
|
| 114% | ||
| Market prices of common shares |
| US$0.074 |
|
| US$0.089 |
| ||
| Expected dividends |
| nil% |
|
| Nil% |
| ||
| Expected lives |
| 2.62 years |
|
| 3.12 years |
| ||
| Exercise prices |
| US$0.11 |
|
| US$0.11 |
| ||
| Fair values of warrants |
| US$0.04 |
|
| US$0.06 |
| ||
|
| (b) | Warrant liabilities of MedMelior |
|
|
|
|
|
|
| At July 31, 2025, MedMelior has no share purchase warrants with exercise prices denominated in U.S. dollars (January 31, 2025 – 221,333). When non-compensatory warrants have an exercise price denominated in a currency which is different from the functional currency of MedMelior (Canadian dollar), the warrants are treated as financial liabilities. These warrants were therefore classified as financial liabilities with changes in fair value recognized in the condensed consolidated interim statements of loss and comprehensive loss. The warrant liabilities were measured using Level 3 inputs within the fair value hierarchy.
The following table summarizes the continuity of liability-classified warrants of MedMelior: |
|
|
| Number of Warrants |
|
| Weighted Average Exercise Price US$ |
|
| Weighted Average Remaining Contractual Life (Years) |
|
| Liability Amount $ |
| ||||
| Balance, January 31, 2024 |
|
| 318,000 |
|
|
| 1.25 |
|
|
| 1.02 |
|
|
| 54,407 |
|
| Expired |
|
| (96,667 | ) |
|
| (1.25 | ) |
|
| – |
|
|
| – |
|
| Change in fair value |
|
| – |
|
|
| – |
|
|
| – |
|
|
| (45,909 | ) |
| Balance, January 31, 2025 |
|
| 221,333 |
|
|
| 1.25 |
|
|
| 0.31 |
|
|
| 8,498 |
|
| Change in fair value |
|
| – |
|
|
| – |
|
|
| – |
|
|
| (8,498 | ) |
| Expired |
|
| (221,333 | ) |
|
| (1.25 | ) |
|
| – |
|
|
| – |
|
| Balance, July 31, 2025 |
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
| 16 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
9. Share Purchase Warrants (continued)
At July 31, 2025, there are no liability-classified warrants of MedMelior outstanding (January 31, 2025 – 221,333).
The fair values of warrant liabilities at January 31, 2025 were estimated using the Black-Scholes option pricing model with the following assumptions:
|
|
| January 31, 2025 |
| |
| Risk free interest rates |
|
| 2.89% | |
| Volatilities |
|
| 101% | |
| Fair values of common shares |
| US$0.63 | ||
| Expected dividends |
| Nil% |
| |
| Expected lives |
| 0.31 years |
| |
| Exercise prices |
| US$1.25 |
| |
| Fair values of warrants |
| US$0.03 |
| |
|
| (c) | Equity-classified warrants |
|
|
|
|
|
|
| The following table summarizes the continuity of equity-classified share purchase warrants: |
|
|
| Number of Warrants |
|
| Weighted Average Exercise Price $ |
|
| Weighted Average Remaining Contractual Life (years) |
| |||
|
|
|
|
|
|
|
|
|
|
| |||
| Balance, January 31, 2024 |
|
| 52,806,548 |
|
|
| 0.35 |
|
|
| 1.90 |
|
| Granted (Notes 5(a), 5(b), 5(c), 5(d) and 5(e)) |
|
| 14,001,041 |
|
|
| 0.12 |
|
|
| 1.93 |
|
| Expired |
|
| (23,316,250 | ) |
|
| (0.50 | ) |
|
| – |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, January 31, 2025 |
|
| 43,491,339 |
|
|
| 0.20 |
|
|
| 1.89 |
|
| Granted (Notes 5(a), 5(c), 5(d) and 8(a)) |
|
| 7,016,041 |
|
|
| 0.10 |
|
|
| 1.57 |
|
| Exercised (Note 8(b)) |
|
| (250,000 | ) |
|
| (0.10 | ) |
|
| – |
|
| Expired |
|
| (840,000 | ) |
|
| (0.10 | ) |
|
| – |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, July 31, 2025 |
|
| 49,417,380 |
|
|
| 0.19 |
|
|
| 1.45 |
|
| 17 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
9. Share Purchase Warrants (continued)
At July 31, 2025, the following equity-classified warrants were outstanding:
| Number of Warrants |
|
| Exercise Price $ |
|
| Expiry Date | |||
|
|
|
|
|
|
|
| |||
|
| 114,000 |
|
|
| 0.10 |
|
| August 30, 2025 | |
|
| 6,386,298 |
|
|
| 0.60 |
|
| December 2, 2025(1) | |
|
| 2,000,000 |
|
|
| 0.10 |
|
| December 14, 2025 | |
|
| 3,045,274 |
|
|
| 0.10 |
|
| December 31, 2025 | |
|
| 78,000 |
|
|
| 0.10 |
|
| February 28, 2026 | |
|
| 168,000 |
|
|
| 0.10 |
|
| March 27, 2026 | |
|
| 36,000 |
|
|
| 0.10 |
|
| April 29, 2026 | |
|
| 5,300,000 |
|
|
| 0.13 |
|
| June 13, 2026 | |
|
| 1,750,000 |
|
|
| 0.13 |
|
| July 1, 2026 | |
|
| 2,950,000 |
|
|
| 0.10 |
|
| August 30, 2026(2) | |
|
| 350,000 |
|
|
| 0.10 |
|
| August 31, 2026 | |
|
| 350,000 |
|
|
| 0.10 |
|
| August 31, 2026 | |
|
| 5,648,904 |
|
|
| 0.10 |
|
| September 27, 2026 | |
|
| 4,090,904 |
|
|
| 0.10 |
|
| October 1, 2026 | |
|
| 300,000 |
|
|
| 0.10 |
|
| October 29, 2026 | |
|
| 15,000,000 |
|
|
| 0.15 |
|
| March 14, 2028 | |
|
| 2,200,000 |
|
|
| 0.15 |
|
| July 9, 2028 | |
|
| 49,417,380 |
|
|
|
|
|
| ||
|
| (1) | Effective December 1, 2023, original expiry date of December 2, 2023 was amended to December 2, 2025. |
|
| (2) | Effective July 17, 2025, original expiry date of August 30, 2025 was extended to August 30, 2026. |
The fair values of equity-classified warrants issued pursuant to conversion of convertible debentures (Notes 5(a), 5(b), 5(c), 5(d), 5(e), 8(a) and 8(f)) were estimated using the residual method.
During the six months ended July 31, 2025, there were no equity-classified warrants issued as brokers’ warrants. During the six months ended July 31, 2024, the fair values of equity-classified warrants issued as brokers’ warrants (Notes 5(b), 5(c) and 5(e)) were estimated using the Black-Scholes option pricing model with the following assumptions:
|
|
| July 31, 2024 |
|
| Dates of grants |
| February 29, March 28 and April 30, 2024 |
|
| Risk free interest rates |
| 4.13% to 4.33% |
|
| Volatilities |
| 114% to 115% |
|
| Market prices of common shares |
| $0.085 to $0.10 |
|
| Expected dividends |
| nil% |
|
| Expected lives |
| Two (2) years |
|
| Exercise prices |
| $0.10 |
|
| 18 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
10. Compensation Options
The following table summarizes the continuity of compensation options:
|
|
| Number of Options |
|
| Weighted Average Exercise Price |
|
| Weighted Average Remaining Contractual Life (years) |
| |||
|
|
|
|
|
|
|
|
|
|
| |||
| Outstanding and exercisable, January 31, 2024 |
|
| 2,015,625 |
|
|
| 0.40 |
|
|
| 0.32 |
|
| Expired |
|
| (2,015,625 | ) |
|
| (0.40 | ) |
|
| – |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Outstanding and exercisable, July 31 and January 31, 2025 |
|
| – |
|
|
| – |
|
|
| – |
|
11. Long-term Incentive Plans
Effective October 1, 2019, the Company adopted a long-term incentive plan. Under this plan, the Company may grant share purchase options, RSUs, PSUs or deferred share units to its directors, officers, employees and consultants up to an amount as determined by the Company and will be no more than 10% of its outstanding common shares on a fully-diluted basis. RSUs, PSUs and deferred share units are settled in common shares. The exercise price of the share purchase options will be determined by the Company and will be no less than market price on grant date.
Effective June 29, 2018, the Company’s subsidiary, MedMelior, adopted a stock option plan. Under this plan, MedMelior may grant options to its directors, officers, employees and consultants up to an amount as determined by MedMelior. The exercise price of the stock options will be determined by MedMelior.
|
| (a) | Performance Stock Units |
|
|
|
|
|
|
| The following table summarizes the continuity of the Company’s PSUs: |
|
|
| Number of PSUs |
| |
|
|
|
|
| |
| Outstanding, January 31, 2024 |
|
| 25,000 |
|
| Granted |
|
| 6,000,000 |
|
| Outstanding, July 31 and January 31, 2025 |
|
| 6,025,000 |
|
For the three and six months ended July 31, 2025, share-based payments related to PSUs totaled $18,817 and $80,093, respectively (three and six months ended July 31, 2024 - $nil and $nil, respectively) and have been recorded in the Company’s condensed consolidated interim statements of loss and comprehensive loss.
PSUs are settled by delivery of a notice of settlement by the PSU holder. At July 31, 2025, 25,000 PSUs were vested but not yet settled (January 31, 2025 – 25,000).
The fair value of share-based payment expense was estimated using the Black-Scholes option pricing model and the following assumptions:
| 19 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
11. Long-term Incentive Plans(continued)
|
|
| July 31, 2025 |
|
| Date of valuation |
| July 31, 2025 |
|
| Risk free interest rate |
| 2.77% |
|
| Volatilities |
| 115% |
|
| Fair value of common shares on valuation date |
| $0.11 |
|
| Expected dividends |
| Nil% |
|
| Expected life |
| 2.38 years |
|
| Fair value of PSUs on valuation date |
| $0.05 |
|
|
| (b) | Share Purchase Options |
|
|
|
|
|
|
| The following table summarizes the continuity of the Company’s share purchase options: |
|
|
| Number of Options |
|
| Weighted Average Exercise Price |
|
| Weighted Average Remaining Contractual Life (years) |
| |||
| Outstanding, January 31, 2024 |
|
| 10,215,000 |
|
|
| 0.15 |
|
|
| 1.94 |
|
| Granted |
|
| 2,150,000 |
|
|
| 0.14 |
|
|
| 3.00 |
|
| Expired |
|
| (20,000 | ) |
|
| (0.16 | ) |
|
| – |
|
| Outstanding, January 31, 2025 |
|
| 12,345,000 |
|
|
| 0.15 |
|
|
| 1.24 |
|
| Granted (Note 14) |
|
| 900,000 |
|
|
| 0.09 |
|
|
| 4.33 |
|
| Expired (Note 14) |
|
| (2,350,000 | ) |
|
| (0.36 | ) |
|
| – |
|
| Outstanding, July 31, 2025 |
|
| 10,895,000 |
|
|
| 0.10 |
|
|
| 1.28 |
|
| Exercisable, July 31, 2025 |
|
| 10,220,000 |
|
|
| 0.10 |
|
|
| 1.08 |
|
Additional information regarding share purchase options as of July 31, 2025, is as follows:
| Options Outstanding |
| Options Exercisable |
| Exercise Price $ |
| Expiry Date |
| Vesting Terms |
|
|
|
|
|
|
|
|
|
|
|
|
| 1,800,000 |
| 1,800,000 |
| 0.16 |
| January 12, 2026 |
| 25% every six months |
|
| 5,595,000 |
| 5,595,000 |
| 0.075 |
| May 1, 2026 |
| 25% every six months |
|
| 200,000 |
| 200,000 |
| 0.07 |
| June 19, 2026 |
| 25% every six months |
|
| 250,000 |
| 250,000 |
| 0.07 |
| July 31, 2026 |
| 40% on grant date; 20% every two months thereafter |
|
| 200,000 |
| 50,000 |
| 0.08 |
| April 7, 2027 |
| 25% every six months |
|
| 2,150,000 |
| 2,150,000 |
| 0.14 |
| October 7, 2027 |
| 100% on grant date |
|
| 700,000 |
| 175,000 |
| 0.09 |
| July 1, 2030 |
| 25% on grant date and 25% every six months thereafter |
|
| 10,895,000 |
| 10,220,000 |
|
|
|
|
|
|
|
| 20 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
11. Long-term Incentive Plans(continued)
The fair value of share-based payment expense was estimated using the Black-Scholes option pricing model and the following assumptions:
|
|
| July 31, 2025 |
| July 31, 2024 |
|
|
Dates of grant or valuation |
| April 8, April 30 and July 2, 2025 |
|
July 31, 2024 |
|
| Risk free interest rates |
| 2.45% to 2.91% |
| 3.59% |
|
| Volatilities |
| 107% to 129% |
| 108% |
|
| Market prices of common shares on grant or valuation dates |
| $0.08 to $0.09 |
| $0.15 |
|
| Expected dividends |
| Nil% |
| Nil% |
|
| Expected lives |
| 1.9 to 5.0 years |
| 1.5 to 1.9 years |
|
| Exercise prices |
| $0.08 to $0.09 |
| $0.08 to $0.16 |
|
| Fair values of options on grant or valuation dates |
| $0.05 to $0.08 |
| $0.07 to $0.10 |
|
|
|
| For the three and six months ended July 31, 2025, share-based payment expense related to share purchase options totaled $19,872 and $22,740, respectively, and have been recorded in the Company’s condensed consolidated interim statements of loss and comprehensive loss (three and six months ended July 31, 2024 - $24,537 and $72,221, respectively). $41,700 of share-based payment expense has yet to be recognized and will be recognized in future periods. |
|
|
|
|
|
| (c) | Share Purchase Options of MedMelior |
|
|
|
|
|
|
| The following table summarizes the continuity of MedMelior’s share purchase options: |
|
|
| Number of Options |
|
| Weighted Average Exercise Price $ |
|
| Weighted Average Remaining Contractual Life (Years) |
| |||
|
|
|
|
|
|
|
|
|
|
| |||
| Outstanding, January 31, 2024 |
|
| 1,100,000 |
|
|
| 0.10 |
|
|
| 0.91 |
|
| Granted (Note 14) |
|
| 2,200,000 |
|
|
| 0.10 |
|
|
| 1.50 |
|
| Expired |
|
| (1,100,000 | ) |
|
| (0.10 | ) |
|
| – |
|
| Outstanding, July and January 31, 2025 |
|
| 2,200,000 |
|
|
| 0.10 |
|
| 0.23 / 0.73 |
| |
Additional information regarding share purchase options of MedMelior as of July 31, 2025 is as follows:
| Options Outstanding |
| Options Exercisable |
| Exercise Price $ |
| Expiry Date |
| Vesting Terms |
|
|
|
|
|
|
|
|
|
|
|
|
| 2,200,000 |
| 2,200,000 |
| 0.10 |
| October 24, 2025 |
| 100% on April 25, 2024 |
|
The fair value of share-based payment expense was estimated on grant date using the Black-Scholes option pricing model and the following assumptions:
| 21 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
11. Long-term Incentive Plans(continued)
|
|
| July 31, 2024 |
|
| Date of grant |
| April 25, 2024 |
|
| Risk free interest rate |
| 4.44% |
|
| Volatility |
| 99% |
|
| Fair value of common shares on grant date |
| $0.86 |
|
| Expected dividends |
| Nil% |
|
| Expected life |
| 1.5 years |
|
| Exercise price |
| $0.10 |
|
| Fair value of options on grant date |
| $0.77 |
|
For the three and six months ended July 31, 2025, share-based payments related to share purchase options totaled $nil and $nil, respectively, and have been recorded in the Company’s condensed consolidated interim statements of loss and comprehensive loss (three and six months ended July 31, 2024 - $nil and $1,575,919, respectively).
12. Non-controlling Interests
As at July 31, 2025, 9.14% of MedMelior’s ownership interest is held by NCI (January 31, 2025 – 9.14%).
During the three and six months ended July 31, 2025, net loss allocated to NCI totaled $9,635 and $5,235, respectively (three and six months ended July 31, 2024 – $8,825 and $111,328, respectively) and net comprehensive loss allocated to NCI totaled $9,535 and $5,246, respectively (three and six months ended July 31, 2024 – $8,623 and $111,443, respectively). During the six months ended July 31, 2025, MedMelior received no subscription proceeds (six months ended July 31, 2024 - $20,240). During the six months ended July 31, 2024, MedMelior issued 1,893,333 common shares pursuant to the settlement of $284,000 of outstanding compensation to officers (Note 14).
13. Supplemental Cash Flow Disclosures
|
|
| July 31, 2025 $ |
|
| July 31, 2024 $ |
| ||
| Supplemental disclosures: |
|
|
|
| ||||
| Interest paid |
|
| 3,575 |
|
|
| 25,964 |
|
| Non-cash investing and financing activities: |
|
|
|
|
|
| ||
| Common shares issued for settlement of debts (Notes 8(c), 8(e) and 14) |
|
| 1,349,937 |
|
|
| 19,688 |
|
| Common shares of MedMelior issued for settlement of amounts due to related parties (Note 14) |
|
| – |
|
|
| 284,000 |
|
| Common shares and share purchase warrants issued for conversion of convertible debentures (Notes 8(a), 8(f) and 14) |
|
| 615,635 |
|
|
| 636,904 |
|
| Brokers’ warrants granted as issue costs for convertible debentures (Notes 5(b), 5(c) and 5(e)) |
|
| – |
|
|
| 14,606 |
|
| 22 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
14. Related Party Transactions
Key Management Compensation
Key management includes those persons having authority and responsibility for planning, directing and controlling the activities, directly or indirectly, of the Company and includes the chief executive officer, chief operating officer and chief financial officer. During the three and six months ended July 31, 2025, compensation of key management and directors of the Company, consisting of salaries, director fees and share-based payments, totaled $289,953 and $603,045, respectively (three and six months ended July 31, 2024 - $349,034 and $1,864,352, respectively), of which $54,133 and $92,831, respectively, were share-based payments related to long-term incentive plans (three and six months ended July 31, 2024 - $93,584 and $1,354,295, respectively). Key management compensation for the three and six months ended July 31, 2025 was accrued in the Company’s condensed consolidated interim financial statements and remain unpaid. During the six months ended July 31, 2025:
|
| · | 900,000 share purchase options were granted to directors (six months ended July 31, 2025 – nil). |
|
| · | 2,090,000 share purchase options for officers and directors expired (six months ended July 31, 2024 – nil). |
|
| · | MedMelior did not grant any share purchase options to the Company’s officers and directors (six months ended July 31, 2024 – 1,800,000). |
Other Related Party Transactions
.
At July 31, 2025, the Company owed $943,296 to key management and directors (January 31, 2025 - $1,476,700), of which $94,701 bear interest at 8% per annum (January 31, 2025 - $408,332).
During the six months ended July 31, 2025:
|
| · | Accrued interest totaling $1,788 of convertible debentures originally issued to the Company’s Chief Executive Officer in December 2023 and March 2024 were converted into a total of 17,877 common shares and 17,877 share purchase warrants (Notes 5(a) and 5(c)). |
|
| · | The Company issued $275,000 of promissory notes to a director and its Chief Executive Officer (Note 7). Included in promissory notes is accrued interest of $2,531 owed to this director and the Chief Executive Officer. |
|
| · | The Company issued 10,308,039 common shares pursuant to the settlement of amounts due to directors and officers totaling $1,030,804 (Note 8(c)). |
During the six months ended July 31, 2024:
|
| · | Outstanding compensation to the Company’s officers totaling $284,000 were settled through the issuance of 1,893,333 common shares of MedMelior (Note 12). |
|
| · | $125,000 and $100,000 of convertible debentures originally issued to the Company’s Chief Executive Officer in December 2023 and March 2024, respectively, were converted into a total of 2,250,000 common shares and 2,250,000 share purchase warrants (Notes 5(a) and 5(c)). |
|
| · | The Company issued 500,000 common shares and 500,000 share purchase warrants to its Chief Executive Officer for gross proceeds of $50,000 (Note 8(g)). |
|
| · | $107,904 of accrued advisory fees to directors were forgiven. |
|
| · | The Company issued convertible debentures of $100,000 to its Chief Executive Officer (Note 5(c)). |
| 23 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
15. Commitments and Contingencies
|
| (a) | In November 2019, the Company’s former chief executive officer filed an originating application with the Superior Court in the province of Quebec for damages stemming from a termination of employment. The former chief executive officer was seeking payment of amounts totaling approximately $1 million, exercisability of his share purchase options until the original expiry dates, issuance of 600,000 share purchase options and an order that the Company not issue further common shares. In December 2023, this claim was settled for $120,000, which was paid in 12 equal monthly instalments from January 1, 2024 to December 1, 2024. |
|
|
|
|
|
| (b) | In March 2021, Olymbec Development Inc. (“Olymbec”) filed a judicial demand before the Superior Court (Civil Division) of Quebec and a judgement for a safeguard order was obtained by Olymbec against Pivot Pharmaceuticals Manufacturing Corp. (“Pivot”), a former subsidiary, and the Company, as guarantor of the lease at 285-295 Kesmark Street, Quebec (the “Lease”), ordering Pivot and the Company to jointly pay the full amount of the Lease on the first day of each month. |
|
|
|
|
|
| In May 2021, a judgement for a safeguard order was issued ordering Pivot and the Company to provide post-dated cheques for monthly lease payments for the months of June through November 2021. In June 2021, a judgement granted Pivot and the Company until June 30, 2021 to pay the outstanding lease totaling $124,223 and to deliver post-dated cheques each in the amount of $49,410.51 for monthly lease payments for the months of July through November 2021, which were completed. On October 25, 2023, due to non-payment of rent by Pivot, Olymbec terminated the Lease. An order for Pivot’s bankruptcy (“Pivot Bankruptcy”) was granted on December 11, 2023 by the Superior Court (Commercial Division) of Quebec. On December 16, 2024, the Superior Court (Civil Division) of Quebec issued a judgment ordering the Company to pay Olymbec $367,428.20, representing lease unpaid by Pivot and administrative charges, plus $15,000 as punitive damages (Note 15(c)). On March 17, 2025, this judgment was registered with the Supreme Court of British Columbia. | |
|
|
|
|
|
| (c) | The Company is a guarantor on the Lease (Note 15(b)), which was assigned together with the sale of Pivot in October 2020 pursuant to which the Company has recorded a financial guarantee liability of $382,428 (January 31, 2025 - $382,428). |
|
|
|
|
|
|
| The following table summarizes the continuity of financial guarantee liability: |
|
|
| Financial Guarantee Liability $ |
| |
| Balance, January 31, 2024 |
|
| 1,141,262 |
|
| Change in carrying value |
|
| (758,834 | ) |
| Balance, July 31 and January 31, 2025 |
|
| 382,428 |
|
| Current, July 31, 2025 |
|
| 382,428 |
|
| Non-current, July 31, 2025 |
|
| – |
|
| Balance, July 31, 2025 |
|
| 382,428 |
|
| 24 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
15. Commitments and Contingencies(continued)
|
| (d) | The Company and MedMelior were named as defendants in a lawsuit before the Supreme Court of the State of New York, New York County (“State Court”) by a former director of MedMelior, who served as director prior to MedMelior’s amalgamation with the Company. This former director filed a verified complaint on January 20, 2022, seeking compensatory and punitive damages in amounts believed by the Company to be in excess of US$2 million and US$10 million, respectively. During March 2022, the Company filed a motion to dismiss the complaint on the basis of inconvenient forum and for lack of jurisdiction. On December 1, 2022, following oral argument on the motion, the State Court dismissed the complaint in its entirety. On April 29, 2022, in response to the Company’s then-pending motion to dismiss, the former director filed a separate, parallel action, naming the Company and MedMelior before the United States District Court for the Southern District of New York (“Federal Court”), asserting substantially the same claims as in the State Court action. On March 3, 2023, the Company filed a motion to dismiss the claims filed in the Federal Court on the basis of inconvenient forum and for lack of jurisdiction. On November 27, 2023, the Federal Court dismissed the claims in their entirety, following which the former director noticed a federal appeal. In November 2024, the former director allowed the time to perfect the federal appeal to lapse. With dismissals by both the State and Federal Courts and the lapse in appeal, the former director’s claims are concluded without any payment or penalties against the Company and MedMelior. |
|
|
|
|
|
| (e) | At July 31, 2025, certain of the Company’s research and development programs, with a total contracted amount of $2.10 million, were in progress of which the Company has paid $1.65 million and a further $0.45 million remains to be paid in future periods. |
|
|
|
|
|
| (f) | At July 31, 2025, there may be a contingent liability related to potential interest or penalties that vendors may charge on the Company’s aged accounts payables. Due to the absence of reliable estimates for this amount, no provisions have been recorded by the Company. |
16. Operating Segment
The Company operates in one industry segment, development of patented pharmaceuticals within one geographical area. All of the Company’s long-lived assets are located in Canada.
17. Fair Value Measurements
Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.
Financial assets and liabilities measured at fair value in the condensed consolidated interim statements of financial position are grouped into three levels of fair value hierarchy. The three levels are defined based on the observability of the significant inputs to the measurement, as follows:
|
| · | Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; |
|
| · | Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and, |
|
| · | Level 3: unobservable inputs for the assets or liabilities. |
| 25 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
17. Fair Value Measurements(continued)
Assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy level.
The carrying values of accounts receivable excluding tax receivables, due to related parties and accounts payable and accrued liabilities approximate the fair values due to the short-term nature of these items. The fair value of the convertible debentures and loans payable is partially derived from market interest rates. The risk of material change in fair value is not considered to be significant due to a relatively short-term nature. The Company does not use derivative financial instruments to manage this risk.
The following is an analysis of the Company’s financial assets and liabilities at fair value as at July 31 and January 31, 2025:
|
|
| As at July 31, 2025 |
| |||||||||
|
|
| Level 1 $ |
|
| Level 2 $ |
|
| Level 3 $ |
| |||
|
|
|
|
|
|
|
|
|
|
| |||
| Cash |
|
| 22,163 |
|
|
| – |
|
|
| – |
|
| Warrant liabilities |
|
| – |
|
|
| – |
|
|
| 216,350 |
|
|
|
| As at January 31, 2025 |
| |||||||||
|
|
| Level 1 $ |
|
| Level 2 $ |
|
| Level 3 $ |
| |||
|
|
|
|
|
|
|
|
|
|
| |||
| Cash |
|
| 8,180 |
|
|
| – |
|
|
| – |
|
| Warrant liabilities |
|
| – |
|
|
| – |
|
|
| 312,936 |
|
There were no transfers between level 1, 2 and 3 inputs during the year.
18. Management of Financial Risk
The Company’s financial instruments are exposed to certain risks as summarized below:
|
| (a) | Credit risk |
|
|
|
|
|
|
| Credit risk is the risk of loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s cash is held through reputable financial institutions in Canada and Australia. The carrying amounts of cash represent the maximum exposure to credit risk. As at July 31, 2025, this amounted to $22,163. |
|
|
|
|
|
| (b) | Interest rate risk |
|
|
|
|
|
|
| Interest rate risk is the risk that fair values of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk. |
| 26 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Six Months Ended July 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)
18. Management of Financial Risk(continued)
|
| (c) | Liquidity risk |
|
|
|
|
|
| Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages liquidity risk through the management of its capital structure (Note 19). Accounts payable and accrued liabilities, due to related parties, financial guarantee liability and current portion of loans payable are due within the current operating period. | |
|
|
|
|
|
| The table below summarizes the maturity profile of the Company’s financial liabilities at July 31, 2025 based on contractual undiscounted payments: |
|
|
| 0 – 12 Months $ |
|
| Over 12 Months $ |
| ||
| Accounts payable and accrued liabilities |
|
| 3,855,020 |
|
|
| – |
|
| Due to related parties |
|
| 943,296 |
|
|
| – |
|
| Financial guarantee liability |
|
| 382,428 |
|
|
| – |
|
| Convertible debentures |
|
| 258,160 |
|
|
| – |
|
| Loans payable |
|
| 54,041 |
|
|
| 53,613 |
|
| Promissory notes |
|
| 277,531 |
|
|
| – |
|
| Warrant liabilities |
|
| 216,350 |
|
|
| – |
|
|
| (d) | Currency risk |
|
|
|
|
|
| Currency risk is the risk of loss due to fluctuation of foreign exchange rates and the effects of these fluctuations on foreign currency denominated monetary assets and liabilities. A 5% change in exchange rates will increase or decrease the Company’s loss by approximately $144,000. The Company does not invest in derivatives to mitigate these risks. |
19. Management of Capital
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development and commercialization of patented pharmaceuticals, and to maintain a flexible capital structure. The Company considers its capital to be its shareholders’ equity.
The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its assets. To maintain or adjust its capital structure, the Company may issue new common shares or debentures, acquire or dispose of assets or adjust the amount of cash.
In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. In order to maximize ongoing development efforts, the Company does not pay out dividends. There are no external restrictions on the Company’s capital.
| 27 |
EXHIBIT 99.3
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, AHMAD DOROUDIAN, Chief Executive Officer of BETTERLIFE PHARMA INC., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of BetterLife Pharma Inc. (the “issuer”) for the interim period ended July 31, 2025. |
|
|
|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
|
|
|
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: September 26, 2025
“Ahmad Doroudian”
_______________________
Ahmad Doroudian
Chief Executive Officer
| NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
| |
|
|
|
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
|
|
|
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
|
|
|
| The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. | |
EXHIBIT 99.4
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, MOIRA ONG, Chief Financial Officer of BETTERLIFE PHARMA INC., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of BetterLife Pharma Inc. (the “issuer”) for the interim period ended July 31, 2025. |
|
|
|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
|
|
|
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: September 26, 2025
“Moira Ong”
_______________________
Moira Ong
Chief Financial Officer
| NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
| |
|
|
|
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
|
|
|
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
|
|
|
| The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. | |