6-K - BETRF - Equibles

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 July, 2024.

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:

99.1	Management’s discussion and analysis

| 99.2 | Financial statements |

| 99.3 | CEO certification |

| 99.4 | CFO certification |

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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: September 25, 2024	By:	/s/ Moira Ong

| | | Name: Moira Ong |

| | | Title: Chief Financial Officer |

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betrf_ex991.htm EXHIBIT 99.1

MANAGEMENT'S DISCUSSION AND ANALYSIS

Three and Six Months Ended July 31, 2024

This following Management's Discussion and Analysis (“MD&A”) is prepared as of September 25, 2024 and provides a review of the financial condition and results of operations for BetterLife Pharma Inc. (the "Company" or “BetterLife”) for the three and six months ended July 31, 2024. This MD&A should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements and notes thereto for the three and six months ended July 31, 2024 and 2023, 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.

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 6^th^ Avenue, #300, Vancouver, B.C. Canada V6H 1A6. BetterLife’s common shares are traded on the Canadian Securities Exchange under the symbol “BETR”.

BetterLife is an emerging biotechnology company primarily focused on developing compounds for the treatment of mental disorders. BetterLife is also refining and developing drug candidates from a broad set of complementary interferon-based technologies which have the potential to engage the immune system to fight viral infections.

The Company’s management team has implemented a business-minded and cost-conscious approach to product research and development and will use contract development and manufacturing organizations on a fee for service basis to perform any research, development or production that is required.

Business Developments

On December 18, 2020, the Company acquired 100% of the assets in Nutraneeds LLC (“Nutraneeds”) in an all-stock transaction. The assets acquired address unmet mental health needs through the development of patented next generation psychedelic therapeutics, including the lysergic acid diethylamide (“LSD”) derivative 2-Bromo-LSD.

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.

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 several decades ago with 2-bromo-LSD synthesized from LSD. These trials showed that 2-bromo-LSD did not cause hallucinations. There has been accumulating evidence that LSD may be effective in treating neuropsychiatric disorders such as depression and anxiety. LSD’s hallucinogenic properties are believed to arise from its pharmacological effects on the serotonin 5HT2A receptor. The 2-bromo modification on the LSD structure is proposed to alter the pharmacological effect of the compound on the 5HT2A receptor, and lead to 2-bromo-LSD’s non-hallucinogenic properties compared to LSD, while maintaining its therapeutic potential. Previously, 2-bromo-LSD has been tested in studies in humans, mainly in healthy subjects. Most of these studies were conducted in the 1950s. In 2010, a case series study in cluster headaches was reported showing that treatment with 2-bromo-LSD was effective against cluster headaches. The Company plans to develop BETR-001 to treat mental health disorders including but not limited to major depressive disorder, anxiety disorder and neuropathic pain and other neuro-psychiatric and neurological disorders. BETR-001 is orally administered. The Company’s intended goal is to develop BETR-001 as a patient self-administered medication prescribed by a psychiatrist. In terms of regulations, 2-bromo-LSD per se is not usually classified as a controlled substance, but if its synthesis uses LSD as starting material, the synthesis falls under Schedule 1 controlled substance regulations. The Company has developed and uses a manufacturing process pathway that does not use LSD as starting material to make 2-bromo-LSD, a manufacturing process that is protected by the Company’s issued and provisional patents. This manufacturing is therefore not subject to Schedule 1 controlled substance restrictions, and the Company can move ahead with BETR-001 large scale synthesis without these restrictions.

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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 published^1^. 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 honokiol^3^. Animal studies have also shown that DHH-B does not have the side effects of benzodiazepines^4^and not to be addictive like benzodiazepines^5^. No human clinical trials have been conducted on DHH-B. BETR-002 is DHH-B formulated in the Company’s patented formulation (provisional) to overcome DHH-B’s insolubility and poor bioavailability for potential treatment of anxiety and other neuro-psychiatric disorders. The Company intends to develop DHH-B as a treatment of anxiety related disorders including benzodiazepine dependency.

MM-001 is a topical formulation of recombinant human IFNa2b based on the patented Biphasix™ drug formulation technology. The Biphasix formulation allows stable cream formulation of IFNa2b and its delivery across the dermis/mucosa, with minimal systemic exposure. MM-001 is being developed as topical cream for local intravaginal use to treat HPV-induced Cervical Intraepithelial Neoplasia (“CIN”), the precursor to cervical neoplasia. Current treatments of advanced CIN are all based on invasive surgical procedures. MM-001 is being developed to be a non-invasive, self-administered treatment for CIN, with minimal side effects. Small human MM-001 Phase 1-2 trials have been completed. The IFNa2b used to manufacture the MM-001 in these previous Phase 1-2 trials were sourced from outside the Company. The Company intends to complete the development of its own patent pending recombinant human IFNa2b and use that in future development of MM-001.

MM-003 is a patent pending proprietary recombinant human interferon alpha-2b (“IFNa2b”) inhalation formulation. IFNa2b is a known broad acting anti-viral protein that is normally naturally synthesized by the body’s cells as the first line of defense against viral infections. IFNa2b has been registered and marketed for decades as Intron® A for use as intravenous, intramuscular, sub-cutaneous or intra-lesional injections to treat various kinds of cancers and hepatitis B and C. In recent studies, IFNa2b has been shown to be effective in slowing SARS-CoV-2 viral replication, and a human trial published Friday May 15, 2020 in Frontiers of Immunology titled "Interferon-a2b Treatment for COVID-19", indicated that inhaled IFNa2b had therapeutic efficacy in COVID-19 disease. The Company has developed its own patent pending recombinant human IFNa2b and inhalation formulation, and intends to develop MM-003 as an inhaled IFNa2b for treatment of respiratory viral infections, such as but not limited to COVID-19.

____________________

^1^ Review Sarrica et al 2018

^2^Kalman et al 2008; Campus et al 2011

^3^ Kuribara et al 2000 J Pharm Pharmacol

^4^Benzodiazepines include Xanax™, Valium™, Klonopin™ and Ativan™

^5^ Kuribara et al 2000 J Pharmacol Biochem & Behaviour; Maruyama et al 2001

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Product Current Stage of Development

2-bromo-LSD, the active ingredient in BETR-001, as synthesized by others, has been tested in human studies previously, mainly in healthy subjects. Most of these human studies were conducted at the end of the 1950’s and early 1960’s. The CMC (chemistry, manufacturing, controls) specifications of the 2-bromo-LSD in these studies is not known. Therefore, for purposes of US Food and Drug Administration (“FDA”) or other health regulatory authority purposes to start human clinical trials, BETR-001 is classified as a new molecular entity and is currently at the preclinical stage of development.

BETR-002 has not been tested in human studies. It is currently in preclinical stage of development.

The active pharmaceutical ingredient in both MM-001 and MM-003 are the same. It is recombinant human IFNa2b. A proprietary recombinant human IFNa2b produced in E. coli is under development, which will provide the drug substance to be used for both the MM-001 cream or MM-003 inhalation formulations.

For health regulatory authority purposes to start human clinical trials, MM-001 is considered clinical stage and with certain bridging studies (to be confirmed), it can potentially begin Phase 2 studies.

For health regulatory authority purposes to start human clinical trials, MM-003 is considered to be at preclinical stage of development.

Product Current Regulatory Status, Development Strategy and Projected Timelines

BetterLife is currently completing GMP manufacturing of BETR-001 oral capsules. Simultaneously, BetterLife has started and plans to complete all the necessary preclinical and investigational new drug (“IND”) enabling toxicology studies. Upon clearance of the IND, BetterLife currently plans to conduct a randomized placebo controlled Phase 1A clinical trial in healthy volunteers, which will then be followed with a randomized placebo controlled Phase 1B-2 trial in patients with depression or anxiety disorders.

BetterLife intends to set up GMP manufacturing of BETR-002, and alongside complete all the necessary preclinical and IND enabling toxicology studies. The timing of BETR-002 IND and clinical trials is currently under assessment. As currently foreseen, the BETR-002 IND will be followed with a randomized placebo controlled Phase 1 clinical trial in healthy volunteers, which will then be followed with a randomized placebo controlled Phase 2 trial treating benzodiazepine dependency.

The previously completed MM-001 Phase 1-2 trials were conducted using MM-001 which had IFNa2b provided by Merck & Co. under a supply agreement, which is now terminated. The Company is now manufacturing its own proprietary IFNa2b to be used in manufacturing of MM-001 for all future trials. MM-001 has a US IND. The MM-001 IND is currently inactive. With MM-001 manufactured using the Company’s own IFNa2b, the Company plans to file a new IND under which the MM-001 Phase 2b will be conducted in US. The timing of MM-001 IND and clinical trials is currently under reassessment.

The manufacturing and formulation work for MM-003 is currently ongoing. A pre-IND discussion has been conducted with the FDA for use of MM-003 inhalation in COVID-19. Based on FDA feedback, an inhalation GLP toxicology study in rats using MM-003, is under planning. Given the advent of effective SARS-CoV-2 vaccines, the MM-003 development timing and path are being currently reassessed. IFNa2b is a broad acting anti-viral agent, and studies show that it is effective against many viruses. The timing of MM-003 IND and clinical trials is currently under reassessment.

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DISCUSSION OF OPERATIONS

Following is a discussion of the Company’s financial results for the three and six months ended July 31, 2024, compared to the comparative periods in the prior fiscal year.

	THREE MONTHS ENDED				SIX MONTHS ENDED

| Revenue | nil | | nil | | nil | | nil | |

| Operating expenses | | ) | | ) | | ) | | ) |

| Accretion expense | | ) | nil | | | ) | nil | |

| Change in financial guarantee liability | nil | | | ) | nil | | | |

| Change in unrealized gains/losses on warrant liabilities | | ) | | ) | | ) | | ) |

| Gain from extinguishment/ forgiveness of debts | nil | | nil | | | | nil | |

| Interest expense | | ) | | ) | | ) | | ) |

| Other | nil | | | ) | nil | | | ) |

| Recovery of penalty expense | nil | | nil | | | | nil | |

| Net (loss) income | | ) | | ) | | ) | | ) |

All values are in US Dollars.

Net loss for the three and six months ended July 31, 2024 increased as compared to the prior comparative periods due to an increase in accretion and interest expense on convertible debentures issued during the period. Net losses also increased due to increases in operating expenses (discussed below). The increase in net loss was offset by a gain recorded on forgiveness/extinguishment of debts, related to the forgiveness of accrued advisory fees by certain of the Company’s directors, as well as recovery of penalty expense.

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Expenses

	THREE MONTHS<br> <br>ENDED					SIX MONTHS<br> <br>ENDED

| Consulting fees | $ | 222,538 | $ | 106,011 | | $ | 803,044 | $ | 220,978 | |

| Foreign exchange loss (gain) | | 57,724 | | (87,597 | ) | | 113,110 | | (17,136 | ) |

| General and administrative | | 76,095 | | 74,821 | | | 135,879 | | 163,340 | |

| Professional fees | | 270,529 | | 184,570 | | | 410,778 | | 354,797 | |

| Research and development | | 270,287 | | 184,799 | | | 385,118 | | 251,444 | |

| Wages, salaries and employment expenses | | 271,584 | | 464,373 | | | 1,643,479 | | 790,462 | |

| Operating expenses | $ | 1,168,757 | $ | 926,977 | | $ | 3,491,408 | $ | 1,763,885 | |

Operating expenses for the six months ended July 31, 2024 increased from the comparative prior period due to 2.2 million share purchase options, valued at approximately $1.6 million, granted to directors, officers and consultants by MedMelior Inc. (“MedMelior”), subsidiary of the Company, which increased consulting fees and wages, salaries and employment expenses.

For the three and six months ended July 31, 2024, there were slight increases in professional fees and research and development expense. Pre-clinical studies, such as animal cardiopulmonary function, gene mutation, IND-enabling metabolism and genotoxicity GLP studies for BETR-001, were initiated and/or completed during the 2024 period.

The table below presents material components of general and administrative expense:

	THREE MONTHS ENDED			SIX MONTHS<br> <br>ENDED

| Conferences | nil | $ | 4,026 | $ | 2,689 | $ | 6,716 |

| Information technology | | | 413 | | 1,654 | | 2,503 |

| Investor relations | | | 24,000 | | 48,000 | | 48,000 |

| Office | | | 7,103 | | 14,531 | | 23,947 |

| Press release | | | 6,713 | | 13,852 | | 21,046 |

| Public listing expense | | | 26,000 | | 33,439 | | 40,218 |

| Shareholder expense | | nil | | | 11,736 | | 9,761 |

| Telecommunications | | nil | | | 1,064 | nil | |

| Travel, meals and entertainment | nil | | 1,645 | nil | | | 2,681 |

| Website costs | | | 4,921 | | 8,914 | | 8,468 |

| | | $ | 74,821 | $ | 135,879 | $ | 163,340 |

All values are in US Dollars.

General and administrative expense for the three months ended July 31, 2024 was relatively consistent with the three months ended July 31, 2023. For the six months ended July 31, 2024, general and administrative expense decreased as compared to 2023 due primarily to decreases in office, press release and public listing expense.

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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:

	QUARTERS ENDED

| Total revenue | nil | | nil | | nil | | nil | |

| Net income (loss) | | ) | | ) | | ) | | ) |

| Net income (loss) per share – basic | | ) | | ) | | ) | | ) |

| Net income (loss) per share - diluted | | ) | | ) | | ) | | ) | | | QUARTERS ENDED | | | | | | | |

| Total revenue | nil | | nil | | nil | | nil | |

| Net income (loss) | | ) | | ) | | ) | | ) |

| Net income (loss) per share – basic | | ) | | ) | | ) | | ) |

| Net income (loss) per share - diluted | | ) | | ) | | ) | | ) |

All values are in US Dollars.

Net loss for the quarter ended October 31, 2022 was higher than the other quarters as it included share-based payment expense, included within consulting fees, as a result of the issuance of 3.5 million common shares of MedMelior valued at approximately $3 million and issued for services rendered.

During the quarters ended July 31, 2022 to January 31, 2024, the Company continued its efforts in minimizing expenditures, resulting in a trend of decreasing net quarterly losses. Net loss for the quarter ended April 30, 2024 was higher than the previous quarters as well as the July 31, 2024 quarter due mainly to the increase in share-based payment expense related to 2.2 million share purchase options, valued at approximately $1.6 million and granted by MedMelior to officers, directors and consultants.

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 $118,461,982 at July 31, 2024, 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”.

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Working Capital

The following table presents the Company’s working capital at July 31 and January 31, 2024:

	July 31,<br> <br>2024			January 31,<br> <br>2024

| Current assets | $ | 449,699 | | $ | 324,746 | |

| Current liabilities | $ | 6,258,797 | | | 6,826,882 | |

| Working capital deficiency | $ | (5,809,098 | ) | $ | (6,502,136 | ) |

Working capital deficiency improved as compared to January 31, 2024. During the six months ended July 31, 2024, the Company issued convertible debentures for net proceeds of $1.2 million and common shares and share purchase warrants for proceeds of $705,000. During the current period, accrued advisory fees of $107,904 were forgiven by certain of the Company’s directors and accrued compensation of $284,000 for officers were settled through the issuance of 1,893,333 common shares of MedMelior.

Statements of Cash Flows

The following table presents the Company’s cash flows for the six months ended July 31, 2024 and 2023:

	SIX MONTHS ENDED

| Operating activities | $ | (1,860,535 | ) | $ | (1,821,407 | ) |

| Investing activities | nil | | | nil | | |

| Financing activities | | 1,949,440 | | | 1,874,143 | |

| Effect of foreign exchange rate changes on cash | | 16 | | | (51 | ) |

| Increase in cash for the period | $ | 88,921 | | $ | 52,685 | |

During the six months ended July 31, 2024, the Company issued convertible debentures for net proceeds of $1.2 million and common shares and share purchase warrants for proceeds of $705,000. During the six months ended July 31, 2023, the Company issued common shares and share purchase warrants for net proceeds of $1.8 million.

Commitments and Contingencies

In November 2019, the Company’s former chief executive officer filed an originating application with the Superior Court in the province of Quebec for damages stemming from a termination of employment. The former chief executive officer was seeking payment of amounts totaling approximately $1 million, exercisability of his stock options until the original expiry dates, issuance of 600,000 stock options and an order that the Company not issue further common shares. In December 2023, this claim was settled for $120,000 to be paid in 12 equal monthly instalments beginning January 1, 2024.

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In March 2021, Olymbec Development Inc. (“Olymbec”) filed a judicial demand before the Superior Court (Civil Division) of Quebec and a judgement for a safeguard order was obtained by Olymbec against Pivot Pharmaceuticals Manufacturing Corp. (“Pivot”), a former subsidiary, and the Company, as guarantor of the lease at 285-295 Kesmark Street, Quebec (the “Lease”), ordering Pivot and the Company to jointly pay the full amount of the Lease on the first day of each month. In May 2021, a judgement for a safeguard order was issued ordering Pivot and the Company to provide post-dated cheques for monthly lease payments for the months of June through November 2021. In June 2021, a judgement granted Pivot and the Company until June 30, 2021 to pay the outstanding lease totaling $124,223 and to deliver post-dated cheques each in the amount of $49,410.51 for monthly lease payments for the months of July through November 2021, which were completed. Olymbec is also claiming administrative fees of approximately $36,500 resulting from Pivot’s default on its monthly lease. On October 11, 2023, the trial on merits of Olymbec’s claim was scheduled for December 16, 2024. On October 25, 2023, Olymbec terminated the Lease. An order for Pivot’s bankruptcy (“Pivot Bankruptcy”) was granted on December 11, 2023 by the Superior Court (Commercial Division) of Quebec. Such bankruptcy proceedings are ongoing and the Company is aware that Olymbec may be claiming amounts in the Pivot Bankruptcy proceedings for rental arrears, administrative fees, termination penalty and damages of up to $1.1 million.

The Company is a guarantor on the Lease, which was assigned together with the sale of Pivot in October 2020 pursuant to which the Company has recorded a financial guarantee liability of $1,141,262 (January 31, 2024 - $1,141,262) based on its best estimate of potential future loss.

The Company and MedMelior were named as defendants in a lawsuit before the Supreme Court of the State of New York, New York County (“State Court”) by a former director of MedMelior, who served as director prior to MedMelior’s amalgamation with the Company. This former director filed a verified complaint on January 20, 2022, seeking compensatory and punitive damages in amounts believed by the Company to be in excess of US$2 million and US$10 million, respectively. During March 2022, the Company filed a motion to dismiss the complaint on the basis of inconvenient forum and for lack of jurisdiction. On December 1, 2022, following oral argument on the motion, the State Court dismissed the complaint in its entirety. On April 29, 2022, in response to the Company’s then-pending motion to dismiss, the former director filed a separate, parallel action, naming the Company and MedMelior before the United States District Court for the Southern District of New York (“Federal Court”), asserting substantially the same claims as in the State Court action. On March 3, 2023, the Company filed a motion to dismiss the claims filed in the Federal Court on the basis of inconvenient forum and for lack of jurisdiction. On November 27, 2023, the Federal Court dismissed the claims in their entirety. With dismissals by both the State and Federal Courts, the former director’s claims against the Company and MedMelior are no longer pending in the United States.

In January 2022, a statement of claim was filed against the Company by a third party for breach of a marketing contract. In March 2023, this claim was settled for $30,000.

In March 2022, MedMelior filed a notice of civil claim against its former pre-Amalgamation directors in the Supreme Court of British Columbia for breach of fiduciary and statutory duties and breach of contract. Relief sought include general and special damages.

At July 31, 2024, certain of the Company’s research and development programs, with a total contracted amount of $5.34 million, were in progress of which the Company has paid $3.40 million and a further $1.94 million remains to be paid in future periods.

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RISKS AND UNCERTAINTIES

Financial Risks

Credit Risk

Credit risk is the risk of loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s cash is held through reputable financial institutions in Canada and Australia. The carrying amounts of cash represent the maximum exposure to credit risk. As at July 31, 2024, this amounted to $126,305.

Interest Rate Risk

Interest rate risk is the risk that fair values of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages liquidity risk through the management of its capital structure. Accounts payable and accrued liabilities, due to related parties, financial guarantee liability and interest payable portion of convertible debentures are due within the current operating period.

Currency Risk

Currency risk is the risk of loss due to fluctuation of foreign exchange rates and the effects of these fluctuations on foreign currency denominated monetary assets and liabilities. A 5% change in exchange rates will increase or decrease the Company’s loss by approximately $182,000. 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. |

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The Company will rely on third parties to conduct its research, development and manufacturing activities. If these third parties do not perform as contractually required, fail to meet the Company’s manufacturing requirements and applicable regulatory requirements or otherwise expected, the Company may not be able to commercialize its products, which may prevent the Company from becoming profitable.

| · | If the Company is unable to establish a sales, marketing and distribution infrastructure or enter into collaborations with partners to perform these functions, it may not be successful in commercializing its product candidates. |

| · | The Company’s product candidates may never gain market acceptance, which could prevent the Company from generating revenues. |

| · | The Company faces potential product liability exposure, and any claim brought against the Company may cause it to divert resources from normal operations or terminate selling, distributing and marketing any of its products. This may cause BetterLife to cease its operations as it relates to that product. |

| · | The manufacturing of all of the Company’s products will be subject to ongoing regulatory requirements, and may therefore be the subject of regulatory or enforcement action. The associated costs could prevent the Company from achieving its goals or becoming profitable. |

| · | Since certain of the Company’s directors are located outside of Canada, shareholders may be limited in their ability to enforce Canadian civil actions against the Company’s directors for damages to the value of their investment. |

| · | The Company plans to indemnify its directors and officers against liability to the Company and its security holders, and such indemnification could increase its operating costs. |

| · | The Company has no sources of product revenue and it will not be able to maintain operations and research and development without sufficient funding. |

| · | The Company is highly dependent upon certain key personnel and their loss could adversely affect the Company’s ability to achieve its business objectives. |

| · | If the Company breaches any of the agreements under which it licenses rights to product candidates or technology from third parties, it can lose license rights that are important to its business. The Company’s current license agreements may not provide an adequate remedy for breach by the licensor. |

| · | Preclinical and clinical drug development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results and the Company’s product candidates may not have favorable results in later trials or in the commercial setting. |

| · | If the Company is unable to enroll subjects in clinical trials, it will be unable to complete these trials on a timely basis. |

| · | If the Company’s competitors develop and market products that are more effective than the Company’s existing product candidates or any products that it may develop, or obtain marketing approval before the Company does, the Company’s products may be rendered obsolete or uncompetitive. |

| · | The Company relies on contract manufacturers over whom it has limited control. If the Company is subject to quality, cost or delivery issues with the preclinical and clinical grade materials supplied by contract manufacturers, its business operations could suffer significant harm. |

| · | The Company’s future success is dependent primarily on the regulatory approval of a single product. |

| · | The Company will be subject to extensive government regulation that will increase the cost and uncertainty associated with gaining final regulatory approval of its product candidates. |

11

·	The Company’s products may become subject to unfavorable pricing regulations, third-party coverage and reimbursement practices or healthcare reform initiatives, thereby having an adverse effect on its business.

| · | Negative results from clinical trials or studies of others and adverse safety events involving the targets of the Company’s products may have an adverse impact on future commercialization efforts. |

| · | The Company faces the risk of product liability claims, which could exceed its insurance coverage and produce recalls, each of which could deplete cash resources. |

| · | Changes in government regulations, although beyond the Company’s control, could have an adverse effect on its business. |

| · | The Company’s discovery and development processes may involve the use of companion diagnostics or biomarkers. |

| · | Significant disruption in availability of key components for ongoing preclinical and clinical studies could considerably delay completion of potential clinical trials, product testing and regulatory approval of potential product candidates. |

| · | The Company’s products or technologies may need to be used in connection with third-party technologies or products. |

| · | The Company may pursue other business opportunities in order to develop its business and/or products. |

| · | Generally, a litigation risk exists for any company that may compromise its ability to conduct the Company’s business. |

| · | The Company’s success depends on its ability to effectively manage its growth. |

| · | It may be difficult for non-Canadian investors to obtain and enforce judgments against the Company because of its Canadian incorporation and presence. |

| · | Significant disruptions of information technology systems or security breaches could adversely affect the Company’s business. |

Risks Related to 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. |

12

·	Shareholders will experience dilution or subordinated stockholder rights, privileges and preferences as a result of the Company’s financing efforts.

| · | The Company does not intend to pay dividends and there will thus be fewer ways in which shareholders are able to make a gain on their investment, if at all. |

| · | The price of the Company’s shares may be subject to fluctuation in the future based on market conditions. |

The Company has sought to identify what it believes to be the most significant risks to its business, but it cannot predict whether, or to what extent, any of such risks may be realized nor can it guarantee that it has identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to BetterLife’s common shares.

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 six months ended July 31, 2024, BetterLife entered into transactions and had outstanding balances with various related parties. The transactions with related parties are in the normal course of business.

Key Management Compensation

Key management includes those persons having authority and responsibility for planning, directing and controlling the activities, directly or indirectly, of the Company and includes the chief executive officer, chief operating officer and chief financial officer. During the three and six months ended July 31, 2024, compensation of key management and directors of the Company, consisting of salaries, director fees and share-based payments, totaled $349,034 and $1,864,352, respectively (three and six months ended July 31, 2023 - $491,972 and $848,234, respectively), of which $93,584 and $1,354,295, respectively, were share-based payments related to share purchase options (three and six months ended July 31, 2023 - $223,920 and $310,844, respectively). During the six months ended July 31, 2024:

·	No share purchase options were granted to directors and officers (six months ended July 31, 2023 – 5,595,000)

| · | No share purchase options for officers expired (six months ended July 31, 2023 – 700,000). |

| · | MedMelior granted 1,800,000 share purchase options to the Company’s officers and directors (six months ended July 31, 2023 – nil). |

Other Related Party Transactions

At July 31, 2024, the Company owed $883,477 to key management and directors (January 31, 2024 - $1,295,199), of which $231,527 bear interest at 8% per annum (January 31, 2024 - $229,781) and accounts payable and accrued liabilities include $552,360 owed to a former director of MedMelior (January 31, 2024 - $535,880).

13

Other related party transactions include:

·	In July 2024, outstanding compensation to the Company’s officers totaling $284,000 were settled through the issuance of 1,893,333 common shares of MedMelior.

| · | In July 2024, $125,000 and $100,000 of convertible debentures originally issued to the Company’s Chief Executive Officer in December 2023 and March 2024, respectively, were converted into a total of 2,250,000 common shares and 2,250,000 share purchase warrants. |

| · | In June 2024, the Company issued 500,000 common shares and 500,000 share purchase warrants to its Chief Executive Officer for gross proceeds of $50,000. |

| · | In April 2024, $107,904 of accrued advisory fees to directors were forgiven. |

| · | In March 2024, the Company issued convertible debentures of $100,000 to its Chief Executive Officer. |

| · | In April 2023, $469,129 of amounts owing to officers in MedMelior were forgiven. |

| · | In March 2023, the Company issued 2,000,000 units to its Chief Executive Officer for gross proceeds received of $200,000. |

| · | During the six months ended July 31, 2023, the Company recorded $60,000 in subscription proceeds from its Chief Executive Officer. |

PROPOSED TRANSACTIONS

There are none.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting estimates are estimates and assumptions made by management that may result in material adjustments to the carrying amount of assets and liabilities within the next financial year. Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments.

The following are the critical judgments and estimates that management have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements:

·	Expense or capitalization of research and development expenditures;

| · | Impairment of non-financial assets; |

| · | Fair value of financial guarantee liability; |

| · | Fair value of convertible debentures; |

| · | Estimation of provision for legal liabilities; |

| · | Assessment of functional currency; |

| · | Determination of share-based payment expenses; |

| · | Allocation of proceeds from issuance of units between common shares and warrants; and |

| · | Assessment of going concern. |

14

CHANGES IN ACCOUNTING POLICIES

New Accounting Standards and Interpretations

The following new accounting standards and interpretations were adopted by the Company at February 1, 2024.

IAS 1 – Presentation of Financial Statements

IAS 1 has been amended to modify the requirements introduced by Classification of Liabilities as Current or Non-current on how an entity classifies debt and other financial liabilities as current or non-current in particular circumstances. Only covenants with which an entity is required to comply on or before the reporting date affect the classification of a liability as current or non-current. In addition, an entity has to disclose information in the notes that enables users of financial statements to understand the risk that non-current liabilities with covenants could become repayable within twelve months.

The amendments are to be applied prospectively and are effective for annual periods beginning on or after January 1, 2024. The amendments 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. Amounts receivable, excluding tax receivables, are classified as amortized cost. Their carrying values approximate fair value due to their limited time to maturity and ability to convert them to cash in the normal course. Financial liabilities are measured at amortized cost, unless they are required to be measured at fair value through profit or loss. The Company’s accounts payable and accrued liabilities, due to related parties, convertible debentures and loans payable are measured at amortized cost. The Company’s financial guarantee liability and warrant liabilities are measured at FVTPL. The carrying values of amounts receivable excluding tax receivables, due to related parties, amounts payable and accrued liabilities and current portion of convertible debentures approximate the fair values due to the short-term nature of these items. The fair values of non-current portion of convertible debentures and loans payable are partially derived from market interest rates. The risk of material change in fair value is not considered to be significant due to a relatively short-term nature.

BetterLife recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At the end of each reporting period, the Company reviews the carrying amounts of long-lived assets to determine whether there is an indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment charge (if any). The recoverable amount is the higher of the fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is determined to be less than its recorded amount, the recorded amount of the asset is reduced to its recoverable amount. An impairment charge is recognized immediately in the condensed consolidated interim statement of loss and comprehensive loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to a maximum amount equal to the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years.

15

The Company classifies and discloses fair value measurements based on a three-level hierarchy:

a.	Level 1 – inputs are unadjusted quoted prices in active markets for identical assets or liabilities;
b.	Level 2 – inputs other than quoted prices in Level 1 that are observable for the asset or liability, either directly or indirectly; and
c.	Level 3 – inputs for the asset or liability are not based on observable market data.

The Company has determined the estimated fair values of its financial instruments based upon appropriate valuation methodologies. At July 31 and January 31, 2024, cash was measured and recognized in the condensed consolidated interim statement of financial position using Level 1 inputs in the fair value hierarchy. 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.

SHARE DATA

The following table sets forth the outstanding common share, warrants, special warrants, compensation options, stock options and performance share units data for the Company as at September 25, 2024:

	Authorized	Issued

| Warrants | | | 46,762,768 |

| Stock options | | | 10,215,000 |

| 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).

16

betrf_ex992.htm EXHIBIT 99.2

BETTERLIFE PHARMA INC.

Condensed Consolidated Interim Financial Statements

Three and six months ended July 31, 2024 and 2023

(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)

	July 31, 2024		January 31, 2024

| Financial guarantee liability (Note 14(c)) | | | | |

| Financial guarantee liability (Note 14(c)) | | | | |

| Accumulated deficit | | ) | | ) | | Deficit attributable to shareholders | | ) | | ) |

All values are in US Dollars.

Nature of operations and going concern (Note 1) and commitments and contingencies (Note 14)

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 Loss and Other Comprehensive Loss

(Expressed in Canadian dollars)

(Unaudited)

	Three Months Ended				Six Months Ended

| Foreign exchange loss (gain) | | | | ) | | | | ) |

| Wages, salaries and employment expenses | | | | | | | | | | Total expenses | | | | | | | | | | Loss from operations | | ) | | ) | | ) | | ) | | Other income (expenses) | | | | | | | | |

| Accretion (Notes 5 and 6) | | ) | | | | ) | | |

| Change in financial guarantee liability (Note 14(c)) | | | | ) | | | | |

| Change in unrealized gains/losses on warrant liabilities (Notes 8(a) and 8(b)) | | ) | | ) | | ) | | ) |

| Gain from extinguishment/forgiveness of debts (Note 13) | | | | | | | | |

| Interest expense | | ) | | ) | | ) | | ) |

| Other | | | | ) | | | | ) |

| Recovery of penalties | | | | | | | | | | Total other income (expenses) | | ) | | ) | | ) | | ) | | Net loss | | ) | | ) | | ) | | ) | | Other comprehensive income (loss) | | | | | | | | |

| Foreign currency translation adjustment of foreign operations | | | | | | ) | | | | Net comprehensive loss | | ) | | ) | | ) | | ) | | Net loss attributable to: | | | | | | | | |

| Shareholders | | ) | | ) | | ) | | ) |

| Non-controlling interests (Note 11) | | ) | | ) | | ) | | ) | | | | ) | | ) | | ) | | ) | | Net comprehensive loss attributable to: | | | | | | | | |

| Shareholders | | ) | | ) | | ) | | ) |

| Non-controlling interests (Note 11) | | ) | | ) | | ) | | ) | | | | ) | | ) | | ) | | ) | | Net loss per share, basic and diluted | | ) | | ) | | ) | | ) | | Weighted average shares outstanding, basic and diluted | | | | | | | | |

All values are in US Dollars.

(The accompanying notes are an integral part of these condensed consolidated interim financial statements)

4

BETTERLIFE PHARMA INC.

Condensed Consolidated Interim Statements of Changes in Deficit

(Expressed in Canadian dollars)

(Unaudited)

	Common Shares			Subscriptions			Accumulated Other Comprehensive Income - Foreign Currency						Non-controlling		Total

| Common shares issued for cash (Notes 7(e), 7(f), 7(g), 11 and 13) | | 20,771,429 | | | ) | | | | | | | | | ) | | |

| Subscriptions received (Note 13) | | – | | | | | | | | | | | | | | |

| Capital contribution by officers in forgiveness of liabilities (Note 13) | | – | | | | | | | | | | | | | | |

| Share-based payments (Note 10) | | – | | | | | | | | | | | | | | |

| Foreign currency translation adjustment of foreign operations | | – | | | | | | | | | | | | ) | | |

| Net loss | | – | | | | | | | | ) | | ) | | ) | | ) | | Balance – July 31, 2023 | | 110,875,305 | | | | | | | | ) | | ) | | | | ) | | Balance – January 31, 2024 | | 115,825,302 | | | | | | | | ) | | ) | | | | ) |

| Common shares issued for cash (Notes 7(c), 7(d) and 13) | | 7,050,000 | | | | | | | | | | | | | | |

| Subscriptions received (Note 11) | | – | | | | | | | | | | | | | | |

| Settlement of accounts payable and due to related parties (Notes 7(a) and 13) | | 218,750 | | | | | | | | | | | | | | |

| Equity component of convertible debentures (Note 5) | | – | | | | | | | | | | | | | | |

| Warrants granted as issue costs for convertible debentures (Notes 5(b), 5(c) and 5(e)) | | – | | | | | | | | | | | | | | |

| Common shares issued for conversion of debentures (Notes 5(a), 5(b), 5(c), 7(b) and 13) | | 6,369,041 | | | | | | | | | | | | | | |

| Share-based payments (Note 10) | | – | | | | | | | | | | | | | | |

| Foreign currency translation adjustment of foreign operations | | – | | | | | | ) | | | | ) | | ) | | ) |

| Net loss | | – | | | | | | | | ) | | ) | | ) | | ) | | Balance – July 31, 2024 | | 129,463,093 | | | | | | | | ) | | ) | | | | ) |

All values are in US Dollars.

(The accompanying notes are an integral part of these condensed consolidated interim financial statements)

5

BETTERLIFE PHARMA INC.

Condensed Consolidated Interim Statements of Cash Flows

(Expressed in Canadian dollars)

(Unaudited)

	Six Months Ended

| Operating activities | | | | | | Net loss | | ) | | ) |

| Adjustments to reconcile net loss to net cash used in operating activities: | | | | |

| Change in financial guarantee liability | | | | ) |

| Change in unrealized gains/losses on warrant liabilities | | | | |

| Foreign exchange loss | | | | ) |

| Gain from extinguishment/forgiveness of debts | | ) | | |

| Prepaids and other current assets | | ) | | ) |

| Accounts payable and accrued liabilities | | ) | | ) |

| Due to related parties | | ) | | |

| Net cash used in operating activities | | ) | | ) | | Financing activities | | | | |

| Proceeds from subscriptions received by MedMelior | | | | |

| Proceeds from convertible debentures, net | | | | |

All values are in US Dollars.

Supplemental cash flow disclosures (Note 12)

(The accompanying notes are an integral part of these condensed consolidated interim financial statements)

6

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

1. Nature of Operations and Going Concern

BetterLife Pharma Inc. (the “Company”) was incorporated in British Columbia under the Business Corporations Act on June 10, 2002 whose common shares are publicly traded on the Canadian Securities Exchange under the symbol “BETR” and on the OTCQB under the symbol “BETRF”. The Company is a biopharmaceutical company engaged in the development of patented pharmaceuticals.

These condensed consolidated interim financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.

As at July 31, 2024, the Company has not earned any revenue and has an accumulated deficit of $118,461,982 (January 31, 2024 - $115,075,713). During the three and six months ended July 31, 2024, the Company incurred a net loss of $1,448,284 and $3,497,597, respectively (three and six months ended July 31, 2023 - $1,027,620 and $1,991,289, respectively). During the six months ended July 31, 2024, the Company also incurred negative cash flows from operating activities of $1,860,535 (six months ended July 31, 2023 - $1,821,407). As at July 31, 2024, the Company’s current liabilities exceeded its current assets by $5,809,098 (January 31, 2024 - $6,502,136).

To date, the Company has funded operations through equity offerings and debt financings. As the Company is pre-commercialization and has limited liquidity, it is exploring alternatives to address its limited liquidity, including potential merger or business combinations in addition to equity and debt financings. There can be no assurances that any of the explored alternatives would be successful.

The continued operations and future viability of the Company are dependent on the ability:

·	To raise cash flows from financing activities to cover operating losses and liabilities as they come due;

| · | To negotiate flexible payment terms with suppliers; and |

| · | To cut costs to achieve its plans. |

Management intends to continue to pursue additional financing through issuances of equity or debentures. There is no assurance that additional funding will be available on a timely basis or on terms acceptable to the Company. These events or conditions indicate that a material uncertainty exists that casts substantial doubt on the Company’s ability to continue as a going concern and ultimately on the appropriateness of the use of accounting policies applicable to a going concern. These condensed consolidated interim financial statements do not reflect the adjustments or reclassifications of assets and liabilities which would be necessary if the Company were unable to continue its operations. Such adjustments could be material.

The head office and principal address of the Company is located at 1275 West 6^th^ Avenue, #300, Vancouver, BC, Canada, V6H 1A6.

2. Material Accounting Policies

(a)	Basis of Compliance
	These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee.

7

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

2. Material Accounting Policies (continued)

	These condensed consolidated interim financial statements are unaudited and have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, using accounting policies which are consistent with IFRS as issued by the IASB. They do not include all of the information required for full annual consolidated financial statements in compliance with IAS 1, Presentation of Financial Statements.<br> <br><br> <br>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, 2024 and should be read in conjunction with those audited consolidated financial statements. These condensed consolidated interim financial statements were approved by the Board of Directors and authorized for issue on September 25, 2024.
(b)	Basis of Measurement and Presentation
	These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value and are presented in Canadian dollars.
(c)	Basis of Consolidation
	Subsidiaries<br> <br>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.<br> <br><br> <br>The consolidating entities include:

	% of ownership			Jurisdiction
BetterLife Pharma Inc.	Parent			Canada

| MedMelior Inc. | | 91 | % | Canada |

| Blife Therapeutics Inc. | | 100 | % | Canada |

| BetterLife Pharma US Inc. (dissolved April 2024) | | 100 | % | U.S.A. |

| Altum Pharma (Australia) Pty Ltd. | 100 | | %^(1)^ | Australia |

| Altum Pharmaceuticals (HK) Limited | 100 | | %^(1)^ | Hong Kong |

(1) Wholly-owned subsidiaries of MedMelior Inc.

Non-controlling interests

Non-controlling interests (“NCI”) represents the non-controlling shareholders’ portion of the net assets and net loss of MedMelior Inc. (“MedMelior”) and its wholly-owned subsidiaries. Changes to the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

8

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

2. Material Accounting Policies (continued)

(d)	Use of Estimates and Judgments
	The preparation of the condensed consolidated interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.<br> <br><br> <br>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.<br> <br><br> <br>For critical judgments used by management, refer to the Company’s most recent annual consolidated financial statements for the year ended January 31, 2024.
(e)	Foreign Currency
	The Company’s presentation currency is the Canadian dollar. The functional currency of the parent entity, BetterLife Pharma Inc., and its subsidiaries, MedMelior Inc. and Blife Therapeutics Inc., is the Canadian dollar. The functional currency of the U.S. subsidiary, BetterLife Pharma US Inc., is the U.S. dollar. The functional currency of the Hong Kong subsidiary, Altum Pharmaceuticals (HK) Limited, is the Hong Kong dollar. The functional currency of the Australian subsidiary, Altum Pharma (Australia) Pty Ltd., is the Australian dollar.<br> <br><br> <br>Foreign currency transactions<br> <br>Transactions in foreign currencies are translated to the respective functional currencies of the Company and its subsidiaries at the exchange rate in effect at the transaction date. Monetary assets and liabilities denominated in other than the functional currency are translated at the exchange rates in effect at the financial position date. The resulting exchange gains and losses are recognized in the condensed consolidated interim statements of loss and other 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.<br> <br><br> <br>Foreign operations<br> <br>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 shareholders’ equity or deficit, described as foreign currency translation adjustment.

9

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

2. Material Accounting Policies (continued)

(f)	Comprehensive Income (Loss)
	Comprehensive income or loss is the change in net assets arising from transactions and other events and circumstances from non-owner sources. Financial assets that are measured at fair value through other comprehensive income will have revaluation gains and losses included in other comprehensive income or loss until the asset is removed from the condensed consolidated interim statement of financial position. Certain gains and losses on the translation of amounts between the functional and presentation currency of the Company are included in other comprehensive income or loss. Gains and losses on translation of foreign subsidiaries are initially recognized in other comprehensive income or loss. Accumulated other comprehensive income or loss on translation of foreign subsidiaries are reclassified from equity to deficit on disposal of the subsidiary.
(g)	Income (Loss) Per Share
	The Company presents the basic and diluted earnings or loss per share data for its common shares, calculated by dividing the earnings or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted earnings or loss per share is determined by adjusting the earnings or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares. For the three and six months ended July 31, 2024 and 2023, basic net loss per share equals diluted net loss per share as the Company incurred net losses during these years and the Company’s share purchase options and warrants were anti-dilutive.

3. New Accounting Pronouncements

The following new accounting standards and interpretations were adopted by the Company at February 1, 2024.

IAS 1 – Presentation of Financial Statements

IAS 1 has been amended to modify the requirements introduced by Classification of Liabilities as Current or Non-current on how an entity classifies debt and other financial liabilities as current or non-current in particular circumstances. Only covenants with which an entity is required to comply on or before the reporting date affect the classification of a liability as current or non-current. In addition, an entity has to disclose information in the notes that enables users of financial statements to understand the risk that non-current liabilities with covenants could become repayable within twelve months.

4. Intangible Assets

The Company is currently developing several drug candidates and holds a portfolio of patents related to them. The relevant intangible assets have been fully impaired in prior years and currently are recorded at carrying values of $nil.

10

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

5. Convertible Debentures

	Convertible Debentures
Balance, January 31, 2023

| Proceeds from issuances of convertible debentures (Note 5(a)) | | |

| Transfer of conversion component to equity | | ) |

| Proceeds from issuances of convertible debentures (Notes 5(b), 5(c), 5(d), 5(e) and 13) | | |

| Transfer of conversion component to equity | | ) |

| Transaction costs (Notes 5(b), 5(c) and 5(e)) | | ) |

| Accretion and interest | | |

| Interest payments | | ) |

| Conversion (Notes 5(a), 5(b), 5(c), 7(b) and 13) | | ) |

| Balance, July 31, 2024 | | |

All values are in US Dollars.

Current, July 31, 2024	28,550

| Non-current, July 31, 2024 | 684,215 |

| Balance, July 31, 2024 | 712,765 |

(a)	On December 31, 2023, the Company issued unsecured convertible debentures for $300,000. The debentures bear interest at 10% per annum, have maturity date of June 30, 2025 and are convertible into units, with each unit consisting of one common share and one share purchase warrant, at a conversion price equal to $0.10 per unit. Each share purchase warrant received on conversion will have an exercise price of $0.10 per warrant and will expire on December 31, 2025. The effective interest rate has been determined to be 15.1% per annum.
	During the six months ended July 31, 2024, principal and accrued interest of $300,000 and $3,534, respectively, were converted into a total of 3,035,342 common shares and 3,035,342 share purchase warrants of the Company (Notes 7(b) and 13). The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $nil allocated to the warrants (Note 8(c)).
(b)	On February 29, 2024, the Company issued unsecured convertible debentures for $65,000. The debentures bear interest at 10% per annum, have maturity date of February 28, 2026 and are convertible into units, with each unit consisting of one common share and one share purchase warrant, at a conversion price equal to $0.10 per unit. Each share purchase warrant received on conversion will have an exercise price of $0.10 per warrant and will expire on August 28, 2026. The effective interest rate has been determined to be 15.1% per annum.
	Transaction costs totaling $8,955 consisted of the following: 78,000 brokers’ warrants (Note 8(c)) with fair value of $3,755 and brokers’ fee of $5,200. Brokers’ warrants entitle the holder to purchase one common share at an exercise price of $0.10 and expire on February 28, 2026. The fair values of the brokers’ warrants were determined using the fair values of the common shares issued as values of services provided could not be estimated reliably. The Company used the Black-Scholes option pricing model to value the brokers’ warrants.

11

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

5. Convertible Debentures (continued)

	During the six months ended July 31, 2024, principal of $35,000 was converted into 350,000 common shares and 350,000 share purchase warrants of the Company (Note 7(b)). The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $nil allocated to the warrants (Note 8(c)).
(c)	On March 28, 2024, the Company issued unsecured convertible debentures for $780,000 (Note 13). The debentures bear interest at 10% per annum, have maturity date of March 27, 2026 and are convertible into units, with each unit consisting of one common share and one share purchase warrant, at a conversion price equal to $0.10 per unit. Each share purchase warrant received on conversion will have an exercise price of $0.10 per warrant and will expire on September 27, 2026. The effective interest rate has been determined to be 15.1% per annum.
	Transaction costs totaling $19,906 consisted of the following: 168,000 brokers’ warrants (Note 8(c)) with fair value of $8,706 and brokers’ fee of $11,200. Brokers’ warrants entitle the holder to purchase one common share at an exercise price of $0.10 and expire on March 27, 2026. The fair values of the brokers’ warrants were determined using the fair values of the common shares issued as values of services provided could not be estimated reliably. The Company used the Black-Scholes option pricing model to value the brokers’ warrants.
	During the six months ended July 31, 2024, principal and accrued interest of $295,000 and $3,370, respectively, were converted into a total of 2,983,699 common shares and 2,983,699 share purchase warrants of the Company (Notes 7(b) and 13). The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $nil allocated to the warrants (Note 8(c)).
(d)	On April 2, 2024, the Company issued unsecured convertible debentures for $368,000. The debentures bear interest at 10% per annum, have maturity date of April 1, 2026 and are convertible into units, with each unit consisting of one common share and one share purchase warrant, at a conversion price equal to $0.10 per unit. Each share purchase warrant received on conversion will have an exercise price of $0.10 per warrant and will expire on October 1, 2026. The effective interest rate has been determined to be 15.1% per annum.
(e)	On April 30, 2024, the Company issued unsecured convertible debentures for $30,000. The debentures bear interest at 10% per annum, have maturity date of April 29, 2026 and are convertible into units, with each unit consisting of one common share and one share purchase warrant, at a conversion price equal to $0.10 per unit. Each share purchase warrant received on conversion will have an exercise price of $0.10 per warrant and will expire on October 29, 2026. The effective interest rate has been determined to be 15.1% per annum.
	Transaction costs totaling $4,545 consisted of the following: 36,000 brokers’ warrants (Note 8(c)) with fair value of $2,145 and brokers’ fee of $2,400. Brokers’ warrants entitle the holder to purchase one common share at an exercise price of $0.10 and expire on April 29, 2026. The fair values of the brokers’ warrants were determined using the fair values of the common shares issued as values of services provided could not be estimated reliably. The Company used the Black-Scholes option pricing model to value the brokers’ warrants.

12

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

5. Convertible Debentures (continued)

The convertible debentures contained no financial covenants. The liability components of the convertible debentures were determined by using discounted cash flows to measure the fair values of similar liabilities that exclude convertibility features. Accretion expense on convertible debentures for the three and six months ended July 31, 2024 was $160,526 and $183,684, respectively (three and six months ended July 31, 2023 - $nil and $nil, respectively). As at July 31, 2024, accrued interest of $28,550 (January 31, 2024 - $2,548) was included in convertible debentures.

6. Loans Payable

	Loans Payable
Balance, January 31, 2023

| Interest payment | | ) |

All values are in US Dollars.

Current, July 31, 2024	–

| Non-current, July 31, 2024 | 90,041 | | Balance, July 31, 2024 | 90,041 |

In February 2021, the Company and its subsidiary, MedMelior, each entered into Canada Emergency Business Account (“CEBA”) term loan agreements for $60,000 with an initial expiry date of December 31, 2022 (amended to January 18, 2024) and interest rate of nil% per annum during this initial term. The CEBA term loan agreements also provide for an extended maturity date of December 31, 2025 (amended to December 31, 2026) and interest rate of 5% per annum during the extended term.

Accretion expense on CEBA term loans for the three and six months ended July 31, 2024 was $3,914 and $7,578, respectively (three and six months ended July 31, 2023 - $nil and $nil, respectively). As at July 31, 2024, accrued interest of $181 (January 31, 2024 - $214), was included in loans payable.

7. Common Shares

Authorized: Unlimited number of common shares without par value

During the six months ended July 31, 2024:

(a)	On April 2, 2024, the Company issued 218,750 common shares with a fair value of $19,688 to a third party for settlement of accounts payable.
(b)	The Company issued units pursuant to conversion of convertible debentures at conversion price of $0.10 as follows (Notes 5(a), 5(b) and 5(c)):

13

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

7. Common Shares (continued)

Issuance Dates of	Total Amount		Converted Into

| Convertible Debentures | Converted | | Common Shares | | Warrants | | December 31, 2023 | $ | 303,534 | | 3,035,342 | 3,035,342 |

| February 29, 2024 | $ | 35,000 | | 350,000 | 350,000 |

| March 28, 2024 | $ | 298,370 | | 2,983,699 | 2,983,699 | | | $ | 636,904 | | 6,369,041 | 6,369,041 |

(c)

On June 14, 2024, the Company closed on a brokered private placement and issued 5,300,000 units at price of $0.10 per unit for gross proceeds of $530,000. Each unit consisted of one common share and one share purchase warrant entitling the holder to purchase one common share at an exercise price of $0.13 and expiring on June 13, 2026. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $nil allocated to the warrants (Note 8(c)).

(d)

On July 2, 2024, the Company closed on a brokered private placement and issued 1,750,000 units at price of $0.10 per unit for gross proceeds of $175,000. Each unit consisted of one common share and one share purchase warrant entitling the holder to purchase one common share at an exercise price of $0.13 and expiring on July 1, 2026. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $nil allocated to the warrants (Note 8(c)).

During the six months ended July 31, 2023:

(e)	On March 14, 2023, the Company closed on a brokered private placement and issued 15,000,000 units at price of $0.10 per unit for gross proceeds of $1,500,000. 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 $0.15 and expiring on March 14, 2028. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $225,000 allocated to the warrants.
	Share issue costs totaling $228,972 consisted of the following: 840,000 brokers’ warrants with fair value of $39,972, brokers’ fee of $84,000 and other transaction costs of $105,000. Brokers’ warrants entitle the holder to purchase one common share at an exercise price of $0.10 and expire on March 14, 2025. The fair values of the brokers’ warrants were determined using the fair values of the common shares issued as values of services provided could not be estimated reliably. The Company used the Black-Scholes option pricing model to value the brokers’ warrants.
(f)	On March 14, 2023, the Company closed on a non-brokered private placement and issued 3,571,429 units at price of US$0.07 per unit for gross proceeds of $357,143 (US$250,000). 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 US$0.11 and expiring on March 14, 2028. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $48,846 allocated to the warrants (Note 8(a)).
(g)	On July 10, 2023, the Company closed on a non-brokered private placement and issued 2,200,000 units at price of $0.10 per unit for gross proceeds of $220,000. 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 $0.15 and expiring on July 9, 2028. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $44,000 allocated to warrants.

14

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

8. Share Purchase Warrants

(a)

Warrant liabilities

At July 31, 2024, the Company has 3,571,429 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 the Company (Canadian dollar), the warrants are treated as financial liabilities. These warrants are therefore classified as financial liabilities with changes in fair value recognized in the condensed consolidated interim statements of loss and other comprehensive loss. The warrant liabilities are measured using Level 3 inputs within the fair value hierarchy.

The following table summarizes the continuity of liability-classified warrants:

	Number of Warrants		Weighted Average Exercise Price US	Weighted Average Remaining Contractual Life (Years)		Liability Amount

| Balance, January 31, 2023 | | – | | | – | |

| Granted (Note 7(f)) | | 3,571,429 | | | 5.00 | |

| Change in fair value | | – | | | – | |

| Balance, January 31, 2024 | | 3,571,429 | | | 4.12 | |

| Change in fair value | | – | | | – | |

| Balance, July 31, 2024 | | 3,571,429 | | | 3.62 | |

All values are in US Dollars.

At July 31, 2024, the following liability-classified warrants were outstanding:

Number of Warrants	Exercise Price US	Expiry Date

| 3,571,429 | | March 14, 2028 |

All values are in US Dollars.

The fair values of warrant liabilities at July 31 and January 31, 2024 were estimated using the Black-Scholes option pricing model with the following assumptions:

	July 31,<br> <br>2024	January 31, 2024

| Risk free interest rates | 3.10% | |

| Volatilities | 113% | |

| Market prices of common shares | US$0.11 | US0.056 |

| Expected dividends | nil% | nil% |

| Expected lives | 3.62 years | 4.12 years |

| Exercise prices | US$0.11 | US0.11 |

All values are in US Dollars.

15

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

8. Share Purchase Warrants (continued)

(b)

Warrant liabilities of Med Melior

At July 31, 2024, MedMelior has 221,333 share purchase warrants with exercise prices denominated in U.S. dollars (January 31, 2024 – 318,000). 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 loss and other comprehensive loss. The warrant liabilities are measured using Level 3 inputs within the fair value hierarchy. The following table summarizes the continuity of liability-classified warrants of MedMelior:

	Number of Warrants			Weighted Average Exercise Price US	Weighted Average Remaining Contractual Life (Years)		Liability Amount

| Balance, January 31, 2023 | | 96,667 | | | | 1.36 | | |

| Granted (Note 11) | | 221,333 | | | | 2.00 | | |

| Change in fair value | | – | | | | – | | ) |

| Balance, January 31, 2024 | | 318,000 | | | | 1.02 | | |

| Expired | | (96,667 | ) | | | – | | |

| Change in fair value | | – | | | | – | | ) |

| Balance, July 31, 2024 | | 221,333 | | | | 0.81 | | |

All values are in US Dollars.

At July 31, 2024, the following liability-classified warrants of MedMelior were outstanding:

Number of Warrants	Exercise Price US	Expiry Date

| 221,333 | | May 23, 2025 |

All values are in US Dollars.

The fair values of warrant liabilities at July 31 and January 31, 2024 were estimated using the Black-Scholes option pricing model with the following assumptions:

	July 31,<br> <br>2024	January 31,<br> <br>2024

| Risk free interest rates | 4.06% | 4.71% |

| Volatilities | 101% | 101% |

| Market prices of common shares | US$0.63 | US$0.63 |

| Expected dividends | nil% | nil% |

| Expected lives | 0.81 years | 0.36 to 1.31 years |

| Exercise price | US$1.25 | US$1.25 |

16

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

8. Share Purchase Warrants (continued)

(c)	Equity-classified warrants
	The following table summarizes the continuity of equity-classified share purchase warrants:

	Number of<br> <br>Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)
Balance, January 31, 2023		30,140,643					1.21

| Granted | | 23,104,000 | | | | | 4.24 |

| Expired | | (438,095 | ) | | ) | | – | | Balance, January 31, 2024 | | 52,806,548 | | | | | 1.90 |

| Granted (Notes 5(a), 5(b), 5(c), 5(e), 7(b), 7(c), 7(d) and 13) | | 13,701,041 | | | | | 1.93 |

| Expired | | (23,316,250 | ) | | ) | | – | | Balance, July 31, 2024 | | 43,191,339 | | | | | 2.39 |

All values are in US Dollars.

At July 31, 2024, the following equity-classified warrants were outstanding:

Number of Warrants	Exercise Price	Expiry Date
840,000		March 14, 2025

| 3,064,000 | | August 30, 2025 |

| 6,386,298 | | December 2, 2025^(1)^ |

| 2,000,000 | | December 14, 2025 |

| 3,035,342 | | December 31, 2025 |

| 78,000 | | February 28, 2026 |

| 168,000 | | March 27, 2026 |

| 36,000 | | April 29, 2026 |

| 5,300,000 | | June 13, 2026 |

| 1,750,000 | | July 1, 2026 |

| 350,000 | | August 31, 2026 |

| 2,983,699 | | September 27, 2026 |

| 15,000,000 | | March 14, 2028 |

| 2,200,000 | | July 9, 2028 |

| 43,191,339 | | |

All values are in US Dollars.

(1) Effective December 1, 2023, original expiry date of December 2, 2023 was amended to December 2, 2025.

17

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

8. Share Purchase Warrants (continued)

The fair values of equity-classified warrants issued as brokers’ warrants (Notes 5(b), 5(c), 5(e) and 7(e)) during the six months ended July 31, 2024 and 2023 were estimated using the Black-Scholes option pricing model with the following assumptions: ****

	July 31, 2024

| Dates of grants | February 29, March 28 and April 30, 2024 |

| Risk free interest rates | 4.13% to 4.33% |

| Volatilities | 114% to 115% |

| Market prices of common shares | 0.085 to 0.10 |

| Expected dividends | nil% |

| Expected lives | Two (2) years |

| Exercise prices | |

All values are in US Dollars.

The fair values of equity-classified warrants issued during the six months ended July 31, 2024 and 2023 pursuant to the Company’s financings (Notes 7(c), 7(d), 7(e) and 7(g)) and conversions of convertible debentures (Notes 5(a), 5(b) and 5(c)) were estimated using the residual method.

9. Compensation Options

The following table summarizes the continuity of compensation options:

	Number<br> <br>of Options			Weighted<br> <br>Average<br> <br>Exercise Price			Weighted Average Remaining Contractual Life (years)
Outstanding and exercisable, January 31, 2023		2,486,803			0.42		1.23 / 2.23

| Expired | | (471,178 | ) | | (0.50 | ) | | – | | Outstanding and exercisable, January 31, 2024 | | 2,015,625 | | | 0.40 | | | 0.32 |

| Expired | | (2,015,625 | ) | | (0.40 | ) | | – | | Outstanding and exercisable, July 31, 2024 | | – | | | – | | | – |

10. 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, restricted stock units (“RSU”), performance stock units (“PSU”) 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 options will be determined by MedMelior.

18

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

10. Long-term Incentive Plans (continued)

(a)	Performance Stock Units
	The following table summarizes the continuity of the Company’s PSUs:

	Number of PSUs
Outstanding, July 31, 2024, January 31, 2024 and January 31, 2023		25,000

	PSUs vested on March 31, 2021 and are settled by delivery of a notice of settlement by the PSU holder. At July 31, 2024, 25,000 PSUs were vested but not yet settled (January 31, 2024 – 25,000).
(b)	Share Purchase Options
	The following table summarizes the continuity of the Company’s share purchase options:

	Number<br> <br>of Options			Weighted<br> <br>Average<br> <br>Exercise Price			Weighted Average Remaining Contractual Life (years)

| Outstanding, January 31, 2023 | | 6,270,000 | | | 0.38 | | | 1.93 |

| Granted | | 6,045,000 | | | 0.07 | | | 3.00 |

| Forfeited/expired | | (2,100,000 | ) | | (0.60 | ) | | – |

| Outstanding, July 31 and January 31, 2024 | | 10,215,000 | | | 0.15 | | 1.44 / 1.94 | |

Additional information regarding share purchase options as of July 31, 2024, is as follows:

Options Outstanding	Options Exercisable		Exercise Price	Expiry Date	Vesting Terms
20,000		20,000		December 11, 2024	100% on grant date

| 2,100,000 | | 2,100,000 | | February 28, 2025 | 33.33% every six months |

| 180,000 | | 180,000 | | May 5, 2025 | 25% every six months |

| 50,000 | | 50,000 | | May 10, 2025 | 16.66% every six months |

| 20,000 | | 20,000 | | May 21, 2025 | 16.66% every six months |

| 1,800,000 | | 1,800,000 | | January 12, 2026 | 25% every six months |

| 5,595,000 | | 4,196,250 | | May 1, 2026 | 25% every six months |

| 200,000 | | 150,000 | | June 19, 2026 | 25% every six months |

| 250,000 | | 250,000 | | July 31, 2026 | 40% on grant date; 20% every two months thereafter |

| 10,215,000 | | 8,766,250 | | | |

All values are in US Dollars.

19

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

10. Long-term Incentive Plans (continued)

The fair value of share-based payment expense was estimated using the Black-Scholes option pricing model and the following assumptions:

	July 31,<br> <br>2024	July 31,<br> <br>2023

| Dates of grant or valuation | July 31, 2024 | May 2 to July 31, 2023 |

| Risk free interest rates | 3.59% | 3.48% to 4.79% |

| Volatilities | 108% | 114% to 144% |

| Market prices of common shares on valuation date | 0.145 | $0.07 to $0.075 |

| Expected dividends | nil% | nil% |

| Expected lives | 1.45 to 1.88 years | 2.5 to 3 years |

| Exercise prices | $0.075 to $0.16 | $0.07 to $0.16 |

Fair value of share purchase options at measurement date ranged from $0.07 to $0.10. For the three and six months ended July 31, 2024, share-based payment expense related to share purchase options totaled $24,537 and $72,221, respectively, and have been recorded in the Company’s condensed consolidated interim statements of loss and other comprehensive loss (three and six months ended July 31, 2023 - $209,334 and $270,228, respectively). $14,651 of share-based payment expense has yet to be recognized and will be recognized in future periods.

(c)

Share Purchase Options of MedMelior

The following table summarizes the continuity of MedMelior’s share purchase options:

	Number<br> <br>of Options		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (Years)
Outstanding, January 31, 2024 and 2023		1,100,000		0.91 / 1.91

| Granted (Note 13) | | 2,200,000 | | | 1.50 |

| Outstanding, July 31, 2024 | | 3,300,000 | | | 0.96 |

All values are in US Dollars.

Additional information regarding share purchase options of MedMelior as of July 31, 2024 is as follows:

Options Outstanding	Options Exercisable		Exercise Price	Expiry Date	Vesting Terms
1,100,000		1,100,000		December 28, 2024	25% every six months

| 2,200,000 | | 2,200,000 | | October 24, 2025 | April 25, 2024 |

| 3,300,000 | | 3,300,000 | | | |

All values are in US Dollars.

20

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

10. Long-term Incentive Plans (continued)

The fair value of share-based payment expense was estimated on grant date during the six months ended July 31, 2024 using the Black-Scholes option pricing model and the following assumptions:

·	Date of grant: April 25, 2024

| · | Risk free interest rate: 4.44% |

| · | Volatility: 101% |

| · | Market price of common shares on grant date: $0.81 |

| · | Expected dividends: nil% |

| · | Expected life: 1.5 years |

| · | Exercise price: $0.10 |

For the three and six months ended July 31, 2024, share-based payments related to share purchase options totaled $nil and $1,575,919, respectively, and have been recorded in the Company’s condensed consolidated interim statements of loss and other comprehensive loss (three and six months ended July 31, 2023 - $22,871 and $56,240, respectively).

11. Non-controlling Interests

As at July 31, 2024, 9.14% of MedMelior’s ownership interest is held by NCI (January 31, 2024 – 6.45%).

During the six months ended July 31, 2024, MedMelior issued 1,893,333 common shares pursuant to the settlement of $284,000 of outstanding compensation to officers (Note 13). During the six months ended July 31, 2023, MedMelior issued 442,667 common shares and 221,333 share purchase warrants to NCI for gross proceeds of $428,575, of which $72,190 was allocated to liability classified warrants (Note 8(b)). Each share purchase warrant entitles the holder to purchase one common share of MedMelior at an exercise price of US$1.25 and expires on May 23, 2025.

During the three and six months ended July 31, 2024, net loss allocated to NCI totaled $8,825 and $111,328, respectively (three and six months ended July 31, 2023 - $8,312 and $600,247, respectively) and net comprehensive loss allocated to NCI totaled $8,623 and $111,443, respectively (three and six months ended July 31, 2023 - $8,371 and $600,551, respectively). During the six months ended July 31, 2024, MedMelior received $20,240 in subscription proceeds.

21

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

12. Supplemental Cash Flow Disclosures

	July 31, 2024	July 31, 2023

| Supplemental disclosures: | | |

| Interest paid | | |

| Non-cash investing and financing activities: | | |

| Common shares issued for settlement of debts | | |

| Common shares of MedMelior issued for settlement of amounts due to related parties | | |

| Brokers’ warrants granted as share issue costs | | |

| Brokers’ warrants granted as issue costs for convertible debentures | | |

| Common shares and share purchase warrants issued on conversion of convertible debentures and accrued interest | | |

| Capital contribution through forgiveness of debts | | |

All values are in US Dollars.

13. Related Party Transactions

Key Management Compensation

·	No share purchase options were granted to directors and officers (six months ended July 31, 2023 – 5,595,000)

| · | No share purchase options for officers expired (six months ended July 31, 2023 – 700,000). |

| · | MedMelior granted 1,800,000 share purchase options to the Company’s officers and directors (six months ended July 31, 2023 – nil). |

Other Related Party Transactions

At July 31, 2024, the Company owed $883,477 to key management and directors (January 31, 2024 - $1,295,199), of which $231,527 bear interest at 8% per annum (January 31, 2024 - $229,781), and accounts payable and accrued liabilities include $552,360 owed to a former director of MedMelior (January 31, 2024 - $535,880).

Other related party transactions include:

·	In July 2024, outstanding compensation to the Company’s officers totaling $284,000 were settled through the issuance of 1,893,333 common shares of MedMelior (Note 11).

22

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

13. Related Party Transactions

·	In July 2024, $125,000 and $100,000 of convertible debentures originally issued to the Company’s Chief Executive Officer in December 2023 and March 2024, respectively, were converted into a total of 2,250,000 common shares and 2,250,000 share purchase warrants (Notes 5(a) and 5(c)).

| · | In June 2024, the Company issued 500,000 common shares and 500,000 share purchase warrants to its Chief Executive Officer for gross proceeds of $50,000 (Note 7(c)). |

| · | In April 2024, $107,904 of accrued advisory fees to directors were forgiven. |

| · | In March 2024, the Company issued convertible debentures of $100,000 to its Chief Executive Officer (Note 5(c)). |

| · | In April 2023, $469,129 of amounts owing to officers in MedMelior were forgiven. |

| · | In March 2023, the Company issued 2,000,000 units to its Chief Executive Officer for gross proceeds received of $200,000 (Note 7(e)). |

| · | During the six months ended July 31, 2023, the Company recorded $60,000 in subscription proceeds from its Chief Executive Officer. |

14. Commitments and Contingencies

(a)

In November 2019, the Company’s former chief executive officer filed an originating application with the Superior Court in the province of Quebec for damages stemming from a termination of employment. The former chief executive officer was seeking payment of amounts totaling approximately $1 million, exercisability of his share purchase options until the original expiry dates, issuance of 600,000 share purchase options and an order that the Company not issue further common shares. In December 2023, this claim was settled for $120,000 to be paid in 12 equal monthly instalments beginning January 1, 2024.

(b)

(c)

The Company is a guarantor on the Lease (Note 14(b)), which was assigned together with the sale of Pivot in October 2020 pursuant to which the Company has recorded a financial guarantee liability of $1,141,262 (January 31, 2024 - $1,141,262) 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 Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

14. Commitments and Contingencies (continued)

The following table summarizes the continuity of financial guarantee liability:

	Financial Guarantee Liability

| Balance, January 31, 2023 | |

| Change in carrying value | |

| Balance, July 31 and January 31, 2024 | |

All values are in US Dollars.

Current, July 31, 2024	550,392

| Non-current, July 31, 2024 | 590,870 |

| Balance, July 31, 2024 | 1,141,262 |

(d)

(e)

In January 2022, a statement of claim was filed against the Company by a third party for breach of a marketing contract. In March 2023, this claim was settled for $30,000.

(f)

15. Operating Segment

The Company operates in one industry segment, development of patented pharmaceuticals within one geographical area. All of the Company’s long-lived assets are located in Canada.

24

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

16. 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 amounts receivable excluding tax receivables, due to related parties, amounts payable and accrued liabilities and current portion of convertible debentures approximate the fair values due to the short-term nature of these items. The fair values of the non-current portion of convertible debentures and loans payable are partially derived from market interest rates. The risk of material change in fair value is not considered to be significant due to a relatively short-term nature. The Company does not use derivative financial instruments to manage this risk.

The following is an analysis of the Company’s financial assets and liabilities at fair value as at July 31 and January 31, 2024:

	As at July 31, 2024

All values are in US Dollars.

	As at January 31, 2024

All values are in US Dollars.

There were no transfers between level 1, 2 and 3 inputs during the year.

25

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

17. Management of Financial Risk

The Company’s financial instruments are exposed to certain risks as summarized below:

(a)	Credit risk
	Credit risk is the risk of loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s cash is held through reputable financial institutions in Canada and Australia. The carrying amounts of cash represent the maximum exposure to credit risk. As at July 31, 2024, this amounted to $126,305.
(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 its financial obligations as they come due. The Company manages liquidity risk through the management of its capital structure (Note 18). Accounts payable and accrued liabilities, due to related parties, current portion of financial guarantee liability and current portion of convertible debentures are due within the current operating period.<br> <br><br> <br>The table below summarizes the maturity profile of the Company’s financial liabilities at July 31, 2024 based on contractual undiscounted payments:

	0 – 12 Months	Over 12 Months

| Accounts payable and accrued liabilities | | |

| Due to related parties | | |

| Financial guarantee liability | | |

| Convertible debentures | | |

| Loans payable | | |

| Warrant liabilities | | |

All values are in US Dollars.

(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 $182,000. 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 Six Months Ended July 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

18. Management of Capital

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development and commercialization of patented pharmaceuticals, and to maintain a flexible capital structure. The Company considers its capital to be its shareholders’ equity.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its assets. To maintain or adjust its capital structure, the Company may issue new common shares or debentures, acquire or dispose of assets or adjust the amount of cash.

In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. In order to maximize ongoing development efforts, the Company does not pay out dividends. There are no external restrictions on the Company’s capital.

27

betrf_ex993.htm EXHIBIT 99.3

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, AHMAD DOROUDIAN, Chief Executive Officer of BETTERLIFE PHARMA INC., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of BetterLife Pharma Inc. (the “issuer”) for the interim period ended July 31, 2024.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: September 25, 2024

“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.

betrf_ex994.htm EXHIBIT 99.4

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, MOIRA ONG, Chief Financial Officer of BETTERLIFE PHARMA INC., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of BetterLife Pharma Inc. (the “issuer”) for the interim period ended July 31, 2024.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: September 25, 2024

“Moira Ong”

Moira Ong

Chief Financial Officer