BetterLife Pharma Inc 6-K, filed Dec 23, 2022
BetterLife Pharma Inc. (BETRF)
About this 6-K
BetterLife Pharma Inc filed this 6-K on December 23, 2022.
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 October 2022.
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.
| BETTERLIFE PHARMA INC. | |||
| Date: December 23, 2022 | 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 Nine Months Ended October 31, 2022
This following Management’s Discussion and Analysis (“MD&A”) is prepared as of December 22, 2022 and provides a review of the financial condition and results of operations for BetterLife Pharma Inc. (the “Company” or “BetterLife”) for the three and nine months ended October 31, 2022. 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 nine months ended October 31, 2022 and 2021, 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 and commercializing compounds for the treatment of neurological 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
In March 2020, the Company completed the acquisition of SolMic AG (“Solmic”) and the patented Solmic solubilization drug delivery technology for oral platform. On December 17, 2021, the Company signed a share contract with an unrelated third party (the “BetterLife Europe Purchaser”) for the sale of 100% of the issued and outstanding common shares of BetterLife Europe Pharmaceuticals AG (“BetterLife Europe”). Pursuant to the sale of BetterLife Europe, the Company’s Solmic patents and Solmic AG, fully-owned subsidiary of BetterLife Europe, were transferred to the BetterLife Europe Purchaser and the Company is no longer pursuing commercialization of cannabis products in Europe.
In December 2020, the Company closed on a share purchase agreement with an unrelated third party (the “Purchaser”) pursuant to which 100% of the issued and outstanding common shares of Pivot Pharmaceuticals Manufacturing Corp. (“Pivot”), a fully-owned subsidiary, was sold. Pursuant to the sale, the Company’s lease of the manufacturing facility in Dollard-des-Ormeaux, Quebec, Canada and its in-process Health Canada license application was transferred to the Purchaser and the Company strategically exited the Canadian cannabis manufacturing market. The Company remains a guarantor on the lease at Dollard-des-Ormeaux, Quebec, Canada until the lease expiry date of April 30, 2025.
On December 18, 2020, the Company acquired 100% of the assets in Nutraneeds LLC (“Nutraneeds”) in an all-stock transaction. Pursuant to the acquisition, the Company issued 13,333,333 common shares to principals of Nutraneeds. 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.
In December 2022, the Company formally ceased development of its AP-002 program. AP-002 drug product was an organo-gallium complex whose drug substance is tris (8-quinolinolato) gallium(III) and was a potential candidate to treat cancers.
| 2 |
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 LSD derivative molecule that is believed to mimic the projected therapeutic potential of LSD without the burden of its hallucinogenic effects. Human clinical trials were conducted in the 1950s ago showed that 2-bromo-LSD did not cause hallucinations, and as such the molecule was thought at that time to have limited pharmacological value and not of interest compared to LSD. In the 1950s and 1960s, LSD was studied for the treatment of people with a number of psychiatric conditions, but the very strict controlled substance classification of LSD (Schedule 1) hampered its further development as a therapeutic in this arena. This is however changing, with LSD research as a psychiatric therapeutic currently experiencing a renaissance. 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. The Company plans to develop BETR-001 to treat mental health disorders including but not limited to major depressive disorders (“MDD”), anxiety, and neuropathic pain indications. 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 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.
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 for benzodiazepine dependency, anxiety and spasticity.
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 COVID-19 and other respiratory viral infections.
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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
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Cautionary note: The Company is not making any express or implied claims that MM-003 or any other product has the ability to treat, eliminate, cure or contain the COVID-19 (or SARS-2 Coronavirus) at this time. Further, the safety and efficacy of MM-003 are under investigation and market authorization has not yet been obtained.
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
BETR-001 is currently at preclinical stage of development. BetterLife is setting up GMP manufacturing of BETR-001. Simultaneously, BetterLife has started and plans to complete all the necessary preclinical and IND enabling toxicology studies. The BETR-001 investigational new drug (“IND”) filing is projected to be in 2023. Upon clearance of the IND, BetterLife currently plans to conduct a randomized placebo controlled single ascending dose (SAD) and multiple ascending dose (MAD) Phase 1 trial in healthy volunteers. As currently foreseen, the Phase 1 will then be followed with randomized placebo controlled Phase 2 trials: one trial in MDD and one trial in neuropathic pain.
BETR-002 is currently at preclinical stage of development. 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 an 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.
MM-003 is currently in preclinical stage of development. The manufacturing and formulation work 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 |
Other Platform Technologies
The Company owns other platform technologies, which it does not have any current plans to develop and is assessing how best to proceed with these technologies.
Thrudermic Transdermal Nanotechnology (Topical Platform)
The Thrudermic lipid-based nano dispersion technology is used for topical cannabinoids. The technology has the ability to specifically formulate individual drugs to control and prolong drug release while maintaining steady therapeutic concentrations. The technology can handle water soluble and water insoluble drugs with no change to the skin morphology, no sensitivity to the digestive system, no pain from injections and no observed adverse reactions.
Ready-To-Infuse Cannabis Technology (“RTIC”)
BetterLife’s patented RTIC process technology creates precise and repeatable dosing of cannabis by transforming concentrated cannabis oil into a stable, emulsifiable, odorless and flavorless powder form. The derived powder may then be encapsulated and infused for use in beverages, edibles, lotions and additional health and personal care products. The RTIC process is conducive for manufacturing of a wide array of products.
DISCUSSION OF OPERATIONS
Following is a discussion of the Company’s financial results for the three and nine months ended October 31, 2022, compared to the comparative periods in the prior fiscal year.
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| THREE MONTHS ENDED |
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| NINE MONTHS ENDED |
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| October 31, 2022 |
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| October 31, 2021 |
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| October 31, 2022 |
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| October 31, 2021 |
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| Revenue |
| $ | nil |
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| $ | nil |
|
| $ | nil |
|
| $ | nil |
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| Operating expenses |
|
| (4,544,841 | ) |
|
| (2,141,966 | ) |
|
| (8,830,026 | ) |
|
| (7,952,262 | ) |
| Other income (expense): |
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| Accretion expense |
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| (18,548 | ) |
|
| (1,405 | ) |
|
| (54,665 | ) |
|
| (4,076 | ) |
| Change in financial guarantee liability |
|
| 82,443 |
|
| nil |
|
|
| (111,621 | ) |
|
| (187,000 | ) | |
| Change in unrealized gains/losses on warrant liabilities |
|
| 603 |
|
|
| 3,058 |
|
|
| 2,125 |
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|
| 131,250 |
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| Interest expense |
|
| (1,663 | ) |
|
| (9,539 | ) |
|
| (4,997 | ) |
|
| (44,614 | ) |
| Loss on debt modification |
|
| (197,205 | ) |
| nil |
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|
| (197,205 | ) |
| nil |
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| Other |
| nil |
|
|
| 4,922 |
|
|
| 18,000 |
|
|
| 86,071 |
| |
| Recovery of penalty expense |
| nil |
|
| nil |
|
|
| 127,670 |
|
| nil |
| |||
| Settlements, net |
| nil |
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|
| (62,855 | ) |
|
| 257,710 |
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|
| (250,170 | ) | |
| Net (loss) income |
| $ | (4,679,211 | ) |
| $ | (2,207,785 | ) |
| $ | (8,793,009 | ) |
| $ | (8,220,801 | ) |
Net loss for the three and nine months ended October 31, 2022 increased as compared to the prior periods due to primarily to an increase in operating expenses (see below). During the current periods, the Company recognized a loss on modification of debenture upon the amendment of conversion price of convertible debenture from $1.15 to $0.20. This loss was offset by a gain on change in financial guarantee liability recorded during the three months ended October 31, 2022. For the nine months ended October 31, 2022, the Company recorded a net gain on settlements related to settlement proceeds of $300,000 received from a former subsidiary, Pivot Pharmaceuticals Manufacturing Corp., as well as recovery of penalty expense.
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Expenses
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| THREE MONTHS ENDED |
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| NINE MONTHS ENDED |
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| October 31, 2022 |
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| October 31, 2021 |
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| October 31, 2022 |
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| October 31, 2021 |
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| Consulting fees |
| $ | 3,698,517 |
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| $ | 230,336 |
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| $ | 4,062,925 |
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| $ | 697,119 |
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| Depreciation |
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| 4,609 |
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|
| 4,609 |
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|
| 13,827 |
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| 13,827 |
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| Foreign exchange loss (gain) |
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| 198,999 |
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| 36,230 |
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| 252,574 |
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| 114,159 |
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| General and administrative |
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| 58,373 |
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| 79,305 |
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| 207,368 |
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| 280,042 |
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| Professional fees |
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| 171,329 |
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| 215,205 |
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| 575,912 |
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| 713,275 |
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| Promotion and marketing |
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| 25,000 |
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| 58,028 |
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| 106,852 |
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| 280,584 |
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| Research and development |
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| 25,873 |
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| 1,193,369 |
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| 2,248,010 |
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| 4,757,262 |
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| Wages, salaries and employment expenses |
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| 362,141 |
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| 324,884 |
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| 1,362,558 |
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| 1,095,994 |
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| Operating expenses |
| $ | 4,544,841 |
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| $ | 2,141,966 |
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| $ | 8,830,026 |
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| $ | 7,952,262 |
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Operating expenses increased as compared to the prior periods. During the current periods, the Company’s subsidiary, MedMelior Inc., issued 3,500,000 common shares to a third party for services provided, which increased consulting fees. This increase was offset with decreases in general and administrative expenses, professional fees, promotion and marketing and research and development as the Company continued to focus its efforts on securing financing to proceed with its research and development programs. Wages, salaries and employment expenses increased from the prior periods due to share-based payments recorded on vesting of stock options granted by MedMelior to officers in December 2021.
The table below presents material components of general and administrative expense:
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| THREE MONTHS ENDED |
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| NINE MONTHS ENDED |
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| October 31, 2022 |
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| October 31, 2021 |
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| October 31, 2022 |
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| October 31, 2021 |
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| Business licenses |
| $ | nil |
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| $ | 1,631 |
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| $ | 291 |
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| $ | 19,153 |
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| Conferences |
| nil |
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|
| 13,200 |
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| nil |
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|
| 16,887 |
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| Information technology |
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| 660 |
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|
| 3,776 |
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|
| 3,480 |
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|
| 13,497 |
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| Insurance |
| nil |
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|
| 821 |
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| nil |
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|
| 11,492 |
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| Investor relations |
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| 24,000 |
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|
| 8,000 |
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|
| 72,000 |
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| 26,440 |
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| Office |
|
| 9,381 |
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|
| 29,384 |
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|
| 41,595 |
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|
| 79,689 |
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| Press release |
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| 9,706 |
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|
| 12,612 |
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|
| 28,543 |
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|
| 35,050 |
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| Public listing expense |
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| 9,643 |
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|
| 8,163 |
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|
| 44,718 |
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| 69,791 |
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| Telecommunications |
|
| 856 |
|
|
| 235 |
|
|
| 981 |
|
|
| 2,377 |
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| Travel, meals and entertainment |
| nil |
|
| nil |
|
| nil |
|
|
| 549 |
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| Website costs |
|
| 4,127 |
|
|
| 1,483 |
|
|
| 15,760 |
|
|
| 5,117 |
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|
|
| $ | 58,373 |
|
| $ | 79,305 |
|
| $ | 207,368 |
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| $ | 280,042 |
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General and administrative expense decreased as compared to the prior period due to a decrease in business licenses, conferences, information technology, insurance, office, press release and public listing expense as the Company continued its focus on cash conservation. Investor relations expense increased as the Company hired an in-house investor relations consultant.
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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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| October 31, 2022 |
|
| July 31, 2022 |
|
| April 30, 2022 |
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| January 31, 2022 |
| ||||
| Total revenue |
| $ | nil |
|
| $ | nil |
|
| $ | nil |
|
| $ | nil |
|
| Net loss |
| $ | (4,679,211 | ) |
| $ | (1,125,100 | ) |
| $ | (2,988,698 | ) |
| $ | (3,938,373 | ) |
| Net loss per share – basic |
| $ | (0.05 | ) |
| $ | (0.01 | ) |
| $ | (0.04 | ) |
| $ | (0.04 | ) |
| Net loss per share – diluted |
| $ | (0.05 | ) |
| $ | (0.01 | ) |
| $ | (0.04 | ) |
| $ | (0.04 | ) |
|
|
| QUARTERS ENDED |
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|
|
| October 31, 2021 |
|
| July 31, 2021 |
|
| April 30, 2021 |
|
| January 31, 2021 |
| ||||
| Total revenue |
| $ | nil |
|
| $ | nil |
|
| $ | nil |
|
| $ | nil |
|
| Net loss |
| $ | (2,207,785 | ) |
| $ | (3,569,502 | ) |
| $ | (2,443,514 | ) |
| $ | (27,505,630 | ) |
| Net loss per share - basic |
| $ | (0.03 | ) |
| $ | (0.05 | ) |
| $ | (0.04 | ) |
| $ | (1.00 | ) |
| Net loss per share - diluted |
| $ | (0.03 | ) |
| $ | (0.05 | ) |
| $ | (0.04 | ) |
| $ | (1.00 | ) |
Net loss for the quarter ended January 31, 2021 included a non-recurring expense charge of $16,666,666 related to unidentifiable assets acquired as part of the acquisition of assets from Nutraneeds as well as impairments taken on the Company’s intangible assets.
From May through June 2021, the Company secured gross proceeds of over $10 million from a non-brokered private placement and from financings under a shelf prospectus. These financing proceeds allowed the Company to pursue pre-clinical programs and manufacturing related to its BETR-001 and MM-003 programs during the quarters ended July 31 and October 31, 2021.
During the quarter ended January 31, 2022, the Company increased its estimate of financial guarantee liability related to its guarantee of the lease at 285-295 Kesmark Street in Quebec, which resulted in a higher net loss compared to the immediately preceding quarter.
Net loss for the quarter ended July 31, 2022 was lower than the prior quarters as the Company focused its efforts on securing financing and minimized its expenditures. This loss increased during the quarter ended October 31, 2022, due mainly to a non-cash expense related to issuance of common shares by MedMelior Inc. for consulting services provided.
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 $111,557,390 at October 31, 2022, 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 October 31, 2022 and January 31, 2022:
|
|
| October 31, 2022 |
|
| January 31, 2022 |
| ||
| Current assets |
| $ | 274,583 |
|
| $ | 1,142,928 |
|
| Current liabilities |
| $ | 6,308,162 |
|
|
| 4,143,147 |
|
| Working capital deficiency |
| $ | (6,033,579 | ) |
| $ | (3,000,219 | ) |
Working capital deficiency increased as compared to January 31, 2022. The Company drew down the financings it closed in mid-2021 on its development programs and general working capital and continues, as at October 31, 2022, to pursue closing of further financings.
Statements of Cash Flows
The following table presents the Company’s cash flows for the nine months ended October 31, 2022 and 2021:
|
|
| NINE MONTHS ENDED |
| |||||
| Net cash provided by (used in): |
| October 31, 2022 |
|
| October 31, 2021 |
| ||
| Operating activities |
| $ | (1,362,755 | ) |
| $ | (9,255,062 | ) |
| Investing activities |
| nil |
|
| nil |
| ||
| Financing activities |
|
| 1,231,788 |
|
|
| 11,233,368 |
|
| Effect of foreign exchange rate changes on cash |
|
| (890 | ) |
|
| 1,014 |
|
| (Decrease) increase in cash for the period |
| $ | (131,857 | ) |
| $ | 1,979,320 |
|
During the nine months ended October 31, 2021, the Company closed on financings of over $11 million, which allowed for the Company to pursue pre-clinical and manufacturing activities on its research and development programs. During the current period, the Company reduced its spend on operating activities while it focused on securing additional and sufficient financing to pursue the next stages of its development programs.
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 is seeking payment of amounts totaling approximately $1 million, exercisability of his stock options until the original expiry dates, issuance of 600,000 stock options and an order that the Company not issue further common shares. The Company believes the claim is unfounded and intends to vigorously defend these claims.
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, 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 (completed). Olymbec is also claiming administrative fees of approximately $36,500 resulting from Pivot’s default on its monthly lease. The Company is assessing options available to contest the judicial demand from Olymbec and mitigate its damages.
| 8 |
The Company is a guarantor on the Lease, which was assigned together with the sale of Pivot in December 2020 pursuant to which the Company has recorded an allowance for financial guarantee liability of $1,194,916 (January 31, 2022 - $1,083,295) based on its best estimate of potential future loss.
In October 2021, the Company filed an application for a bankruptcy order (“Application”) against Pivot in the Superior Court (Commercial Division) of Quebec. Pivot is the lessee of the “Lease and had not met its Lease liabilities upon which the Company, as guarantor, was required to meet following the safeguard orders issued by the Superior Court (Civil Division) of Quebec. In March 2022, the Company and Pivot signed a settlement agreement pursuant to which Pivot would make a lump sum payment of $300,000 to the Company as follows: $150,000 on or before April 1, 2022 and $150,000 on or before May 31, 2022 (the “Transaction”), which was homologated by the Superior Court (Commercial Division) of Quebec on March 28, 2022. During the three and nine months ended October 31, 2022, $nil and $300,000 of settlement income, respectively, has been recorded in settlements, net on the condensed consolidated interim statements of comprehensive loss. On June 13, 2022, the Application was withdrawn by the Company.
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 the 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, asserting substantially the same claims as in the State Court action. The Company believes that lawsuit to be unfounded and has filed a motion to dismiss, substantially similar to the motion granted by the State Court.
In January 2022, a statement of claim was filed against the Company by a third party for breach of a marketing contract in the amount of $64,500, which has been included in accounts payable and accrued liabilities, plus interest and costs. The Company denies the claim and filed a statement of defense and counterclaim in April 2022. In June and November 2022, this third party filed a reply and defense to the Company’s counterclaim.
At October 31, 2022, certain of the Company’s research and development programs, with a total contracted amount of $6.0 million, were in progress of which the Company has paid $3.4 million and a further $2.6 million remains to be paid in future periods.
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, U.S. and Australia. The carrying amount of cash represent the maximum exposure to credit risk. As at October 31, 2022, this amounted to $47,698.
| 9 |
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 is 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, convertible debenture and the current portions of financial guarantee liability and loans payable are due within the current operating period.
The table below summarizes the maturity profile of the Company’s financial liabilities at October 31, 2022 based on contractual undiscounted payments:
|
|
| 0 – 12 Months $ |
|
| Over 12 Months $ |
| ||
| Accounts payable and accrued liabilities |
|
| 4,865,196 |
|
|
| – |
|
| Due to related parties |
|
| 735,924 |
|
|
| – |
|
| Financial guarantee liability |
|
| 667,042 |
|
|
| 527,874 |
|
| Loans payable |
|
| 40,000 |
|
|
| 38,977 |
|
| Warrant liabilities |
|
| – |
|
|
| 23,937 |
|
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 $153,000. 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. |
|
| · | 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. |
| 10 |
|
| · | 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. |
|
| · | 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. |
| 11 |
|
| · | 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. |
|
| · | The COVID-19 pandemic and related government responses could have a material and adverse effect on the Company’s business, financial condition and results of operations, as set out in greater detail below. |
Risks Related to Infectious Diseases and Related Government Responses
On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. The Company’s business and its financial condition may be adversely impacted by the effects of COVID-19 and other infectious diseases.
The extent to which COVID-19 and other infectious diseases may impact the Company’s business, operations, financial condition and the market for its securities will depend on future developments and government responses, which are highly uncertain and cannot be predicted. These include the duration, severity and scope of the outbreak and the actions taken by governmental entities to address and mitigate the pandemic. The Company’s business and operations could be adversely affected by the continued global spread of COVID-19 and any government actions to slow the spread of the infectious disease. Areas that may be impacted include, but without limitation, workforce productivity and health, disruptions to supply chains, limitations on travel and ability to successfully commercialize the Company’s product portfolios and deliver end products to customers.
Given the uncertainty and lack of predictability surrounding COVID-19, the Company is not able to predict the length and severity of impact to its business and operations. As a result, risks associated with COVID-19 may impact key estimates and assumptions used in the Company’s consolidated financial statements.
Risks Related to BetterLife’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. |
| 12 |
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.
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 nine months ended October 31, 2022, 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 nine months ended October 31, 2022, compensation of key management and directors of the Company totaled $371,592 and $1,476,914, respectively (three and nine months ended October 31, 2021 – $388,684 and $1,178,308, respectively), and consisted of salaries, consulting fees, directors’ fees and share-based payments. During the nine months ended October 31, 2022:
|
| · | 1,900,000 stock options were granted to directors and officers (nine months ended October 31, 2021 – 700,000), |
|
| · | There were no stock options for key management or directors that were forfeited (nine months ended October 31, 2021 – 896,965). |
At October 31, 2022, the Company owed $735,924 to current and former key management and directors (January 31, 2022 - $144,867), which is included in due to related parties on the condensed consolidated interim statements of financial position. $112,562 of amounts due to current and former key management bear interest at 8% per annum and are due on demand (January 31, 2022 - $104,892). The remainder of amounts due to current and former key management and directors are non-interest bearing and due on demand. At October 31, 2022, accounts payable and accrued liabilities include $545,960 owed to a former director of MedMelior (January 31, 2022 - $466,363), who served as director prior to MedMelior’s amalgamation with the Company.
During the three and nine months ended October 31, 2022, $nil and $42,290, respectively, of settlement expense related to this former director of MedMelior was included in settlements, net on the condensed consolidated interim statements of comprehensive loss (three and nine months ended October 31, 2021 - $62,855 and $250,170, respectively).
PROPOSED TRANSACTIONS
There are none.
| 13 |
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 estimates used in the preparation of these condensed consolidated interim financial statements include, among others, the fair values of share-based payments and the valuations of long-lived assets, provisions, warrant liabilities and financial guarantee liability.
Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments. Critical accounting judgments include the going concern assessment of the Company, the expected economic lives of and the estimated future operating results and net cash flows from long-lived assets, the determination of functional currencies of the Company and its subsidiaries, and the determination of whether an acquisition is a business combination or an asset acquisition.
The global outbreak of COVID-19 has had a significant impact on businesses through the restrictions put in place by the Canadian and U.S. federal, provincial/state and municipal governments regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown the extent of the impact the COVID-19 outbreak may have on the Company as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put in place by Canada and other countries to fight the virus. While the extent of the impact is unknown, the Company anticipates this outbreak may cause reduced customer demand, supply chain disruptions, staff shortages, and increased government regulations, all of which may negatively impact the Company’s business and financial condition.
| 14 |
CHANGES IN ACCOUNTING POLICIES
Accounting Standards and Interpretations Not Yet Adopted
The following new accounting standards and interpretations will be adopted by the Company subsequent to October 31, 2022.
IAS 1 – Presentation of Financial Statements
IAS 1 has been revised to (i) clarify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period and align the wording in all affected paragraphs to refer to the “right” to defer settlement by at least twelve months and make explicit that only rights in place “at the end of the reporting period” should affect the classification of a liability; (ii) clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability; and (iii) make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. Earlier application is permitted.
IAS 1 has also been amended to help preparers in deciding which accounting policies to disclose in their financial statements. The amendments are to be applied prospectively and are effective for annual periods beginning on or after January 1, 2023. Earlier application is permitted. The Company does not expect the revisions to have a material impact on its consolidated financial statements.
IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors
IAS 8 has been amended to introduce the definition of an accounting estimate and include other amendments to help entities distinguish changes in accounting estimates from changes in accounting policies. The amendments are effective for annual periods beginning on or after January 1, 2023 and changes in accounting policies and changes in accounting estimates that occur on or after the start of that period. Earlier application is permitted. The Company does not expect the amendment to have a material impact on its consolidated financial statements.
The following new accounting standards and interpretations were adopted by the Company at February 1, 2022.
IAS 16 – Property, Plant and Equipment (“IAS 16”)
IAS 16 has been amended to prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost in profit or loss. The amendments are effective for annual periods beginning on or after January 1, 2022. The amendment did not have a material impact on the Company’s condensed consolidated interim financial statements.
IAS 37 – Provisions, Contingent Liabilities and Contingent Assets (“IAS 37”)
IAS 37 has been amended to clarify that for the purpose of assessing whether a contract is onerous, the cost of fulfilling the contract includes both the incremental costs of fulfilling that contract and an allocation of other costs that relate directly to fulfilling contracts. The amendments are effective for annual periods beginning on or after January 1, 2022. The amendment did not have a material impact 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. Cash and amounts receivable 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. Their carrying values also approximate fair value. The Company’s warrant liabilities are measured at FVTPL.
| 15 |
BetterLife recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to twelve month expected credit losses. The Company shall recognize in the condensed consolidated interim statements of comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.
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 October 31 and January 31, 2022, cash was measured and recognized in the condensed consolidated interim statement of financial position using Level 1 inputs in the fair value hierarchy. Amounts receivable, accounts payable and accrued liabilities, due to related parties, convertible debenture and loans payable were measured and recognized using Level 2 inputs. Financial guarantee liability and warrant liabilities were measured and recognized in the condensed consolidated interim statement of financial position at fair values that are categorized as Level 3 in the fair value hierarchy above. There were no transfers between level 1, 2 and 3 inputs during the three and nine months ended October 31, 2022 and 2021.
| 16 |
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 December 22, 2022:
|
| Authorized | Issued |
| Common shares | Unlimited | 90,103,876 |
| Warrants |
| 30,140,643 |
| Compensation options |
| 2,486,803 |
| Stock options |
| 4,510,000 |
| Performance share units |
| 25,000 |
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).
| 17 |
EXHIBIT 99.2
BETTERLIFE PHARMA INC.
Condensed Consolidated Interim Financial Statements
Three and nine months ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
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)
|
|
| October 31, 2022 $ |
|
| January 31, 2022 $ |
| ||
| Assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
| ||
| Current assets |
|
|
|
|
|
| ||
| Cash |
|
| 41,656 |
|
|
| 173,513 |
|
| Amounts receivable |
|
| 31,946 |
|
|
| 324,993 |
|
| Prepaids and other current assets |
|
| 200,981 |
|
|
| 644,422 |
|
|
|
|
|
|
|
|
|
|
|
| Total current assets |
|
| 274,583 |
|
|
| 1,142,928 |
|
|
|
|
|
|
|
|
|
|
|
| Non-current assets |
|
|
|
|
|
|
|
|
| Equipment, net (Note 5) |
|
| 4,608 |
|
|
| 18,435 |
|
|
|
|
|
|
|
|
|
|
|
| Total assets |
|
| 279,191 |
|
|
| 1,161,363 |
|
|
|
|
|
|
|
|
|
|
|
| Liabilities and Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Current liabilities |
|
|
|
|
|
|
|
|
| Accounts payable and accrued liabilities |
|
| 4,865,196 |
|
|
| 3,341,261 |
|
| Due to related parties (Note 15) |
|
| 735,924 |
|
|
| 144,867 |
|
| Income tax payable |
|
| – |
|
|
| 160,006 |
|
| Financial guarantee liability (Note 16(c)) |
|
| 667,042 |
|
|
| 218,780 |
|
| Convertible debenture (Note 7) |
|
| – |
|
|
| 237,880 |
|
| Loans payable (Note 8) |
|
| 40,000 |
|
|
| 40,000 |
|
| Warrant liabilities (Note 10(a)) |
|
| – |
|
|
| 353 |
|
|
|
|
|
|
|
|
|
|
|
| Total current liabilities |
|
| 6,308,162 |
|
|
| 4,143,147 |
|
|
|
|
|
|
|
|
|
|
|
| Non-current liabilities |
|
|
|
|
|
|
|
|
| Financial guarantee liability (Note 16(c)) |
|
| 527,874 |
|
|
| 864,515 |
|
| Loans payable (Note 8) |
|
| 38,977 |
|
|
| 34,559 |
|
| Warrant liabilities (Note (10(b)) |
|
| 23,937 |
|
|
| – |
|
|
|
|
|
|
|
|
|
|
|
| Total liabilities |
|
| 6,898,950 |
|
|
| 5,042,221 |
|
|
|
|
|
|
|
|
|
|
|
| Deficit |
|
|
|
|
|
|
|
|
| Common shares (Note 9) |
|
| 76,265,899 |
|
|
| 75,384,509 |
|
| Common shares issuable (Note 9(d)) |
|
| 275,515 |
|
|
| – |
|
| Reserves (Note 12) |
|
| 24,422,030 |
|
|
| 23,655,647 |
|
| Accumulated other comprehensive income |
|
| 208,738 |
|
|
| 249,466 |
|
| Accumulated deficit |
|
| (111,557,390 | ) |
|
| (103,170,480 | ) |
|
|
|
|
|
|
|
|
|
|
| Deficit attributable to shareholders |
|
| (10,385,208 | ) |
|
| (3,880,858 | ) |
| Non-controlling interests (Note 13) |
|
| 3,765,449 |
|
|
| – |
|
|
|
|
|
|
|
|
|
|
|
| Total deficit |
|
| (6,619,759 | ) |
|
| (3,880,858 | ) |
|
|
|
|
|
|
|
|
|
|
| Total liabilities and deficit |
|
| 279,191 |
|
|
| 1,161,363 |
|
Nature of operations and going concern (Note 1), commitments and contingencies (Note 16) and events after the reporting date (Note 21)
Approved on behalf of the Board of Directors
| “Ahmad Doroudian” |
| 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 Comprehensive Loss
(Expressed in Canadian dollars)
(Unaudited)
|
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
|
| October 31, 2022 $ |
|
| October 31, 2021 $ |
|
| October 31, 2022 $ |
|
| October 31, 2021 $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Consulting fees |
|
| 3,698,517 |
|
|
| 230,336 |
|
|
| 4,062,925 |
|
|
| 697,119 |
|
| Depreciation (Note 5) |
|
| 4,609 |
|
|
| 4,609 |
|
|
| 13,827 |
|
|
| 13,827 |
|
| Foreign exchange loss |
|
| 198,999 |
|
|
| 36,230 |
|
|
| 252,574 |
|
|
| 114,159 |
|
| General and administrative |
|
| 58,373 |
|
|
| 79,305 |
|
|
| 207,368 |
|
|
| 280,042 |
|
| Professional fees |
|
| 171,329 |
|
|
| 215,205 |
|
|
| 575,912 |
|
|
| 713,275 |
|
| Promotion and marketing |
|
| 25,000 |
|
|
| 58,028 |
|
|
| 106,852 |
|
|
| 280,584 |
|
| Research and development |
|
| 25,873 |
|
|
| 1,193,369 |
|
|
| 2,248,010 |
|
|
| 4,757,262 |
|
| Wages, salaries and employment expenses |
|
| 362,141 |
|
|
| 324,884 |
|
|
| 1,362,558 |
|
|
| 1,095,994 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total expenses |
|
| 4,544,841 |
|
|
| 2,141,966 |
|
|
| 8,830,026 |
|
|
| 7,952,262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss from operations |
|
| (4,544,841 | ) |
|
| (2,141,966 | ) |
|
| (8,830,026 | ) |
|
| (7,952,262 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accretion (Notes 7 and 8) |
|
| (18,548 | ) |
|
| (1,405 | ) |
|
| (54,665 | ) |
|
| (4,076 | ) |
| Change in financial guarantee liability (Note 16(c)) |
|
| 82,443 |
|
|
| – |
|
|
| (111,621 | ) |
|
| (187,000 | ) |
| Change in unrealized gains/losses on warrant liabilities (Notes 10(a) and 10(b)) |
|
| 603 |
|
|
| 3,058 |
|
|
| 2,125 |
|
|
| 131,250 |
|
| Interest expense |
|
| (1,663 | ) |
|
| (9,539 | ) |
|
| (4,997 | ) |
|
| (44,614 | ) |
| Loss on debt modification (Note 7) |
|
| (197,205 | ) |
|
| – |
|
|
| (197,205 | ) |
|
| – |
|
| Other |
|
| – |
|
|
| 4,922 |
|
|
| 18,000 |
|
|
| 86,071 |
|
| Recovery of penalty expense |
|
| – |
|
|
| – |
|
|
| 127,670 |
|
|
| – |
|
| Settlements, net (Notes 15 and 16(c)) |
|
| – |
|
|
| (62,855 | ) |
|
| 257,710 |
|
|
| (250,170 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total other income (expenses) |
|
| (134,370 | ) |
|
| (65,819 | ) |
|
| 37,017 |
|
|
| (268,539 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
| (4,679,211 | ) |
|
| (2,207,785 | ) |
|
| (8,793,009 | ) |
|
| (8,220,801 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency translation adjustment of foreign operations |
|
| (33,938 | ) |
|
| 4,501 |
|
|
| (41,058 | ) |
|
| 82,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net comprehensive loss |
|
| (4,713,149 | ) |
|
| (2,203,284 | ) |
|
| (8,834,067 | ) |
|
| (8,137,999 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shareholders |
|
| (4,275,357 | ) |
|
| (2,207,785 | ) |
|
| (8,386,910 | ) |
|
| (8,220,801 | ) |
| Non-controlling interests (Note 13) |
|
| (403,854 | ) |
|
| – |
|
|
| (406,099 | ) |
|
| – |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (4,679,211 | ) |
|
| (2,207,785 | ) |
|
| (8,793,009 | ) |
|
| (8,220,801 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net comprehensive loss attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shareholders |
|
| (4,308,985 | ) |
|
| (2,203,284 | ) |
|
| (8,427,638 | ) |
|
| (8,137,999 | ) |
| Non-controlling interests (Note 13) |
|
| (404,164 | ) |
|
| – |
|
|
| (406,429 | ) |
|
| – |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (4,713,149 | ) |
|
| (2,203,284 | ) |
|
| (8,834,067 | ) |
|
| (8,137,999 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss per share, basic and diluted |
|
| (0.05 | ) |
|
| (0.03 | ) |
|
| (0.10 | ) |
|
| (0.11 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average shares outstanding, basic and diluted |
|
| 85,938,291 |
|
|
| 84,822,907 |
|
|
| 85,556,406 |
|
|
| 72,219,862 |
|
(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 |
|
| Common Shares |
|
|
|
|
| Accumulated Other Comprehensive Income - Foreign Currency |
|
|
|
|
|
|
| Non-controlling |
|
| Total |
| |||||||||||||
|
|
| Shares # |
|
| Amount $ |
|
| Issuable $ |
|
| Reserves $ |
|
| Translation $ |
|
| Deficit $ |
|
| Total $ |
| Interests $ | Deficit $ |
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| Balance – January 31, 2021 |
|
| 51,445,842 |
|
|
| 63,670,860 |
|
|
| – |
|
|
| 22,618,544 |
|
|
| 109,647 |
|
|
| (91,011,306 | ) |
|
| (4,612,255 | ) |
|
| – |
|
|
| (4,612,255 | ) |
| Common shares issued for services (Note 9(e)) |
|
| 10,000 |
|
|
| 16,850 |
|
|
| – |
|
|
| (16,850 | ) |
|
| – |
|
|
| – |
|
|
| – |
|
| – |
|
|
| – |
| |
| Common shares issued for settlement of accounts payable and accrued liabilities (Note 9(e)) |
|
| 23,724 |
|
|
| 40,331 |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| 40,331 |
|
|
– |
|
|
| 40,331 |
| |
| Common shares and share purchase warrants issued for cash (Notes 9(f), 9(i), 9(j), 9(k) and 9(l)) |
|
| 25,760,190 |
|
|
| 11,465,829 |
|
|
| – |
|
|
| 1,159,891 |
|
|
| – |
|
|
| – |
|
|
| 12,625,720 |
|
|
| – |
|
|
| 12,625,720 |
|
| Common shares issued, compensation options granted and cash paid as share issue costs (Notes 9(f), 9(i), 9(j), 9(k) and 9(l)) |
|
| 1,212,115 |
|
|
| (1,652,579 | ) |
|
| – |
|
|
| 467,422 |
|
|
| – |
|
|
| – |
|
|
| (1,185,157 | ) |
|
| – |
|
|
| (1,185,157 | ) |
| Common shares issued on exercise of special warrants (Note 9(g)) |
|
| 6,372,298 |
|
|
| 2,794,868 |
|
|
| – |
|
|
| (2,794,868 | ) |
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
| Issue costs of special warrants (Note 9(g)) |
|
| – |
|
|
| (572,565 | ) |
|
| – |
|
|
| 572,565 |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
| Issue costs (Note 9(h)) |
|
| – |
|
|
| (77,195 | ) |
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| (77,195 | ) |
|
| – |
|
|
| (77,195 | ) |
| Share-based payments (Notes 10 and 12) |
|
| – |
|
|
| – |
|
|
| – |
|
|
| 588,256 |
|
|
| – |
|
|
| – |
|
|
| 588,256 |
|
|
| – |
|
|
| 588,256 |
|
| Foreign currency translation adjustment of foreign operations |
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| 82,802 |
|
|
| – |
|
|
| 82,802 |
|
|
– |
|
|
| 82,802 |
| |
| Net loss |
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| (8,220,801 | ) |
|
| (8,220,801 | ) |
|
| – |
|
|
| (8,220,801 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| – |
|
|
|
|
|
| Balance – October 31, 2021 |
|
| 84,824,169 |
|
|
| 75,686,399 |
|
|
| – |
|
|
| 22,594,960 |
|
|
| 192,449 |
|
|
| (99,232,107 | ) |
|
| (758,299 | ) |
|
| – |
|
|
| (758,299 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance – January 31, 2022 |
|
| 85,241,238 |
|
|
| 75,384,509 |
|
|
| – |
|
|
| 23,655,647 |
|
|
| 249,466 |
|
|
| (103,170,480 | )) |
|
| (3,880,858 | ) |
|
| – |
|
|
| (3,880,858 | ) |
| Common shares issued for services (Note 9(a)) |
|
| 162,500 |
|
|
| 46,587 |
|
|
| – |
|
|
| (16,850 | ) |
|
| – |
|
|
| – |
|
|
| 29,737 |
|
|
– |
|
|
| 29,737 |
| |
| Common shares issued for cash (Notes 9(c) and 13) |
|
| 1,666,667 |
|
|
| 341,550 |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| 341,550 |
|
|
| 160,439 |
|
|
| 501,989 |
|
| Subscriptions received (Notes 9(d) and 13) |
|
| – |
|
|
| – |
|
|
| 275,515 |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| 275,515 |
|
|
| 428,575 |
|
|
| 704,090 |
|
| Common shares issued for conversion of debenture (Note 7 and 9(b)) |
|
| 1,540,135 |
|
|
| 493,253 |
|
|
| – |
|
|
| (205,125 | ) |
|
| – |
|
|
| – |
|
| 288,128 48 |
|
|
| – |
|
|
| 288,128 |
| |
| Debt modification (Note 7) |
|
| – |
|
|
| – |
|
|
| – |
|
|
| 197,205 |
|
|
| – |
|
|
| – |
|
|
| 197,205 |
|
|
| – |
|
|
| 197,205 |
|
| Share-based payments (Notes 10 and 12) |
|
| – |
|
|
| – |
|
|
| – |
|
|
| 791,153 |
|
|
| – |
|
|
| – |
|
|
| 791,153 |
|
|
| – |
|
|
| 791,153 |
|
| Foreign currency translation adjustment of foreign operations |
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| (40,728 | ) |
|
| – |
|
|
| (40,728 | ) |
|
| (330 | ) |
|
| (41,058 | ) |
| Net loss |
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| (8,386,910 | ) |
|
| (8,386,910 | ) |
|
| (406,099 | ) |
|
| (8,793,009 | ) |
| Reduction of controlling interest without change in control (Note 13) |
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| 3,582,864 |
|
|
| 3,582,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance – October 31, 2022 |
|
| 88,610,540 |
|
|
| 76,265,899 |
|
|
| 275,515 |
|
|
| 24,422,030 |
|
|
| 208,738 |
|
|
| (111,557,390 | ) |
|
| (10,385,208 | ) |
|
| 3,765,449 |
|
|
| (6,619,759 | ) |
(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)
|
|
| Nine Months Ended |
| |||||
|
|
| October 31, 2022 $ |
|
| October 31, 2021 $ |
| ||
| Operating activities |
|
|
|
| ||||
|
|
|
|
|
|
|
| ||
| Net loss |
|
| (8,793,009 | ) |
|
| (8,220,801 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
| Accretion |
|
| 54,665 |
|
|
| 4,076 |
|
| Change in financial guarantee liability |
|
| 111,621 |
|
|
| (125,165 | ) |
| Change in unrealized gains/losses on warrant liabilities |
|
| (2,125 | ) |
|
| (131,250 | ) |
| Common shares issued for services |
|
| 29,737 |
|
|
| – |
|
| Common shares of MedMelior issued for services |
|
| 3,582,864 |
|
|
| – |
|
| Depreciation |
|
| 13,827 |
|
|
| 13,827 |
|
| Foreign exchange loss |
|
| 252,574 |
|
|
| 114,159 |
|
| Loss on debt modification |
|
| 197,205 |
|
|
| – |
|
| Other – premium on loans payable |
|
| – |
|
|
| (50,949 | ) |
| Share-based payments |
|
| 791,153 |
|
|
| 588,256 |
|
| Changes in working capital accounts: |
|
|
|
|
|
|
|
|
| Amounts receivable |
|
| 294,540 |
|
|
| 439,049 |
|
| Prepaids and other current assets |
|
| 443,442 |
|
|
| (137,825 | ) |
| Accounts payable and accrued liabilities |
|
| 1,229,700 |
|
|
| (1,219,509 | ) |
| Due to related parties |
|
| 591,057 |
|
|
| (528,930 | ) |
| Income tax payable |
|
| (160,006 | ) |
|
| – |
|
| Net cash used in operating activities |
|
| (1,362,755 | ) |
|
| (9,255,062 | ) |
|
|
|
|
|
|
|
|
|
|
| Financing activities |
|
|
|
|
|
|
|
|
| Proceeds from issuance of common shares and share purchase warrants, net |
|
| 341,550 |
|
|
| 11,440,563 |
|
| Proceeds from issuance of common shares by MedMelior |
|
| 186,148 |
|
|
| – |
|
| Proceeds from loans payable |
|
| – |
|
|
| 120,000 |
|
| Proceeds from subscriptions received |
|
| 275,515 |
|
|
| – |
|
| Proceeds from subscriptions received by MedMelior |
|
| 428,575 |
|
|
| – |
|
| Repayment of convertible debenture |
|
| – |
|
|
| (250,000 | ) |
| Shelf prospectus transaction costs |
|
| – |
|
|
| (77,195 | ) |
| Net cash provided by financing activities |
|
| 1,231,788 |
|
|
| 11,233,368 |
|
|
|
|
|
|
|
|
|
|
|
| Effects of exchange rate changes on cash |
|
| (890 | ) |
|
| 1,014 |
|
|
|
|
|
|
|
|
|
|
|
| Net change in cash |
|
| (131,857 | ) |
|
| 1,979,320 |
|
| Cash – beginning of period |
|
| 173,513 |
|
|
| 154,722 |
|
|
|
|
|
|
|
|
|
|
|
| Cash – end of period |
|
| 41,656 |
|
|
| 2,134,042 |
|
Supplemental cash flow disclosures (Note 14)
(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 Nine Months Ended October 31, 2022 and 2021
(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”. The Company is a biopharmaceutical company engaged in the development and commercialization of patented, differentiated and premium quality 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. Accordingly, no adjustments to the carrying value of the assets and liabilities have been made in these condensed consolidated interim financial statements should the Company no longer be able to continue as a going concern. Any such adjustments could be material. As at October 31, 2022, the Company has not earned any revenue and has an accumulated deficit of $111,557,390. The continued operations of the Company are dependent on its ability to generate future cash flows through additional financing or commercialization, which have been impacted as a result of the global outbreak of coronavirus (“COVID-19”), weakening of capital markets and global economic impact from the Russia-Ukraine war. Management intends to continue to pursue additional financing through issuances of equity. 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.
The head office and principal address of the Company is located at 1275 West 6th Avenue, #300, Vancouver, BC, Canada, V6H 1A6.
2. Significant Accounting Policies
(a) Basis of Compliance
These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee.
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, 2022 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 December 22, 2022.
(b) Basis of Measurement and Presentation
These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for share-based payment transactions and certain financial instruments which are measured at fair value, and are presented in Canadian dollars.
| 7 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
2. Significant Accounting Policies (continued)
(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. | 100% |
| Canada |
| Blife Therapeutics Inc. | 100% |
| Canada |
| Altum S1M US Corp. (dissolved July 2022) | 100%(1) |
| U.S.A. |
| BetterLife Pharma US Inc. | 100% |
| U.S.A. |
| Thrudermic, LLC (dissolved June 2022) | 100% |
| U.S.A. |
| BetterLife Europe Pharmaceuticals AG (divested December 2021) (Note 4) | 100% |
| Lichtenstein |
| Solmic AG (divested December 2021) (Note 4) | 100%(2) |
| Switzerland |
| Altum Pharma (Australia) Pty Ltd. | 100%(1) |
| Australia |
| Altum Pharmaceuticals (HK) Limited | 100%(1) |
| Hong Kong |
(1) Fully-owned subsidiaries of MedMelior Inc.
(2) Fully-owned subsidiary of BetterLife Europe Pharmaceuticals AG
Non-controlling interests
Non-controlling interests (“NCI”) are measured at the proportionate share of the acquiree’s identifiable net assets at the date of acquisition. Changes to the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
(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 audited consolidated financial statements for the year ended January 31, 2022.
| 8 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
2. Significant Accounting Policies (continued)
(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. subsidiaries, Altum S1M US Corp., BetterLife Pharma US Inc. and Thrudermic, LLC, is the U.S. dollar. The functional currency of the European subsidiaries, BetterLife Europe Pharmaceuticals AG and Solmic AG, is Swiss Francs. 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 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 (loss) and accumulated in a separate component of equity or deficit, described as foreign currency translation adjustment.
(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.
(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.
| 9 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
3. New Accounting Pronouncements
The following new accounting standards and interpretations will be adopted by the Company subsequent to October 31, 2022.
(a) IAS 1 – Presentation of Financial Statements
IAS 1 has been revised to (i) clarify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period and align the wording in all affected paragraphs to refer to the “right” to defer settlement by at least twelve months and make explicit that only rights in place “at the end of the reporting period” should affect the classification of a liability; (ii) clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability; and (iii) make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. Earlier application is permitted.
IAS 1 has also been amended to help preparers in deciding which accounting policies to disclose in their financial statements. The amendments are to be applied prospectively and are effective for annual periods beginning on or after January 1, 2023. Earlier application is permitted. The Company does not expect the revisions to have a material impact on its consolidated financial statements.
(b) IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors
IAS 8 has been amended to introduce the definition of an accounting estimate and include other amendments to help entities distinguish changes in accounting estimates from changes in accounting policies. The amendments are effective for annual periods beginning on or after January 1, 2023 and changes in accounting policies and changes in accounting estimates that occur on or after the start of that period. Earlier application is permitted. The Company does not expect the amendment to have a material impact on its consolidated financial statements.
The following new accounting standards and interpretations were adopted by the Company at February 1, 2022.
(c) IAS 16 – Property, Plant and Equipment (“IAS 16”)
IAS 16 has been amended to prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost in profit or loss. The amendments are effective for annual periods beginning on or after January 1, 2022. The amendment did not have a material impact on the Company’s condensed consolidated interim financial statements.
(d) IAS 37 – Provisions, Contingent Liabilities and Contingent Assets (“IAS 37”)
IAS 37 has been amended to clarify that for the purpose of assessing whether a contract is onerous, the cost of fulfilling the contract includes both the incremental costs of fulfilling that contract and an allocation of other costs that relate directly to fulfilling contracts. The amendments are effective for annual periods beginning on or after January 1, 2022. The amendment did not have a material impact 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 Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
4. Sale of Assets
On December 17, 2021, the Company signed a share contract with an unrelated third party (the “BetterLife Europe Purchaser”) for the sale of 100% of the issued and outstanding common shares of BetterLife Europe Pharmaceuticals AG (“BetterLife Europe”). Pursuant to the sale of BetterLife Europe, the Company’s Solmic patents, having a carrying amount of $nil, and Solmic AG, fully-owned subsidiary of BetterLife Europe, were transferred to the BetterLife Europe Purchaser and the Company is no longer pursuing commercialization of cannabis products in Europe. Consideration of the sale was $246,041 (€170,000).
The Company evaluated the disposal of BetterLife Europe in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, and determined that it did not meet the definition of discontinued operations as it did not represent a separate major line of business.
5. Equipment
| Cost |
| Equipment $ |
| |
|
|
|
|
| |
| Balance, October 31, 2022, January 31, 2022 and January 31, 2021 |
|
| 44,553 |
|
| Accumulated Depreciation |
|
|
|
|
| Balance, January 31, 2021 |
|
| 7,682 |
|
| Depreciation |
|
| 18,436 |
|
| Balance, January 31, 2022 |
|
| 26,118 |
|
| Depreciation |
|
| 13,827 |
|
| Balance, October 31, 2022 |
|
| 39,945 |
|
| Net book value, October 31, 2022 |
|
| 4,608 |
|
| Net book value, January 31, 2022 |
|
| 18,435 |
|
6. Intangible Assets
(a) BETR-001: BETR-001 is a nontoxic second-generation Lysergic Acid Diethylamide (“LSD”) derivative molecule that mimics the projected therapeutic potential of LSD in the treatment of disorders such as severe depression, substance dependencies, post-traumatic stress disorder, and migraines.
(b) BETR-002: BETR-002 is a formulation of a derivative of dihydrohonokiol, a known anti-anxiety compound, with potential for treatment of benzodiazepine dependency, anxiety and spasticity.
(c) MM-001: MM-001 is a topical Interferon α2b (“IFNα2b”) product for the treatment of Human Papiloma Virus (“HPV”) infection that can cause cervical cancer. In 2017, MedMelior entered into a patent license agreement with a third party, Altum-Avro Pharma Partnership (“AAPP”), to license the development of the technology involving the formation of biphasic lipid vesicles for use as a vehicle for administration of a biologically active material (“BiPhasix™ Technology”). The BiPhasix™ Technology is a novel encapsulation and delivery platform technology. BiPhasix-encapsulated interferon IFNα2b for use in treatment of HPV-cervical dysplasia. Consideration of the patent license agreement included:
| 11 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
6. Intangible Assets (continued)
|
| · | Five percent (5%) of the inventory of any and all product produced by MedMelior to be paid in kind to AAPP. |
|
| · | Milestone payments: |
|
| o | $3 million upon initiation of the first Phase 3 trial in any global territory except for eastern European territories, |
|
| o | $5 million upon first submission of New Drug Application or similar for approval in any global territory except for eastern European territories, and |
|
| o | $10 million upon first commercial sale in any global territory except for eastern European territories. |
|
| · | Royalties: |
|
| o | 8% on annual net sales up to $50 million, |
|
| o | 10% on annual net sales on the next $25 million, and |
|
| o | 12.5% on annual net sales above $75 million. |
|
| · | 30% of any upfront payments that MedMelior receives from a third person in respect of development, licensing, manufacturing or distribution rights. |
|
| · | 30% of any upfront payments that MedMelior receives from a third person in respect of development, licensing, manufacturing or distribution rights. |
(d) MM-003: MM-003 is a patent pending IFNα2b inhalation formulation for the treatment of viral infections.
(e) AP-002: AP-002 is an oral gallium-based novel small molecule. The finished drug product is an enteric protected tablet for oral administration. In December 2022, the Company formally ceased the AP-002 development program.
7. Convertible Debenture
|
|
| Convertible Debenture $ |
| |
|
|
|
|
| |
| Balance, January 31, 2021 |
|
| 500,000 |
|
| Repayment |
|
| (250,000 | ) |
| Debt modification |
|
| (56,264 | ) |
| Accretion and interest |
|
| 44,144 |
|
|
|
|
|
|
|
| Balance, January 31, 2022 |
|
| 237,880 |
|
| Debt modification |
|
| 197,205 |
|
| Accretion and interest, net |
|
| 50,247 |
|
| Conversion to common shares (Note 9(b)) |
|
| (485,332 | ) |
| Balance, October 31, 2022 |
|
| – |
|
On September 4, 2020, the Company issued an unsecured convertible debenture with a non-related party for $500,000. The debenture bore interest at 8% per annum, had an original maturity date of December 3, 2020 and was convertible into common shares at a conversion price equal to $1.15 per common share. On April 1, 2021, the maturity date was amended to May 3, 2022. On June 3, 2021, $250,000 of the note was repaid. On October 31, 2022, the conversion price was amended to $0.20 per common share and a loss on debt modification of $197,205 was recorded. On the same date, principal amount and accrued interest of convertible debenture totalling $308,028 was converted into 1,540,135 common shares (Note 9(b)) at a conversion price of $0.20. Convertible debenture contained no financial covenants. The liability component of convertible debenture was determined by using discounted cash flows to measure the fair values of similar liabilities that exclude convertibility features.
| 12 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
8. Loans Payable
|
|
| Loans Payable $ |
|
| Current $ |
|
| Long-term $ |
| |||
|
|
|
|
|
|
|
|
|
|
| |||
| Balance, January 31, 2021 |
|
| – |
|
|
| – |
|
|
| – |
|
| Proceeds from loans payable |
|
| 120,000 |
|
|
|
|
|
|
|
|
|
| Premium on loans payable |
|
| (50,949 | ) |
|
|
|
|
|
|
|
|
| Accretion |
|
| 5,508 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, January 31, 2022 |
|
| 74,559 |
|
|
| 40,000 |
|
|
| 34,559 |
|
| Accretion |
|
| 4,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, October 31, 2022 |
|
| 78,977 |
|
|
| 40,000 |
|
|
| 38,977 |
|
In February 2021, the Company and MedMelior each entered into Canada Emergency Business Account (“CEBA”) term loan agreements for $60,000 with an initial expiry date of December 31, 2023 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, 2025 and interest rate of 5% per annum during the extended term.
9. Common Shares
Authorized: Unlimited number of common shares without par value
During the nine months ended October 31, 2022:
(a) The Company issued 10,000 common shares, with fair value totaling $16,850, to a third party pursuant to vesting of restricted stock units (Note 12(a)) and 152,500 common shares, with fair value of $29,737 to a third party for services rendered.
(b) In October 2022, the Company issued 1,540,135 common shares pursuant to the conversion of principal and accrued interest of convertible debenture (Note 7).
(c) In October 2022, the Company issued, pursuant to a non-brokered private placement, 1,666,667 common shares at price of $0.20 (US$0.15) per share for gross proceeds of $341,550 (US$250,000).
(d) The Company received subscription proceeds totaling $275,515.
During the nine months ended October 31, 2021:
(e) The Company issued 10,000 common shares, with fair value totaling $16,850, to a third party pursuant to vesting of restricted stock units and 23,724 common shares, with fair value of $40,331 as settlement of amounts payable.
(f) In February and March 2021, the Company issued, pursuant to a non-brokered private placement, 1,779,833 common shares at price of $1.40 per share for gross proceeds of $2,491,766. Share issue costs consisted of issuances of 210,771 common shares with fair value of $287,413 and other transaction costs of $30,477.
| 13 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
9. Common Shares (continued)
(g) On April 3, 2021, 5,589,735 special warrants were exercised pursuant to which the Company issued 6,372,298 common shares, valued at $2,794,868, and 6,372,298 warrants with an exercise price of $0.60 and expiry date of December 1, 2023. Pursuant to the exercise, $572,565 of issue costs related to the special warrants have been reclassified from reserves into common shares on the condensed consolidated interim statements of changes in deficit.
The following table summarizes the continuity of special warrants:
|
|
| Number of |
|
| Exercised Into |
| ||||||
|
|
| Special Warrants |
|
| Common Shares |
|
| Warrants |
| |||
|
|
|
|
|
|
|
|
|
|
| |||
| Balance, January 31, 2021 |
|
| 5,589,735 |
|
|
| 330,000 |
|
|
| 330,000 |
|
| Exercised into 1.14 common shares and warrants |
|
| (5,589,735 | ) |
|
| 6,372,298 |
|
|
| 6,372,298 |
|
| Balance, October 31 and January 31, 2022 |
|
| – |
|
|
|
|
|
|
|
|
|
(h) On April 26, 2021, the Company filed and obtained a receipt for a final base shelf prospectus (the “Shelf Prospectus”) filed with the securities regulatory authorities in British Columbia, Alberta and Ontario, Canada. The Shelf Prospectus is valid for a 25-month period, during which time the Company may issue an aggregate offering amount of up to $100 million of common shares, preferred shares, warrants, subscription receipts, units and debt securities (the “Securities”) in amounts and at prices on the terms based on market conditions at the time of sale and set forth in an accompanying prospectus supplement (“Prospectus Supplement”). Unless otherwise specified in a Prospectus Supplement, the net proceeds from the sale of Securities may be used for general corporate and working capital requirements, funding product program costs, or for other corporate purposes. Each Prospectus Supplement will contain specific information concerning the use of proceeds from that sale of the Securities. There is no certainty that any Securities will be offered or sold under the Shelf Prospectus within the 25-month period. During the nine months ended October 31, 2021, the Company incurred $77,195 of costs related to the filing of the Shelf Prospectus.
(i) On May 14, 2021, the Company issued, pursuant to a non-brokered private placement, 1,142,857 common shares at price of US$0.70 per share for gross proceeds of $972,000 (US$800,000). Share issue costs consisted of issuance of 311,689 common shares with fair value of $168,312 and other transaction costs of $38,637.
(j) On May 28, 2021, the Company closed on a bought-deal public offering and issued, under the Shelf Prospectus (Note 9(h)), 15,812,500 units at price of $0.40 per unit for gross proceeds of $6,325,000. 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 $0.50 and expiring of May 28, 2021. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $395,313 allocated to the warrants.
| 14 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
9. Common Shares (continued)
Share issue costs totaling $1,325,796 consisted of the following: 1,265,000 compensation options with fair value of $296,722, 689,655 common shares with fair value of $268,965, agent’s fee of $506,000 and other transaction costs of $254,109. Compensation options entitle the holder to purchase one unit, consisting of one common share and one share purchase warrant with exercise price of $0.50 and expiry of May 28, 2024, at an exercise price of $0.40 per unit and expires on May 28, 2024. Fair values of the compensation options 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 compensation options.
(k) On June 7, 2021, the Company closed on a marketed public offering and issued, under the Shelf Prospectus (Note 9(h)), 6,525,000 units at price of $0.40 per unit for gross proceeds of $2,610,000. 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 $0.50 and expiring of May 28, 2021. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $685,125 allocated to the warrants.
Share issue costs totaling $481,739 consisted of the following: 652,750 compensation options with fair value of $152,653, agent’s fee of $261,000 and other transaction costs of $68,086. Compensation options entitle the holder to purchase one unit, consisting of one common share and one share purchase warrant with exercise price of $0.50 and expiry of May 28, 2024, at an exercise price of $0.40 per unit and expires on May 28, 2024. Fair values of the compensation options 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 compensation options.
(l) On June 25, 2021, the Company closed on a partial exercise of the over-allotment option in conjunction with its marketed public offering (Note 9(k)) and issued, under the Shelf Prospectus (Note 9(h)), 500,000 units at price of $0.40 per unit and 478,750 share purchase warrants at a price of $0.0563 per share purchase warrant for gross proceeds of $226,954. 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 $0.50 and expiring of May 28, 2021. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $52,500 allocated to the warrants. Each share purchase warrant issued entitles the holder to purchase one common share at an exercise price of $0.50 and expires on May 28, 2021.
Share issue costs totaling $44,895 consisted of 50,000 compensation options with fair value of $11,613 entitling the holder to purchase one unit, consisting of one common share and one share purchase warrant with exercise price of $0.50 and expiry of May 28, 2024, at an exercise price of $0.40 per unit and expires on May 28, 2024, 47,875 compensation options with fair value of $6,586 entitling the holder to purchase one common share at an exercise price of $0.50 per share and expires on May 28, 2024, agent’s fee of $22,696 and other transaction costs of $4,000. Fair values of the compensation options were determined using the fair values of the common shares issued as values of services provided could not be estimated reliably. The Company used the Black-Scholes option pricing model to value the compensation options.
| 15 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
10. Share Purchase Warrants
(a) Warrant liabilities
When non-compensatory warrants have an exercise price denominated in a currency which is different from the functional currency of the Company (Canadian dollar), the warrants are treated as financial liabilities. These warrants are therefore classified as financial liabilities with changes in fair value recognized in the condensed consolidated interim statements of comprehensive loss. The warrant liabilities are measured using Level 3 inputs within the fair value hierarchy.
The following table summarizes the continuity of liability-classified share purchase warrants:
|
|
| Number of Warrants |
|
| Weighted Average Exercise Price US$ |
|
| Liability Amount $ |
| |||
| Balance, January 31, 2021 |
|
| 252,595 |
|
|
| 1.44 |
|
|
| 131,603 |
|
| Change in fair value |
|
| – |
|
|
| – |
|
|
| (131,250 | ) |
| Balance, January 31, 2022 |
|
| 252,595 |
|
|
| 1.44 |
|
|
| 353 |
|
| Change in fair value |
|
| – |
|
|
| – |
|
|
| (353 | ) |
| Expired |
|
| (252,595 | ) |
|
| (1.44 | ) |
|
| – |
|
| Balance, October 31, 2022 |
|
| – |
|
|
| – |
|
|
| – |
|
(b) Warrant liabilities of MedMelior
At October 31, 2022, MedMelior has 96,667 share purchase warrants with exercise prices denominated in U.S. dollars. 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 are therefore classified as financial liabilities with changes in fair value recognized in the condensed consolidated interim statements of 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 share purchase warrants of MedMelior:
|
|
| Number of Warrants |
|
| Weighted Average Exercise Price US$ |
|
| Liability Amount $ |
| |||
| Balance, January 31, 2022 and 2021 |
|
| – |
|
|
| – |
|
|
| – |
|
| Granted (Note 13) |
|
| 96,667 |
|
|
| 1.25 |
|
|
| 25,709 |
|
| Change in fair value |
|
| – |
|
|
| – |
|
|
| (1,772 | ) |
| Balance, October 31, 2022 |
|
| 96,667 |
|
|
| 1.25 |
|
|
| 23,937 |
|
| 16 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
10. Share Purchase Warrants (continued)
At October 31, 2022, the following liability-classified share purchase warrants of MedMelior were outstanding:
|
Number of Warrants |
| Exercise Price US$ |
|
Expiry Date |
| Weighted average remaining contractual life (years) |
|
| 96,667 |
| 1.25 |
| June 9, 2024 |
| 1.61 |
|
The fair value of warrant liabilities at October 31, 2022 was determined using the Black-Scholes option pricing model, using the following assumptions:
|
| · | Risk free interest rate: 3.97% |
|
| · | Volatility: 90% |
|
| · | Market price of common shares on valuation date: US$0.66 |
|
| · | Expected dividends: Nil% |
|
| · | Expected life: 1.61 years |
|
| · | Exercise price: US$1.25 |
(c) Equity-classified warrants
The following table summarizes the continuity of equity-classified share purchase warrants:
|
|
| Number of Warrants |
|
| Weighted Average Exercise Price $ |
| ||
| Balance, January 31, 2021 |
|
| 8,374,396 |
|
|
| 2.90 |
|
| Granted |
|
| 30,126,643 |
|
|
| 0.52 |
|
| Expired |
|
| (7,241,912 | ) |
|
| (2.98 | ) |
|
|
|
|
|
|
|
|
|
|
| Balance, January 31, 2022 |
|
| 31,259,127 |
|
|
| 0.59 |
|
| Expired |
|
| (1,118,484 | ) |
|
| (2.43 | ) |
|
|
|
|
|
|
|
|
|
|
| Balance, October 31, 2022 |
|
| 30,140,643 |
|
|
| 0.52 |
|
At October 31, 2022, the following equity-classified share purchase warrants were outstanding:
| Number of Warrants |
|
| Exercise Price $ |
|
| Expiry Date | |||
|
|
|
|
|
|
|
| |||
|
| 200,000 |
|
|
| 1.21 |
|
| March 28, 2023 | |
|
| 238,095 |
|
|
| 0.27 |
|
| September 26, 2023 | |
|
| 6,386,298 |
|
|
| 0.60 |
|
| December 1, 2023 | |
|
| 23,316,250 |
|
|
| 0.50 |
|
| May 28, 2024 | |
|
| 30,140,643 |
|
|
|
|
|
| ||
| 17 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
10. Share Purchase Warrants (continued)
The Company did not issue any share purchase warrants during the nine months ended October 31, 2022. During the nine months ended October 31, 2021, the Company issued 438,095 share purchase warrants, valued at $157,297, to third parties for services rendered. This was recorded within consulting fees in the Company’s condensed consolidated interim statements of comprehensive loss and estimated using the Black-Scholes option pricing model. The fair values of equity-classified warrants issued pursuant to the Company’s financings (Notes 9(j), 9(k) and 9(l)) were estimated using the residual method.
11. 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, 2021 |
|
| 471,178 |
|
|
| 0.50 |
|
|
| 2.83 |
|
| Granted |
|
| 2,015,625 |
|
|
| 0.40 |
|
|
| 3.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Outstanding and exercisable, October 31 and January 31, 2022 |
|
| 2,486,803 |
|
|
| 0.42 |
|
| 1.48 / 2.23 |
| |
At October 31, 2022, the following compensation options were outstanding:
|
|
|
|
|
|
| Exercisable Into |
| |||||||||||||||||
| Number of Compensation Options |
|
| Exercise Price $ |
|
| Expiry Date |
| Common Shares |
|
| Share Purchase Warrants |
|
| Exercise Price |
|
| Expiry Date |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
| 471,178 |
|
|
| 0.50 |
|
| December 2, 2023 |
|
| 537,143 |
|
|
| 537,143 |
|
| $ | 0.60 |
|
| December 2, 2023 |
| |
|
| 1,967,750 |
|
|
| 0.40 |
|
| May 28, 2024 |
|
| 1,967,750 |
|
|
| 1,967,750 |
|
| $ | 0.50 |
|
| May 28, 2024 |
| |
|
| 47,875 |
|
|
| 0.50 |
|
| May 28, 2024 |
|
| 47,875 |
|
|
| – |
|
|
| – |
|
|
| – |
|
|
| 2,486,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12. 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.
| 18 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
12. Long-term Incentive Plans (continued)
(a) Restricted Stock Units
The following table summarizes the continuity of the Company’s RSUs:
|
|
| Number of RSUs |
| |
|
|
|
|
| |
| Outstanding, January 31, 2021 |
|
| 25,000 |
|
| Common shares issued on vesting |
|
| (15,000 | ) |
|
|
|
|
|
|
| Outstanding, January 31, 2022 |
|
| 10,000 |
|
| Common shares issued on vesting (Note 9(a)) |
|
| (10,000 | ) |
|
|
|
|
|
|
| Outstanding, October 31, 2022 |
|
| – |
|
The fair value of share-based payment expense was determined using market value of the share price on grant date. RSUs are settled by delivery of a notice of settlement by the RSU holder or, if no notice of settlement is delivered, on the last vesting date. During the three and nine months ended October 31, 2022, the Company recognized $175 and $2,662, respectively, of share-based payment expense related to its RSUs (three and nine months ended October 31, 2021 - $4,506 and $21,163, respectively) within consulting fees in its condensed consolidated interim statements of comprehensive loss.
(b) Performance Stock Units
The following table summarizes the continuity of the Company’s PSUs:
|
|
| Number of PSUs |
| |
|
|
|
|
| |
| Outstanding, October 31, 2022, January 31, 2022 and January 31, 2021 |
|
| 25,000 |
|
PSUs vested on March 31, 2021 and are settled by delivery of a notice of settlement by the PSU holder. At October 31, 2022, 25,000 PSUs were vested (January 31, 2022 – 25,000). During the three and nine months ended October 31, 2022 and 2021, the Company did not recognize any share-based payment expense related to its PSUs.
(c) Share Purchase Options
The following table summarizes the continuity of the Company’s share purchase options:
| 19 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
12. Long-term Incentive Plans (continued)
|
|
| Number of Options |
|
| Weighted Average Exercise Price |
|
| Weighted Average Remaining Contractual Life (years) |
| |||
|
|
|
|
|
|
|
|
|
|
| |||
| Outstanding, January 31, 2021 |
|
| 2,922,712 |
|
|
| 2.56 |
|
|
| 2.19 |
|
| Granted |
|
| 1,270,000 |
|
|
| 0.48 |
|
|
| 2.41 |
|
| Forfeited |
|
| (1,782,712 | ) |
|
| (3.51 | ) |
|
| – |
|
| Outstanding, January 31, 2022 |
|
| 2,410,000 |
|
|
| 0.76 |
|
|
| 1.98 |
|
| Granted |
|
| 2,100,000 |
|
|
| 0.17 |
|
|
| 3.00 |
|
| Outstanding, October 31, 2022 |
|
| 4,510,000 |
|
|
| 0.49 |
|
|
| 1.74 |
|
Additional information regarding share purchase options as of October 31, 2022, is as follows:
| Options Outstanding |
|
Options Exercisable |
| Exercise Price $ |
| Expiry Date |
|
|
|
|
|
|
|
|
|
|
| 10,000 |
| 10,000 |
| 0.27 |
| December 31, 2022 |
|
| 40,000 |
| 30,000 |
| 1.80 |
| January 4, 2023 |
|
| 10,000 |
| 10,000 |
| 2.50 |
| January 20, 2023 |
|
| 700,000 |
| 625,000 |
| 0.63 |
| April 28, 2023 |
|
| 20,000 |
| 20,000 |
| 0.275 |
| September 27, 2023 |
|
| 20,000 |
| 20,000 |
| 0.29 |
| November 28, 2023 |
|
| 840,000 |
| 840,000 |
| 0.77 |
| December 8, 2023 |
|
| 520,000 |
| 520,000 |
| 0.295 |
| October 13, 2024 |
|
| 2,100,000 |
| 1,400,003 |
| 0.17 |
| February 28, 2025 |
|
| 180,000 |
| 163,333 |
| 1.80 |
| May 5, 2025 |
|
| 50,000 |
| 33,333 |
| 2.40 |
| May 10, 2025 |
|
| 20,000 |
| 13,333 |
| 1.80 |
| May 21, 2025 |
|
| 4,510,000 |
| 3,685,002 |
|
|
|
|
|
The fair value of share-based payment expense was estimated using the Black-Scholes option pricing model and the following assumptions:
|
| · | Dates of grant: May 7, 2020 to March 1, 2022 |
|
| · | Risk free interest rate: 0.20% to 1.42% |
|
| · | Volatility: 80% to 173% |
|
| · | Market price of common shares on grant date: $0.175 to $2.10 |
|
| · | Expected dividends: Nil% |
|
| · | Expected life: Two (2) to five (5) years |
|
| · | Exercise price: $0.17 to $1.80 |
Fair values of share purchase options at each measurement date ranged between $0.15 to $1.70. For the three and nine months ended October 31, 2022, share-based payment expense related to share purchase options totaled $57,946 and $364,468, respectively, and have been recorded in the Company’s condensed consolidated interim statements of comprehensive loss (three and nine months ended October 31, 2021 - $139,926 and $409,796, respectively). $43,965 of share-based payment expense have yet to be recognized and will be recognized in future periods.
| 20 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
12. Long-term Incentive Plans (continued)
(d) 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, 2021 |
|
| – |
|
|
| – |
|
|
| – |
|
| Granted |
|
| 1,100,000 |
|
|
| 0.10 |
|
|
| 3.00 |
|
| Outstanding, October 31 and January 31, 2022 |
|
| 1,100,000 |
|
|
| 0.10 |
|
| 2.16 / 2.91 |
| |
Additional information regarding share purchase options of MedMelior as of October 31, 2022, is as follows:
| Options Outstanding |
|
| Options Exercisable |
|
| Exercise Price $ |
|
| Expiry Date | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
| 1,100,000 |
|
|
| 550,000 |
|
|
| 0.10 |
|
| December 28, 2024 | |
The fair value of share-based payment expense was estimated using the Black-Scholes option pricing model and the following assumptions:
|
| · | Date of grant: December 29, 2021 |
|
| · | Risk free interest rate: 1.181% |
|
| · | Volatility: 90% |
|
| · | Market price of common shares on grant date: $0.83 |
|
| · | Expected dividends: Nil% |
|
| · | Expected life: Three (3) years |
|
| · | Exercise price: $0.10 |
Fair value of the options at the measurement date was $0.75. For the three and nine months ended October 31, 2022, share-based payments related to share purchase options totaling $86,140 and $424,023, respectively, have been recorded in the Company’s condensed consolidated interim statements of comprehensive loss (three and nine months ended October 31, 2021 - $nil and $nil, respectively). $124,413 of share-based payment expense has yet to be recognized and will be recognized in future periods.
| 21 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
13. Non-controlling Interests
In June 2022, MedMelior issued 193,333 common shares and 96,667 share purchase warrants to NCI for gross proceeds of $186,148 (US$145,000), of which $25,709 was allocated to liability classified warrants (Note 10(b)). In October 2022, MedMelior issued 3,500,000 common shares with a fair value of $3,582,864 to a third party for services rendered.
Common shares issued represented 8.9% of MedMelior’s issued and outstanding common shares. As at October 31, 2022, subscriptions received by MedMelior for common shares to be issued totaled $428,575 (January 31, 2022 - $nil). During the three and nine months ended October 31, 2022, net loss allocated to NCI totaled $403,854 and $406,099, respectively (three and nine months ended October 31, 2021 - $nil and $nil, respectively). During the three and nine months ended October 31, 2022, net comprehensive loss allocated to NCI totaled $404,164 and $406,429, respectively (three and nine months ended October 31, 2021 - $nil and $nil, respectively).
14. Supplemental Cash Flow Disclosures
|
|
| October 31, 2022 $ |
|
| October 31, 2021 $ |
| ||
| Non-cash investing and financing activities: |
|
|
|
|
|
| ||
| Common shares issued for services |
|
| 29,737 |
|
|
| – |
|
| Common shares of MedMelior issued for services |
|
| 3,582,864 |
|
|
| – |
|
| Common shares issued on conversion of debenture |
|
| 493,253 |
|
|
| – |
|
| Common shares and share purchase warrants issued on exercise of special warrants |
|
| – |
|
|
| 2,794,868 |
|
| Common shares issued as share issue costs |
|
| – |
|
|
| 724,690 |
|
| Compensation options granted as share issue costs |
|
| – |
|
|
| 467,574 |
|
15. 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 nine months ended October 31, 2022, compensation of key management and directors of the Company totaled $371,592 and $1,476,914, respectively (three and nine months ended October 31, 2021 – $388,684 and $1,178,308, respectively), and consisted of salaries, consulting fees, directors’ fees and share-based payments. During the nine months ended October 31, 2022:
|
| · | 1,900,000 stock options were granted to directors and officers (nine months ended October 31, 2021 – 700,000), |
|
| · | There were no stock options for key management or directors that were forfeited (nine months ended October 31, 2021 – 896,965). |
| 22 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
15. Related Party Transactions (continued)
At October 31, 2022, the Company owed $735,924 to current and former key management and directors (January 31, 2022 - $144,867), which is included in due to related parties on the condensed consolidated interim statements of financial position. $112,562 of amounts due to current and former key management bear interest at 8% per annum and are due on demand (January 31, 2022 - $104,892). The remainder of amounts due to current and former key management and directors are non-interest bearing and due on demand. At October 31, 2022, accounts payable and accrued liabilities include $545,960 owed to a former director of MedMelior (January 31, 2022 - $466,363), who served as director prior to MedMelior’s amalgamation with the Company.
During the three and nine months ended October 31, 2022, $nil and $42,290, respectively, of settlement expense related to this former director of MedMelior was included in settlements, net on the condensed consolidated interim statements of comprehensive loss (three and nine months ended October 31, 2021 - $62,855 and $250,170, respectively).
16. 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 is seeking payment of amounts totaling approximately $1 million, exercisability of his stock options until the original expiry dates, issuance of 600,000 stock options and an order that the Company not issue further common shares. The Company believes the claim is unfounded and intends to vigorously defend these claims.
(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, 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. Olymbec is also claiming administrative fees of approximately $36,500 resulting from Pivot’s default on its monthly lease. The Company is assessing options available to contest the judicial demand from Olymbec and mitigate its damages. The Company has not accrued any amounts as of October 31, 2022 as management has assessed the likelihood of payment to be unlikely.
(c) The Company is a guarantor on the Lease (Note 16(b)), which was assigned together with the sale of Pivot in December 2020 pursuant to which the Company has recorded an allowance for financial guarantee liability of $1,194,916 (January 31, 2022 - $1,083,295) based on its best estimate of potential future loss.
| 23 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
The following table summarizes the continuity of financial guarantee liability:
16. Commitments and Contingencies (continued)
|
|
| Financial Guarantee Liability $ |
|
| Current $ |
|
| Long-term $ |
| |||
| Balance, January 31, 2021 |
|
| 182,200 |
|
|
| 182,200 |
|
|
| – |
|
| Change in carrying value |
|
| 901,095 |
|
|
|
|
|
|
|
|
|
| Balance, January 31, 2022 |
|
| 1,083,295 |
|
|
| 218,780 |
|
|
| 864,515 |
|
| Change in carrying value |
|
| 111,621 |
|
|
|
|
|
|
|
|
|
| Balance, October 31, 2022 |
|
| 1,194,916 |
|
|
| 667,042 |
|
|
| 527,874 |
|
In October 2021, the Company filed an application for a bankruptcy order (“Application”) against Pivot in the Superior Court (Commercial Division) of Quebec. Pivot is the lessee of the “Lease and had not met its Lease liabilities upon which the Company, as guarantor, was required to meet following the safeguard orders issued by the Superior Court (Civil Division) of Quebec (Note 16(b)). In March 2022, the Company and Pivot signed a settlement agreement pursuant to which Pivot would make a lump sum payment of $300,000 to the Company as follows: $150,000 on or before April 1, 2022 and $150,000 on or before May 31, 2022 (the “Transaction”), which was homologated by the Superior Court (Commercial Division) of Quebec on March 28, 2022. During the three and nine months ended October 31, 2022, $nil and $300,000 of settlement income, respectively, has been recorded in settlements, net on the condensed consolidated interim statements of comprehensive loss. On June 13, 2022, the Application was withdrawn by the Company.
(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 the 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, asserting substantially the same claims as in the State Court action. The Company believes that lawsuit to be unfounded and has filed a motion to dismiss, substantially similar to the motion granted by the State Court.
(e) In January 2022, a statement of claim was filed against the Company by a third party for breach of a marketing contract in the amount of $64,500, which has been included in accounts payable and accrued liabilities, plus interest and costs. The Company denies the claim and filed a statement of defense and counterclaim in April 2022. In June and November 2022, this third party filed a reply and defense to the Company’s counterclaim.
(f) At October 31, 2022, certain of the Company’s research and development programs, with a total contracted amount of $6.0 million, were in progress of which the Company has paid $3.4 million and a further $2.6 million remains to be paid in future periods.
| 24 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
17. Operating Segment
The Company operates in one industry segment, development and commercialization of patented, differentiated and premium quality pharmaceuticals within one geographical area. All of the Company’s long-lived assets are located in Canada.
18. 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 statement 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. |
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 cash, amounts receivable, due to related parties and amounts payable and accrued liabilities approximate the fair values due to the short-term nature of these items. The fair values of convertible debenture, financial guarantee liability 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. The Company does not use derivative financial instruments to manage this risk.
The following is an analysis of the Company’s financial liabilities at fair value as at October 31, and January 31, 2022:
|
|
| As at October 31, 2022 |
|
| As at January 31, 2022 |
| ||||||||||
|
|
| Level 1 $ |
|
| Level 3 $ |
|
| Level 1 $ |
|
| Level 3 $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Warrant liabilities |
|
| – |
|
|
| 23,937 |
|
|
| – |
|
|
| 353 |
|
| 25 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
There were no transfers between level 1, 2 and 3 inputs during the period.
19. 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, U.S. and Australia. The carrying amount of cash and non-government related receivables represent the maximum exposure to credit risk. As at October 31, 2022, this amounted to $47,698.
(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.
(c) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet is financial obligations as they come due. The Company manages liquidity risk through the management of its capital structure (Note 20). Accounts payable and accrued liabilities, due to related parties and the current portions of financial guarantee liability and loans payable are due within the current operating period.
The table below summarizes the maturity profile of the Company’s financial liabilities at October 31, 2022 based on contractual undiscounted payments:
|
|
| 0 – 12 Months $ |
|
| Over 12 Months $ |
| ||
| Accounts payable and accrued liabilities |
|
| 4,865,196 |
|
|
| – |
|
| Due to related parties |
|
| 735,924 |
|
|
| – |
|
| Financial guarantee liability |
|
| 667,042 |
|
|
| 527,874 |
|
| Loans payable |
|
| 40,000 |
|
|
| 38,977 |
|
| Warrant liabilities |
|
| – |
|
|
| 23,937 |
|
(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 $153,000. The Company does not invest in derivatives to mitigate these risks.
| 26 |
BETTERLIFE PHARMA INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended October 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
20. 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, differentiated and premium quality pharmaceuticals, and to maintain a flexible capital structure. The Company considers its capital to be its 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.
21. Events After the Reporting Date
In December 2022, the Company issued 1,493,333 common shares for gross proceeds of US$224,000. 1,343,333 common shares issued were pursuant to subscription proceeds of $275,515 (US$201,500) received as at October 31, 2022 (Note 9(d)).
| 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 October 31, 2022. |
|
|
|
| 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: December 22, 2022
| “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 October 31, 2022. |
|
|
|
| 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: December 22, 2022
| “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. |