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 2020.

Commission File Number 333-161157

BETTERLIFE PHARMA INC.

| (Translation of registrant’s name into English) |

1275 WEST 6^TH^ 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 28, 2020	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, 2020

This following Management's Discussion and Analysis (“MD&A”) is prepared as of September 28, 2020 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, 2020. 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, 2020 and 2019, 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.

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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 a biopharmaceutical company engaged in the development and commercialization of patented, differentiated and premium quality nutraceuticals and pharmaceuticals. Its wholly-owned subsidiary, Altum Pharmaceuticals Inc. (“Altum”) (acquired by way of amalgamation on August 31, 2020) has three products in its pipeline: AP-001 (a topical cream formulation of interferon-alpha 2b based on Altum’s patented Biphasics formulation system), AP-002 (novel gallium-based anti-cancer agent) and AP-003 (a patent pending proprietary IFNa2b inhalation formulation).

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 February 28, 2018, BetterLife completed the acquisition of Pivot Naturals, LLC (previously ERS Holdings, LLC) (“Pivot Naturals”) pursuant to an Exchange Agreement dated as of February 10, 2018 among BetterLife, Pivot Naturals and the members of Pivot Naturals. As consideration for the purchase, the Company paid US$333,333 in cash on closing, US$333,333 in September 2018 and US$333,333 in May 2019 for total cash payment of US$1 million. In addition, the Company also issued 500,000 common shares. Pursuant to the acquisition of Pivot Naturals, the Company acquired a patented technology called “RTIC” Ready-To-Infuse-Cannabis (“RTIC”), relating to the transformation of cannabis oil into powder for infusion into a variety of products. In February and April 2020, the Company transferred 75% and 25% of its membership interest of Pivot Naturals, respectively, to a third party and the Company strategically exited the California cannabis market.

On March 2, 2018, the Company completed the acquisition of Thrudermic, LLC (“Thrudermic”) and worldwide rights to Thrudermic’s patented Transdermal Nanotechnology for the development and commercialization of transdermal cannabinoids pursuant to an exchange agreement dated March 2, 2018 among BetterLife, Dr. Joseph Borovsky, Dr. Leonid Lurya and Thrudermic. As consideration for the purchase, the Company paid $1 in cash on closing and issued 50,000 common shares.

On December 17, 2018, BetterLife entered into a joint venture arrangement whereby the Company holds 50% of the issued and outstanding shares of Pivot-Cartagena Joint Venture Inc. (“Pivot-Cartagena JV”). Pivot-Cartagena JV will develop and commercialize cannabis-infused non-alcoholic beverages combining the industry expertise of Licorera del Sur with our patented RTIC™ powderization technologies. To date, the Company has not made any investment related to this joint venture.

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In March 2020, the Company completed the acquisition of SolMic AG (“Solmic”) and the patented Solmic solubilization drug delivery technology for oral platform. Consideration for the acquisition included CHF10,000 for the acquisition of Solmic and EUR50,000 for the patents.

On May 6, 2020, the Company signed a letter of intent to enter into a license agreement to acquire worldwide rights (other than in Greater China, Japan and ASEAN countries) to commercialize and sell AP-003, a potential COVID-19 treatment, from Altum. Under the terms of the transaction, on closing BetterLife will issue 1,000,000 common shares to Altum and grant to Altum 500,000 warrants to acquire an equivalent number of common shares at a price of $1.90 per common share. The warrants will have a term of two years and are only exercisable upon successful completion of the clinical trial. Subject to the satisfaction of certain conditions precedent, upon registration of the proposed product in a major market, BetterLife will pay US$5,000,000 in cash to Altum and Altum will be entitled to a tiered royalty equal to 7% of net sales on the first US$50,000,000 in a calendar year and a reduced royalty equal to 5% of net sales in any calendar year that are in excess of US$50,000,000. Closing is contingent on, among other things, BetterLife undertaking an equity financing of at least US$5,000,000 and Altum obtaining an exclusive license with respect to certain intellectual property from Canadian governmental research and technology organization.

On July 3, 2020, the Company signed an amalgamation agreement with Altum pursuant to which Altum will be amalgamated with 12167573 Canada Ltd. (the “Amalgamation”), a wholly-owned subsidiary of the Company incorporated on June 30, 2020 for purposes of the Amalgamation. On August 31, 2020, the Company completed the Amalgamation and Altum became a wholly-owned subsidiary of the Company. Pursuant to the Amalgamation, the Company issued 18,217,239 common shares to Altum shareholders, granted 856,880 stock options, with exercise prices ranging between $0.03 and US$2.47 and expiry dates between September 7, 2020 and February 28, 2023, and granted 252,595 share purchase warrants with exercise price of US$1.44 and expiring on August 6, 2022. With the Amalgamation completed, neither the Company nor Altum has any further obligations under the letter of intent signed on May 6, 2020.

In June 2020, BetterLife effected a consolidation of its issued and outstanding common shares on a ten (10) old for one (1) new common share. References to common shares in this report have been adjusted for the consolidation. Exercise or conversion prices and the number of common shares issuable under any of the Company's outstanding warrants, restricted stock units, performance stock units and stock options have also been proportionately adjusted to reflect the consolidation.

Product Description and Target Disease

AP-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. AP-001 is being developed to treat HPV induced CIN, the precursor to cervical neoplasia. In the USA, terminology is shifting from CIN classification to Squamous Intraepithelial Lesions. Low-grade squamous intraepithelial lesions (“LSIL”) is equivalent to CIN-1 and high grade squamous intraepithelial lesions (“HSIL”) encompasses both CIN-2 and CIN-3. Current treatments of HSIL are all based on invasive surgical procedures. These procedures all require medical professional administration, have procedure associated discomfort, and risks for complications including bleeding and future pregnancy complications. In addition, 10-30% of women will have persistence of HPV following the procedure so have a continued risk of cervical cancer. AP-001 is being developed to be a non-invasive, self-administered treatment for HSIL, with minimal side effects. IFNa2b is a potent cytokine that possesses antiviral, immunomodulating, and antiproliferative activities. Recombinant human IFNa2b in an injectable form (Intron® A, Merck and Co, formerly Schering Plough) is approved in the US for both anti-viral and anti-neoplastic indications. In most indications, Intron A is administered by intravenous (IV), intramuscular (IM) or subcutaneous (SC) route, which results in range of severe adverse events (AEs). Intron A has received approval for anogenital warts caused by HPV, demonstrating the activity of IFNa2b against this virus. Intron A is administered by intralesional injections for HPV-induced anogenital warts when administered by intralesional injection, limiting its use in this indication. Intralesional injections are painful and must be administered by a medical professional. Intron A has not been developed for treatment of HPV-induced CIN. In contrast to the IV, IM, SC or intralesional injections required for Intron A, AP-001 will be a topical formulation of IFNa2b for local intra-vaginal use. Completed human AP-001 Phase 1-2 trials have shown minimal local AEs, and no systemic presence of IFNa2b upon use of AP-001.

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AP-002 is an organo-gallium complex whose drug substance is: tris (8-quinolinolato) gallium(III). The finished drug product is an enteric protected tablet for oral administration. Preclinical studies show that AP-002 has distinct direct anti-tumor activity as well as direct anti-osteoclast activity. The activity profile of AP-002 makes it a promising development candidate to potentially treat cancers which give rise to bone metastases, which include breast, lung and prostate cancers.

Altum’s current lead product AP-003, is a patent pending proprietary IFNa2b inhalation formulation. In recent studies IFNa2b has been shown to be effective in slowing SARS-CoV-2 viral replication. In the study published Friday May 15, 2020 in Frontiers of Immunology titled "Interferon-a2b Treatment for COVID-19", the authors examined the course of disease in a cohort of 77 individuals with confirmed COVID-19 admitted to Union Hospital, Tongii Medical College, Wuhan, China, between January 16 and February 20, 2020. To the knowledge of the authors the findings presented in the study were the first to suggest therapeutic efficacy of IFNa2b in COVID-19 disease. Altum is planning a randomized, double-blind, placebo controlled trial of AP-003 in early stage COVID-19 patients to start in the near future.

Cautionary note: The Company is not making any express or implied claims that Altum’s AP-003 or any other product has the ability to treat, eliminate, cure or contain the COVID-19 (or SARS-2 Coronavirus) at this time. Further, the safety and efficacy of Altum’s AP-003 are under investigation and market authorization has not yet been obtained.

Product Current Stage of Development

AP-001 has completed two HPV associated CIN clinical trials in Germany:

·	Study IFN002: An open-label study in women with low grade cervical lesions (Munich IIW, III or IIID Pap smears) and a concurrent observational study of untreated subjects (Study HPV001).
·	Study IFN005: An open-label safety, pharmacokinetics (PK), and efficacy study in women with CIN 1 or CIN 2.

AP-001 has also completed an HPV associated anogenital wart clinical trial: Study IFN001: A randomized, double-blind, placebo-controlled study in women with anogenital warts.

AP-001 is now entering a Phase 2b trial. This study will be a randomized double blinded placebo controlled trial in HSIL patients. The aim of the trial is to obtain optimal schedule, clinical efficacy and adverse events profile data. The trial is projected to start in the third quarter of 2021, pending sufficient financing to conduct the trials.

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AP-002 is currently in its first in human clinical trial. This Phase 1-2 clinical trial is being conducted in the USA (NCT04143789), and started in October 2019. The objective of the Phase 1 portion of the trial is define the dosing and adverse events (AEs, side effects) profile of the compound when administered by itself (monotherapy). The patients receiving AP-002 in the Phase 1 portion are advanced or recurrent solid tumors for which there are no standard therapies. In the Phase 2 portion of the trial, selected tumor types will be treated with the objective to gain data on anti-tumor efficacy of AP-002 in these tumor types (advanced or recurrent breast, non-small cell lung cancer (NSCLC) or prostate cancers).

AP-003 is currently in preclinical development. An Altum proprietary recombinant human IFNa2b produced in E. coli is under development. An Altum proprietary IFNa2b formulation is also under development.

Product Current Regulatory Status, Development Strategy and Projected Timelines

The previously completed AP-001 Phase 1-2 trials were conducted using AP-001 which had IFNa2b provided by Merck under a supply agreement, which is now terminated. Altum is now manufacturing its own proprietary IFNa2b to be used in manufacturing of AP-001 for all future trials. AP-001 has an US Investigational New Drug (“IND”). The AP-001 IND is currently inactive. With AP-001 manufactured using Altum’s own IFNa2b, Altum plans to either reactivate the old AP-001 US IND or file a new IND under which the AP-001 Phase 2b will be conducted in US. The AP-001 Phase 2b trial is projected to start in the third quarter of 2021. The follow-on AP-001 Phase 3 could potentially start by 2022.

AP-002 has an active US IND, under which the current ongoing monotherapy Phase 1-2 is being conducted in the USA. Depending on the outcome of this trial and the data from any subsequent combination Phase 1b trials, the subsequent trials and registration strategy will be developed. The AP-001 monotherapy Phase 1 portion is projected to end by the second half of 2020. The Phase 2 portion is projected to end in the second half of 2021. The Phase 1b combination study could potentially be conducted alongside the Phase 2 portion of the monotherapy trial. All trials are currently planned to be conducted in USA (states to be determined) and Canada (Quebec, Ontario and British Columbia).

AP-003 is currently in preclinical stage of development. The manufacturing and formulation work is currently ongoing. A pre-IND discussion has been conducted with the US Food and Drug Administration (“FDA”) for use of AP-003 inhalation in COVID-19. Based on FDA feedback, an inhalation GLP toxicology study in rats using AP-003, to be conducted in the second half of 2020, is under planning. A healthy human volunteer study, to be conducted in Australia in the second half of 2020, is also under planning. As currently projected, the data from the healthy human volunteer study together with the GLP toxicology study will be used to file a CTA in Canada and IND in the US to conduct a randomized placebo controlled trial(s) in COVID-19 patients. The COVID-19 trial(s) are projected to start in the second quarter of 2021.

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Other Platform Technologies

BiPhasix Transdermal Drug Delivery Technology (Topical Platform)

The Company acquired worldwide rights from Altum for its patented topical transdermal drug delivery technology platform, which will be used for the delivery and commercialization of cannabinoid, CBD and THC-based products. The BiPhasix Technology has the potential to deliver drugs less invasively than by injections. It also has the potential to topically deliver therapeutic amounts of drugs with better absorption rates, where creams, ointments or conventional liposomes have not been effective.

Thrudermic Transdermal Nanotechnology (Topical Platform)

The Company acquired the worldwide rights to Thrudermic’s patented Transdermal Nanotechnology for the development and commercialization of transdermal cannabinoids. Developed in Israel, the Thrudermic lipid-based nano dispersion technology for topical cannabinoids uses FDA approved materials. The technology has the ability to specifically formulate individual drugs to control and prolong drug release while maintaining steady therapeutic concentrations, The technology can handle water soluble and water insoluble drugs with no change to the skin morphology, no sensitivity to the digestive system, no pain from injections and no observed adverse reactions.

Solmic Solubilization Drug Delivery Technology (Oral Platform)

Through its acquisition of Solmic, the Company acquired the worldwide rights to the Solmic’s Micelle oral drug delivery technology for cannabinoids.

Ready-To-Infuse Cannabis Technology

BetterLife’s patented RTIC process technology creates precise and repeatable dosing of cannabis by transforming concentrated cannabis oil into a stable, emulsifiable, odorless and flavorless powder form. The derived powder may then be encapsulated and infused for use in beverages, edibles, lotions and additional health and personal care products. The RTIC process is conducive for manufacturing of a wide array of products.

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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, 2020, compared to the comparative periods in the prior fiscal year.

	THREE MONTHS ENDED						SIX MONTHS ENDED

| Revenue | $ | - | | $ | - | | $ | - | | $ | - | |

| Operating expenses | | (1,563,089 | ) | | (4,242,307 | ) | | (2,859,622 | ) | | (5,919,758 | ) |

| Accretion expense on convertible debentures | | - | | | (121,769 | ) | | - | | | (294,000 | ) |

| Interest expense | | (817 | ) | | (15,698 | ) | | (817 | ) | | (134,303 | ) |

| Interest income | | 265 | | | - | | | 265 | | | - | |

| Gain on abandonment of assets | | - | | | - | | | 1,481,829 | | | - | |

| Loss on impairment of equipment | | - | | | - | | | - | | | (3,901 | ) |

| Other income | | 2,336 | | | - | | | 2,336 | | | 26,642 | |

| Settlement of legal claim | | - | | | - | | | (120,000 | ) | | - | |

| Net loss | $ | (1,561,305 | ) | $ | (4,379,774 | ) | $ | (1,469,009 | ) | $ | (6,325,320 | ) |

Net loss for the three and six months ended July 31, 2020 decreased as compared to the three and six months ended July 31, 2019 as the Company significantly reduced its operating expenses during this period (discussed below). During the six months ended July 31, 2020, the Company recorded a gain on abandonment of assets of $1,481,829 related to the Company’s assignment of Pivot Naturals. In April 2020, BetterLife assigned Pivot Naturals to a third party pursuant to settlement of a legal matter with former employees of Pivot Naturals. Refer to the Company’s unaudited condensed consolidated interim financial statements for the three and six months ended July 31, 2020 for further discussion on the settlement. The Company’s lease on 3595 Cadillac Avenue in California, U.S.A. was assigned together with the assignment of Pivot Naturals, and lease obligations extinguished. During the six months ended July 31, 2020, BetterLife also recorded a settlement of legal claim of $120,000 related to the settlement of the claim from Green Stream Botanicals Corp.

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Expenses

	THREE MONTHS ENDED					SIX MONTHS ENDED

| Amortization and depreciation of equipment and intangible assets | $ | 50,057 | | $ | 248,284 | $ | 96,201 | | $ | 489,383 |

| Amortization of right-of-use assets | | (3,265 | ) | | 106,059 | | 15,562 | | | 209,557 |

| Consulting fees | | 286,321 | | | 2,414,038 | | 428,201 | | | 2,636,518 |

| Finders fee expense | | - | | | 100,000 | | - | | | 100,000 |

| Foreign exchange loss (gain) | | 381 | | | 58,922 | | (46,204 | ) | | 42,097 |

| General and administrative | | 443,225 | | | 261,533 | | 543,277 | | | 375,903 |

| Lease liability expense | | 117,447 | | | 31,703 | | 284,803 | | | 93,094 |

| Licensing fees | | - | | | 39,903 | | - | | | 79,866 |

| Professional fees | | 417,773 | | | 284,594 | | 802,250 | | | 631,596 |

| Promotion and marketing | | 10,033 | | | - | | 10,033 | | | - |

| Repairs and maintenance | | 11,218 | | | - | | 11,218 | | | - |

| Research and development | | (123 | ) | | 70 | | 31,648 | | | 59,487 |

| Wages, salaries and employment expenses | | 175,498 | | | 697,201 | | 628,109 | | | 1,202,257 |

| Write-off of inventory | | 54,524 | | | - | | 54,524 | | | - |

| Operating expenses | $ | 1,563,089 | | $ | 4,242,307 | $ | 2,859,622 | | $ | 5,919,758 |

Operating expenses decreased for the three and six months ended July 31, 2020 as compared to the prior year periods. During the six months ended July 31, 2020, the Company signed an amalgamation agreement with Altum and progressed toward closing the Amalgamation, amid the global outbreak of COVID-19 which had impacted the Company’s financing efforts. The Company took efforts to minimize its expenses and significantly reduced consulting fees and wages, salaries and employment expenses during both the three and six months ended July 31, 2020. This was offset by an increase in professional fees, due to additional legal and audit services being required for the Amalgamation process, and in general and administrative expenses (discussed below). Other significant decrease in operating expenses included decreases in non-cash items, such as amortization and depreciation of equipment and intangible assets and amortization of right-of-use assets.

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

	THREE MONTHS ENDED				SIX MONTHS ENDED

| Business licenses | $ | 10,800 | $ | 28,081 | $ | 19,608 | $ | 33,737 |

| Conferences | | - | | 12,576 | | 775 | | 12,576 |

| Information technology | | 7,029 | | - | | 11,842 | | - |

| Insurance | | 1,723 | | 881 | | 3,446 | | 1,998 |

| Investor relations | | 235,935 | | 24,000 | | 235,935 | | 48,000 |

| Office | | 57,600 | | 26,041 | | 82,339 | | 32,840 |

| Press release | | 77,841 | | 6,344 | | 81,850 | | 20,220 |

| Public listing expense | | 25,368 | | 19,978 | | 38,034 | | 34,307 |

| Shareholder expense | | - | | 1,631 | | - | | 3,908 |

| Telecommunications | | 1,361 | | 12,259 | | 2,504 | | 18,311 |

| Translation expense | | 8,925 | | - | | 8,925 | | - |

| Travel, meals and entertainment | | 3,826 | | 92,191 | | 37,738 | | 114,666 |

| Utilities | | 8,285 | | 3,713 | | 14,070 | | 11,553 |

| Website costs | | 4,532 | | 33,837 | | 6,211 | | 43,787 |

| | $ | 443,225 | $ | 261,533 | $ | 543,277 | $ | 375,903 |

General and administrative expense for the three and six months ended July 31, 2020 increased as compared to the prior year periods. In May 2020, the Company announced that it was pursuing an Amalgamation with Altum and disseminated a number of news releases to update the market regarding Altum and the Amalgamation process, increasing its press release expense. BetterLife also engaged public and investor relations companies to provide media services and assist with communications to the public of its corporate activities, which resulted in an increase to investor relations expense. These increases were offset by decreases to conferences, telecommunications, travel, meals and entertainment and website costs.

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) | $ | (1,561,305 | ) | $ | 65,296 | $ | (10,670,257 | ) | $ | (2,593,187 | ) |

| Net income (loss) per share - basic | $ | (0.09 | ) | $ | 0.00 | $ | (0.68 | ) | $ | (0.15 | ) |

| Net income (loss) per share - diluted | $ | (0.09 | ) | $ | 0.00 | $ | (0.68 | ) | $ | (0.15 | ) |

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	QUARTERS ENDED

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

| Net income (loss) | $ | (4,379,774 | ) | $ | (1,945,544 | ) | $ | (1,630,868 | ) | $ | (3,673,928 | ) |

| Net income (loss) per share - basic | $ | (0.28 | ) | $ | (0.19 | ) | $ | (0.16 | ) | $ | (0.41 | ) |

| Net income (loss) per share - diluted | $ | (0.28 | ) | $ | (0.19 | ) | $ | (0.16 | ) | $ | (0.41 | ) |

During the quarter ended October 31, 2018, the Company settled convertible debentures totaling $1,500,000 through the issuance of 3,750,000 units, with each unit consisting of one common share and one share purchase warrant. Pursuant to this settlement, a loss on extinguishment of convertible debentures of $1,221,603 was recorded, which increased the net loss for the quarter ended October 31, 2018 as compared to other quarters during the year ended January 31, 2019.

Net loss for the quarter ended January 31, 2020 was significantly higher than other quarters during the year ended January 31, 2020. During the fourth quarter of fiscal 2020, the Company recorded losses on impairments of abandoned assets, equipment, intangible asset and loans receivable totaling $8,145,510.

The Company reported a net income for the quarter ended April 30, 2020. During the three months ended April 30, 2020, BetterLife assigned Pivot Naturals to a third party pursuant to settlement of a legal matter. As a result, the Company’s lease on 3595 Cadillac Avenue in California, U.S.A. was assigned, and lease obligations extinguished. A gain on extinguishment of the lease liability totaling $1,474,092 is included in gain on abandonment of assets for the quarter.

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. As of July 31, 2020, the Company believes it has adequate available liquidity to meet operating requirements and fund product development initiatives. While the Company has incurred losses to date, with an accumulated deficit of $56,156,525 at July 31, 2020, management expects to continue to fund its development efforts through its access to public capital markets. However, there can be no assurance, especially in light of the current global outbreak of COVID-19, 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 as at July 31, 2020 and January 31, 2020:

	July 31,<br> <br>2020		January 31,<br> <br>2020

| Current assets | $ | 2,029,029 | $ | 3,480,538 |

| Current liabilities | | 1,017,819 | | 960,064 |

| Working capital | $ | 1,011,210 | $ | 2,520,474 |

Working capital decreased as compared to January 31, 2020. The Company utilized its cash to fund its working capital as well as its progress towards the close of the Amalgamation with Altum.

Statements of Cash Flows

The following table presents the Company’s cash flows for the six months ended July 31, 2020 and 2019:

	SIX MONTHS ENDED

| Operating activities | $ | (2,025,434 | ) | $ | (4,821,244 | ) |

| Investing activities | | (532,880 | ) | | (432,923 | ) |

| Financing activities | | 538,590 | | | 12,511,163 | |

| Effect of foreign exchange rate changes on cash | | (3,139 | ) | | 10,742 | |

| (Decrease) increase in cash for the period | $ | (2,022,863 | ) | $ | 7,267,738 | |

Cash used in operating activities for the six months ended July 31, 2020 decreased from the comparable period as the Company made efforts to minimize expenditures and cash outflows amid the COVID-19 pandemic and as it worked towards closing of the Amalgamation.

Cash used in investing activities during the six months ended July 31, 2020 included an advancement of $434,005 by way of promissory notes receivable to Altum to fund clinical activities. Cash used in investing activities also included $88,466 used to acquire patents to Solmic’s Micelle oral drug delivery technology.

During the six months ended July 31, 2020, the Company used $304,613 of cash in financing activities related to payments on its lease obligations. The Company also received net proceeds from the close of the first tranche of private placement totaling $650,703 and received subscriptions totaling $192,500 for the next tranche of private placement, which closed in August 2020. During the six months ended July 31, 2019, net cash provided by financing activities was $12,511,163, which consisted of $16,310,000 net proceeds from issuance of common shares and warrants, offset by lease payments, net repayment of a promissory note, a payment for its convertible debenture modification and repayment of convertible debenture.

Commitments and Contingencies

As at July 31, 2020, the Company is a lessee in a lease for 285-295 Kesmark Street in Quebec, Canada with expiry in April 2025 and annual fiscal minimum lease payments of approximately $236,000 to $634,000 over the next five (5) fiscal years.

11

In September 2019, BetterLife was served with a claim from Green Stream Botanicals Corp. for a finder’s fee in the amount of $600,000 in relation to the non-brokered private placement of $15 million that it closed in May 2019. In July 2020, this claim was settled for $120,000.

In November 2019, the Company’s former Chief Executive Officer filed an originating application with the Superior Court in the province of Quebec for damages stemming from a termination of employment. The former Chief Executive Officer is seeking payment of amounts totaling approximately $1 million, exercisability of his stock options until the original expiry dates, issuance of 600,000 stock options and an order that the Company not issue further common shares. The Company believes the claim is unfounded and intends to vigorously defend these claims.

In January 2020, an injunction was filed against the Company in the Superior Court of Quebec by Bio V Pharma Inc. (“BioV”) seeking provisional orders in respect of the premises sub-leased at 285 Kesmark Street and damages of approximately $395,000. BetterLife and BioV have, without prejudice or admission, settled the provisional injunction portion of the application while reserving their respective rights on interlocutory injunction and on the merits of the application.

In September 2020, a judgement for a safeguard order was rendered against the Company in the Superior Court of Quebec by Olymbec Development Inc. (“Olymbec”) ordering the Company to pay the sum of $45,293, inclusive of GST and QST and representing monthly lease payment on the lease of 285-295 Kesmark Street from September 1, 2020 (September 2020 - paid), and to pay $67,939, representing 50% of the arrears lease due to Olymbec (paid).

RISKS AND UNCERTAINTIES

Financial Risks

Credit Risk

Credit risk is the risk of loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s cash is held through reputable financial institutions in Canada, U.S. and Liechtenstein. The Company’s amounts receivable consists of receivables from its sub-lease of 285 Kesmark Street. The carrying amount of cash and amounts receivable represent the maximum exposure to credit risk. As at July 31, 2020, this amounted to $1,363,682 (January 31, 2020 - $3,303,002).

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 interest rate risk.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet is financial obligations as they come due. The Company manages liquidity risk through the management of its capital structure. Accounts payable and accrued liabilities, due to related parties and the current portion of lease liabilities 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 decrease the Company’s loss by approximately $16,650. The Company does not invest in derivatives to mitigate these risks.

12

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.
·	BetterLife 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.
·	BetterLife 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.
·	BetterLife 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 BetterLife 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.
·	BetterLife’s product candidates may never gain market acceptance, which could prevent the Company from generating revenues.
·	BetterLife 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.
·	BetterLife faces substantial competition in the cannabis industry, which could harm it business and ability to operate profitably.
·	The manufacturing of all of BetterLife’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.

13

·	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.
·	BetterLife plans to indemnify its directors and officers against liability to the Company and its security holders, and such indemnification could increase its operating costs.
·	Not all jurisdictions allow for the sale of hemp-based products and those jurisdictions which allow it could reverse their position.
·	The COVID-19 pandemic and related government responses could have a material and adverse effect on BetterLife’s business, financial condition and results of operations, as set out in greater detail below.

Risks Related to Infectious Diseases and Related Government Responses

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. The Company’s business and its financial condition may be adversely impacted by the effects of COVID-19 and other infectious diseases.

The extent to which COVID-19 and other infectious diseases may impact BetterLife’s business, operations, financial condition and the market for its securities will depend on future developments and government responses, which are highly uncertain and cannot be predicted. These include the duration, severity and scope of the outbreak and the actions taken by governmental entities to address and mitigate the pandemic. The Company’s business and operations could be adversely affected by the continued global spread of COVID-19 and any government actions to slow the spread of the infectious disease. Areas that may be impacted include, but without limitation, workforce productivity and health, disruptions to supply chains, limitations on travel and ability to successfully commercialize the Company’s product portfolios and deliver end products to customers.

Given the uncertainty and lack of predictability surrounding COVID-19, the Company is not able to predict the length and severity of impact to its business and operations. As a result, risks associated with COVID-19 may impact key estimates and assumptions used in the Company’s condensed consolidated interim financial statements.

Risks Related to BetterLife’s Intellectual Property

·	If BetterLife is unable to maintain and enforce its proprietary intellectual property rights, it may not be able to operate profitably.
·	If BetterLife 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.
·	BetterLife may, in the future, be required to license patent rights from third-party owners in order to develop its products candidates. If BetterLife 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.

14

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.
·	BetterLife’s common share is or may be considered a penny stock. Trading of BetterLife’s common shares may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a shareholder’s ability to buy and sell their shares.
·	Shareholders will experience dilution or subordinated stockholder rights, privileges and preferences as a result of the Company’s financing efforts.
·	BetterLife 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.

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

OFF BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on the Company’s financial condition, results of operations or cash flows.

TRANSACTIONS BETWEEN RELATED PARTIES

During the three and six months ended July 31, 2020, 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

During the three and six months ended July 31, 2020, compensation of key management and directors, including former key management and directors, of the Company totaled $154,354 and $509,245 (three and six months ended July 31, 2019 - $345,518 and $711,986, respectively), and consisted of salaries, consulting fees, directors’ fees and share-based payments. During the six months ended July 31, 2020, 200,000 stock options for a former officer was forfeited and 160,000 stock options were granted to directors and officers. In August 2020, the Company issued 258,333 common shares to an officer of the Company and a director of a wholly-owned subsidiary pursuant to the vesting of restricted stock units. Key management includes those persons having authority and responsibility for planning, directing and controlling the activities, directly or indirectly, of the Company.

As at July 31, 2020, the Company owed $1,244 to key management and directors (January 31, 2020 - $16,647).

15

License and Lock-Up Agreements

On May 6, 2020, the Company entered into binding letter of intent to acquire worldwide rights (other than in Greater China, Japan and ASEAN countries) to commercialize and sell AP-003, a potential COVID-19 treatment, from Altum (the “Licensing Agreement”). Altum is currently preparing protocol and application to conduct clinical trials in Australia. Under the terms of the Licensing Agreement, on closing the Company will issue 1,000,000 common shares to Altum and grant to Altum 500,000 warrants to acquire an equivalent number of common shares at a price of $1.90 per common share. The warrants will have a term of two years and are only exercisable upon successful completion of the clinical trials. In addition, subject to the satisfaction of certain conditions precedent, upon registration of the proposed product in a major market, the Company will pay $5,000,000 in cash to Altum and Altum will be entitled to a tiered royalty equal to 7% of net sales on the first US$50,000,000 in a calendar year and a reduced royalty equal to 5% of net sales in any calendar year that are in excess of US$50,000,000. Closing is contingent on, among other things, the Company undertaking an equity financing of at least US$5,000,000 and Altum obtaining an exclusive license with respect to certain intellectual property from Canadian governmental research and technology organization.

On July 3, 2020, the Company signed an amalgamation agreement with Altum pursuant to which Altum will be amalgamated with 12167573 Canada Ltd. On August 31, 2020, upon ratification of the Amalgamation by the Canadian Securities Exchange, the Amalgamation closed and the Company issued the following: 18,217,239 common shares to Altum shareholders, 856,880 stock options, with exercise prices ranging between $0.03 and US$2.47 and expiry dates between September 7, 2020 and February 28, 2023, and 252,595 share purchase warrants with exercise price of US$1.44 and expiring on August 6, 2022. Neither the Company nor Altum has any further obligations under the Licensing Agreement.

Promissory Notes Receivables

On May 15, 2020, the Company issued a promissory note of US$200,000 to Altum, of which $254,005 (US$189,500) was advanced as at July 31, 2020, to advance on clinical activities related to the clinical trials. The promissory note is due on the earlier of (i) August 31, 2020, (ii) the termination of the Licensing Agreement or (iii) the second business day following the date that the Company demands repayment.

On July 27, 2020, the Company issued a promissory note of $1,000,000 to Altum, of which $180,000 was advanced as at July 31, 2020, to advance on clinical activities related to the clinical trials. The promissory note is due on the earlier of (i) September 15, 2020, (ii) the termination of the Licensing Agreement or (iii) the second business day following the date that the Company demands repayment.

If the License Agreement is completed in accordance with its terms, the promissory notes are non-interest bearing and the amounts outstanding shall offset (reduce) the amounts payable by the Company under the Licensing Agreement. If the Licensing Agreement is not completed in accordance with its terms or if it is terminated, Altum shall pay to the Company interest on the outstanding principal amount and on the amount of overdue interest thereon from time to time at the rate of 10% per annum.

On August 31, 2020, the Company completed the Amalgamation with Altum and Altum became a wholly-owned subsidiary of the Company.

16

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 estimates used in the preparation of these condensed consolidated interim financial statements include, among others, the fair values of share-based payments and the valuations of long-lived assets and lease liabilities.

Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments. Critical accounting judgments include the going concern assessment of the Company, the expected economic lives of and the estimated future operating results and net cash flows from long-lived assets, the determination of functional currencies of the Company and its subsidiaries, the determination of whether an acquisition is a business combination or an asset acquisition and the determination of incremental borrowing rates used in valuations of lease liabilities.

The global outbreak of COVID-19 has had a significant impact on businesses through the restrictions put in place by the Canadian and U.S. federal, provincial/state and municipal governments regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown the extent of the impact the COVID-19 outbreak may have on the Company as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put in place by Canada and other countries to fight the virus. While the extent of the impact is unknown, the Company anticipates this outbreak may cause reduced customer demand, supply chain disruptions, staff shortages, and increased government regulations, all of which may negatively impact the Company’s business and financial condition

CHANGES IN ACCOUNTING POLICIES

Accounting Standards and Interpretations Adopted

IAS 1 Presentation of Financial Statements

IAS 1 sets out the overall requirements for financial statements, including how they should be structured, the minimum requirements for their content and overriding concepts such as going concern, the accrual basis of accounting and the current/non-current distinction. The standard requires a complete set of financial statements to comprise a statement of financial position, a statement of profit or loss and other comprehensive income, a statement of changes in equity and a statement of cash flows.

IAS 1 has been revised to incorporate a new definition of “material” and IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors has been revised to refer to this new definition in IAS 1. The amendments are effective for annual reporting periods beginning on or after January 1, 2020. Earlier application is permitted.

As of February 1, 2020, the Company has adopted IAS 1. The adoption of IAS 1 had no significant impact on the Company’s condensed consolidated interim financial statements.

17

IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors

IAS 8 is applied in selecting and applying accounting policies, accounting for changes in estimates and reflecting corrections of prior period errors. The standard requires compliance with any specific IAS applying to a transaction, event or condition, and provides guidance on developing accounting policies for other items that result in relevant and reliable information. Changes in accounting policies and corrections of errors are generally retrospectively accounted for, whereas changes in accounting estimates are generally accounted for on a prospective basis. The amendment is effective for annual reporting periods beginning on or after January 1, 2020. Earlier application is permitted.

As of February 1, 2020, the Company has adopted IAS 8. The adoption of IAS 8 had no significant impact on the Company’s condensed consolidated interim financial statements.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

In accordance with IFRS, financial assets are classified into one of the following categories: amortized cost, fair value through other comprehensive income or fair value through profit or loss. Cash and amounts receivable are classified as amortized cost. Their carrying values approximate fair value due to their limited time to maturity and ability to convert them to cash in the normal course. Financial liabilities are measured at amortized cost, unless they are required to be measured at fair value through profit or loss. The Company’s accounts payable and accrued liabilities and due to related parties are measured at amortized cost. Their carrying values also approximate fair value due to their short term maturities.

BetterLife recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to twelve month expected credit losses. The Company shall recognize in the condensed consolidated interim statements of income (loss), as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

18

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, 2020 and January 31, 2020, cash was measured and recognized in the condensed consolidated interim statement of financial position using Level 1 inputs in the fair value hierarchy. At July 31, 2020 and January 31, 2020, there were no financial assets or liabilities measured and recognized in the condensed consolidated interim statement of financial position at fair value that would have been categorized as Level 3 in the fair value hierarchy above.

SHARE DATA

The following table sets forth the outstanding share, warrants, stock options, restricted share units and performance share units data for the Company as at September 28, 2020:

	Authorized	Issued

| Warrants | | | 8,613,171 |

| Stock options | | | 2,128,962 |

| Restricted share units | | | 36,667 |

| Performance share units | | | 50,000 |

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).

19

betrf_ex992.htm

EXHIBIT 99.2

BETTERLIFE PHARMA INC.

Condensed Consolidated Interim Financial Statements

Three and six months ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

1

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Professional Accountants for a review of interim financial statements by an entity’s auditor.

2

BETTERLIFE PHARMA INC.

Condensed Consolidated Interim Statements of Financial Position

(Expressed in Canadian dollars)

(Unaudited)

	July 31, 2020	****	January 31, 2020

| Promissory notes receivable (Notes 8 and 17) | | | | |

All values are in US Dollars.

Nature of operations and going concern (Note 1), commitments and contingencies (Note 19) and events after the reporting date (Note 24)

Approved on behalf of the Board of Directors

“Ahmad Doroudian” Director

“Ralph Anthony Pullen” Director

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

3

BETTERLIFE PHARMA INC.

Condensed Consolidated Interim Statements of Comprehensive Loss (unaudited)

(Expressed in Canadian dollars)

	Three Months Ended			****	Six Months Ended			****

| Amortization and depreciation of equipment and intangible assets (Notes 10 and 11) | | | | | | | | |

| Amortization of right-of-use assets (Note 12) | | ) | | | | | | |

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

| Research and development | | ) | | | | | | |

| Write-off of inventory | | | | | | | | | | Total expenses | | | | | | | | | | Loss from operations | | ) | | ) | | ) | | ) | | Other income (expenses) | | | | | | | | |

| Accretion expense on convertible debentures | | | | ) | | | | ) |

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

| Gain on abandonment of assets (Notes 4 and 12) | | | | | | | | |

| Loss on impairment of equipment (Note 10) | | | | | | | | ) |

| Settlement of legal claim (Note 19(a)) | | | | | | ) | | | | Total other income (expenses) | | | | ) | | | | ) | | Net loss | | ) | | ) | | ) | | ) | | Other comprehensive income (loss) | | | | | | | | |

| Foreign currency translation adjustment of foreign operations | | ) | | ) | | ) | | | | Net comprehensive loss | | ) | | ) | | ) | | ) | | 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 Shareholders’ Equity (unaudited)

(Expressed in Canadian dollars)

	Common Shares			****	Common Shares	****		****	Accumulated Other Comprehensive Income - Foreign Currency	****		****		****

| **** | Shares # (Note 22(g)) | | Amount | **** | Issuable | **** | Reserves | **** | Translation | **** | Deficit | **** | Total | |

| Balance – January 31, 2019 | | 9,689,966 | | | | | | | | | | ) | | |

| Common shares issued for services (Notes 13(e), 13(g) and 13(i)) | | 439,623 | | | | ) | | | | | | | | |

| Common shares issued for settlement of accounts payable and accrued liabilities (Note 13(f)) | | 169,032 | | | | | | | | | | | | |

| Common shares issued for conversion of debentures (Note 13(j)) | | 59,524 | | | | | | ) | | | | | | |

| Common shares and warrants issued for cash (Note 13(h) and 13(i)) | | 6,695,000 | | | | | | | | | | | | |

| Common shares and warrants issued as share issue costs (Notes 13(h)) | | 50,800 | | ) | | | | | | | | | | ) |

| Share-based payments (Note 15) | | – | | | | | | | | | | | | |

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

| Net loss | | – | | | | | | | | | | ) | | ) | | Balance – July 31, 2019 | | 17,103,945 | | | | | | | | | | ) | | | | Balance – January 31, 2020 | | 17,208,112 | | | | | | | | | | ) | | |

| Common shares issued/issuable for services (Note 13(a)) | | 34,122 | | | | | | | | | | | | |

| Common shares and warrants issued for cash, net (Notes 13(b) and 13(c)) | | 358,493 | | | | | | | | | | | | |

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

| Share-based payments (Note 15) | | – | | | | | | | | | | | | |

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

| Net loss | | – | | | | | | | | | | ) | | ) | | Balance – July 31, 2020 | | 17,600,727 | | | | | | | | | | ) | | |

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 (unaudited)

(Expressed in Canadian dollars)

	Six Months Ended			****

| **** | July 31, 2020 | **** | July 31, 2019 | |

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

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

| Amortization and depreciation of equipment and intangible assets | | | | |

| Common shares issued/issuable for services | | | | |

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

| Gain on abandonment of assets | | ) | | |

| Amounts receivable | | ) | | |

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

| Inventory | | ) | | ) |

| Due to related parties | | ) | | ) |

| Deferred revenue | | | | ) |

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

| Advancement of promissory notes | | ) | | |

| Purchase of equipment | | ) | | |

| Purchase of intangible assets | | ) | | ) |

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

| Lease payments | | ) | | ) |

| Repayment of convertible debenture, net | | | | ) |

| Payment for debt modification | | | | ) |

| Proceeds from issuance of common shares and warrants, net | | | | |

| Repayment of promissory note | | | | ) |

All values are in US Dollars.

Supplemental cash flow disclosures (Note 16)

(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, 2020 and 2019

(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.The Company is a biopharmaceutical company engaged in the development and commercialization of patented, differentiated and premium quality nutraceuticals and pharmaceuticals.

These condensed consolidated interim financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Accordingly, no adjustments to the carrying value of the assets and liabilities have been made in these condensed consolidated interim financial statements should the Company no longer be able to continue as a going concern. Any such adjustments could be material.At July 31, 2020, the Company has not earned any revenue and has an accumulated deficit of $56,156,525. The continued operations of the Company are dependent on its ability to generate future cash flows through additional financing or commercialization, which have been impacted as a result of the global outbreak of coronavirus (“COVID-19”) (Note 2(d)).Management intends to continue to pursue additional financing through issuances of equity.There is no assurance that additional funding will be available on a timely basis or on terms acceptable to the Company. These events or conditions indicate that a material uncertainty exists that casts substantial doubts on the Company’s ability to continue as a going concern.

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

2.	Significant Accounting Policies

(a)	Basis of Compliance

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

These condensed consolidated interim financial statements are unaudited and have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, using accounting policies which are consistent with IFRS as issued by the IASB.They do not include all of the information required for full annual consolidated financial statements in compliance with IAS 1, Presentation of Financial Statements.

These condensed consolidated interim financial statements follow the same accounting policies and methods of application as the most recent annual audited consolidated financial statements for the year ended January 31, 2020 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 28, 2020.

(b)	Basis of Measurement and Presentation

These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for cash that has been measured at fair value, and are presented in Canadian dollars.

7

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

2.	Significant Accounting Policies (continued)

(c)	Basis of Consolidation

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.

The consolidating entities include:

	% of		****

| **** | ownership | | **** | Jurisdiction |

| Pivot Pharmaceuticals Manufacturing Corp. | | 100 | % | Canada |

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

| 12167573 Canada Ltd. | | 100 | % | Canada |

| Pivot Green Stream Health Solutions Inc. (dissolved January 2020) | | 100 | % | Canada |

| BetterLife Pharma US Inc. | | 100 | % | U.S.A. |

| Pivot Naturals, LLC (divested February 2020) | | 100 | % | U.S.A. |

| Thrudermic, LLC | | 100 | % | U.S.A. |

| BetterLife Europe Pharmaceuticals AG (formerly Pivot Europe Pharmaceuticals AG) | | 100 | % | Lichtenstein |

| Solmic AG | | 100 | % | Switzerland |

(d)	Use of Estimates and Judgments

The preparation of the condensed consolidated interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

For critical judgments used by management, refer to the Company’s most recent annual audited consolidated financial statements for the year ended January 31, 2020.

(e)	Foreign Currency

The Company’s presentation currency is the Canadian dollar. The functional currency of the parent entity, BetterLife Pharma Inc., and its wholly-owned subsidiaries, Pivot Pharmaceuticals Manufacturing Corp. and Blife Therapeutics Inc., is the Canadian dollar. The functional currency of the wholly-owned U.S. subsidiaries, BetterLife Pharma US Inc., Pivot Naturals, LLC and Thrudermic, LLC, is the U.S. dollar.The functional currency of the wholly-owned European subsidiaries, BetterLife Europe Pharmaceuticals AG and Solmic AG, is Swiss Francs.

8

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

2.	Significant Accounting Policies (continued)

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of the Company and its subsidiaries at the exchange rate in effect at the transaction date. Monetary assets and liabilities denominated in other than the functional currency are translated at the exchange rates in effect at the financial position date. The resulting exchange gains and losses are recognized in profit or loss. Non-monetary assets and liabilities denominated in other than the functional currency that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value is determined. Non-monetary items that are measured in terms of historical cost in other than the functional currency are translated using the exchange rate at the date of transaction.

Foreign operations

For consolidation purposes, the assets and liabilities of foreign operations are translated to the presentation currency using the exchange rate prevailing at the financial position date. The income and expenses of foreign operations are translated to the presentation currency using the average rates of exchange during the period. All resulting exchange differences are recorded as other comprehensive income (loss) and accumulated in a separate component of shareholders’ equity, described as foreign currency translation adjustment.

(f)	Comprehensive Income (Loss)

Comprehensive income or loss is the change in net assets arising from transactions and other events and circumstances from non-owner sources. Financial assets that are measured at FVOCI will have revaluation gains and losses included in other comprehensive income or loss until the asset is removed from the consolidated statement of financial position. Certain gains and losses on the translation of amounts between the functional and presentation currency of the Company are included in other comprehensive income or loss.

(g)	Income (Loss) Per Share

The Company presents the basic and diluted earnings or loss per share data for its common shares, calculated by dividing the earnings or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted earnings or loss per share is determined by adjusting the earnings or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares.

9

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

3.	New Accounting Pronouncements

The following new accounting standards and interpretations have been adopted by the Company as of February 1, 2020.

(a)	IAS 1 – Presentation of Financial Statements (“IAS 1”)

As of February 1, 2020, the Company adopted IAS 1. The adoption of IAS 1 had no significant impact on the Company’s condensed consolidated interim financial statements.

(b)	IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”)

As of February 1, 2020, the Company adopted IAS 8. The adoption of IAS 8 had no significant impact on the Company’s condensed consolidated interim financial statements.

4.	Settlement and Asset Abandonment

On February 13, 2020, the Company signed a Settlement Agreement and Release Agreement (“Settlement Agreement”) with two of its former employees in Pivot Naturals, LLC (“Pivot Naturals”) to settle the following legal matters:

·	A demand for arbitration filed by these former employees before the American Arbitration Association alleging claims for breach of the written employment contracts, fraud, illegal retaliation in violation of California’s whistleblower statute and tortious discharge in violation of public policy seeking, among other things, recovery of damages for breach of employment contracts, including recovery of severance amounts, damages for breach of alleged option rights, waiting time penalties, as well as other general and punitive damages on the tort claims; and
·	A suit filed in British Columbia by the Company against the former employees for declaratory relief and related matters concerning control and use of the Company’s assets.

10

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

4.	Settlement and Asset Abandonment (continued)

Consideration for the Settlement Agreement included:

·	Assignment of Pivot Naturals to Goodbuzz Inc. as follows: 1) 80% of membership interest on the initial closing date (“Initial Closing Date”) (completed February 2020), and 2) 20% on a second closing date which is the earlier of April 30, 2020 and a date upon with certain conditions are met (“Second Closing Date”) (completed April 2020).
·	$264,660 (US$200,000) payment to be made as follows: 1) $165,413 (US$125,000) upon Initial Closing Date (completed in February 2020), and 2) $99,247 (US$75,000) upon Second Closing Date (completed in April 2020). An accrual for the $264,660 was made as at January 31, 2020.
·	Payment of the monthly lease due on the lease at 3595 Cadillac Avenue in California, U.S.A. for the months of February, March and April 2020 (completed in February 2020).

Together with the assignment of Pivot Naturals, the Company assigned its ROU asset related to its lease at 3595 Cadillac Avenue, which had been impaired at January 31, 2020, and extinguished accounts payable and accrued liabilities and obligations related to its lease (Note 12). The following gain on abandonment of assets has been included in the condensed consolidated interim statement of comprehensive loss for the six months ended July 31, 2020:

Three Months Ended	July 31, 2020
Cash		)

| Accounts payable and accrued liabilities | | |

Lease liability

All values are in US Dollars.

The Company evaluated the assignment of Pivot Naturals in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, and determined that it did not meet the definition of discontinued operations.

5.	License and Lock-Up Agreements

On May 6, 2020, the Company entered into binding letter of intent to acquire worldwide rights (other than in Greater China, Japan and ASEAN countries) to commercialize and sell AP-003, a potential COVID-19 treatment (the “Licensing Agreement”), from Altum Pharmaceuticals Inc. (“Altum”), a party related, at that date, by way of common officers. Under the terms of the Licensing Agreement, on closing the Company will issue 1,000,000 common shares to Altum and grant to Altum 500,000 warrants to acquire an equivalent number of common shares at a price of $1.90 per common share. The warrants will have a term of two years and are only exercisable upon successful completion of the clinical trials. In addition, subject to the satisfaction of certain conditions precedent, upon registration of the proposed product in a major market, the Company will pay $5,000,000 in cash to Altum and Altum will be entitled to a tiered royalty equal to 7% of net sales on the first US$50,000,000 in a calendar year and a reduced royalty equal to 5% of net sales in any calendar year that are in excess of US$50,000,000. Closing is contingent on, among other things, the Company undertaking an equity financing of at least US$5,000,000 and Altum obtaining an exclusive license with respect to certain intellectual property from a Canadian governmental research and technology organization.

11

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

5.	License and Lock-Up Agreements (continued)

On July 3, 2020, the Company signed an amalgamation agreement with Altum pursuant to which Altum will be amalgamated with 12167573 Canada Ltd. (the “Amalgamation”), a wholly-owned subsidiary of the Company incorporated on June 30, 2020 for purposes of the Amalgamation. Upon the close of the Amalgamation, the Company will issue such number of common shares equal to 100% of its outstanding common shares to shareholders of Altum such that, immediately upon completion of the Amalgamation, shareholders of Altum, in the aggregate, will hold an equal number of common shares of the Company as the shareholders of the Company hold in the aggregate. In addition, each of Altum’s stock options will be exchanged for such number of the Company’s stock options as is determined using the share exchange ratio determined by reference to the exchange of the Altum’s common shares for common shares of the Company.

On August 31, 2020, the Company received ratification of the Amalgamation by the Canadian Securities Exchange and the Amalgamation closed on that date (Note 24(c)). Neither the Company nor Altum has any further obligations under the Licensing Agreement.

6.	Asset Acquisition

On May 7, 2020, the Company acquired 100% of the outstanding common shares of Blife Therapeutics Inc. (formerly Opes Pharmaceuticals Inc.) (“Blife”) from Altum for $1. The Company evaluated this acquisition in accordance with IFRS 3, Business Combinations to discern whether the assets and operations of Blife met the definition of a business. The Company concluded there were not a sufficient number of key processes obtained to develop the inputs into outputs, nor could such processes be easily obtained by the Company. Accordingly, the Company accounted for this transaction as an asset acquisition.

Net assets acquired:
Cash

All values are in US Dollars.

7.	Cash - Restricted

As at January 31, 2020, restricted cash included cash held at the Supreme Court of British Columbia pursuant to the claim from Green Stream Botanicals Corp. (Note 19(a)). In July 2020, this claim was settled for $120,000 and $480,000 was released to the Company.

12

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

8.	Promissory Notes Receivable

	July 31, 2020	January 31, 2020
Promissory notes receivable

All values are in US Dollars.

On May 15, 2020, the Company issued a promissory note of US$200,000 to Altum, of which $254,005 (US$189,500) was advanced, to advance on clinical activities related to the clinical trials. The promissory note is due on the earlier of (i) August 31, 2020, (ii) the termination of the Licensing Agreement (Note 5) or (iii) the second business day following the date that the Company demands repayment.

On July 27, 2020, the Company issued a promissory note of $1,000,000 to Altum, of which $180,000 was advanced, to advance on clinical activities related to the clinical trials. The promissory note is due on the earlier of (i) September 15, 2020, (ii) the termination of the Licensing Agreement (Note 5) or (iii) the second business day following the date that the Company demands repayment.

On August 31, 2020, the Company completed the Amalgamation with Altum (Notes 5 and 24(c)) and Altum became a wholly-owned subsidiary of the Company.

9.	Inventory

	July 31, 2020	January 31, 2020
Raw materials

All values are in US Dollars.

13

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

10.	Property and Equipment

Cost	Computer Equipment	Equipment	****	Leasehold Improvements	Security System	Total
Balance, January 31, 2019

| Impairment | | | ) | | | | ) |

| Effect of foreign exchange rate changes | | | ) | | | | ) | | Balance, January 31, 2020 | | | | | | | |

| Impairment | | | ) | | | | ) |

| Effect of foreign exchange rate changes | | | ) | | | | ) | | Balance, January 31, 2020 | | | | | | | |

| Effect of foreign exchange rate changes | | | ) | | | | ) | | Balance, July 31, 2020 | | | | | | | |

All values are in US Dollars.

During the six months ended July 31, 2019, the Company impaired equipment and recorded a loss on impairment of $3,901 within the condensed consolidated interim statements of comprehensive loss. As at July 31, 2020, the Company has not begun amortizing its leasehold improvements and security system as these assets are not yet available for use.

14

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

11.	Intangible Assets

Cost	BiPhasix License	Thrudermic Non-Patented Technology	Solmic Patents	RTIC Patents	****	Total
Balance, January 31, 2019

| Impairment | | | | | ) | | ) |

| Impairment | | | | | ) | | ) |

All values are in US Dollars.

Weighted average life remaining on intangible assets is 6.6 years.

BiPhasix License

On September 12, 2017, the Company entered into a licensing agreement with Altum, a party related, at that date, by way of common officers, whereby the Company acquired worldwide rights to the BiPhasix™ transdermal drug delivery technology for the development and commercialization of cannabinoids, cannabidiol and tetrahydrocannabinol products. Consideration included:

15

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

11.	Intangible Assets (continued)

1)	Issuance of 250,000 common shares on September 12, 2017 valued at $319,174, which was recorded as an intangible asset with a corresponding credit to common shares;
2)	Issuance of 250,000 common shares of the Company upon Health Canada Natural Product Number approval (not yet issued as of the date of this report);
3)	Royalties on annual gross sales; and
4)	For pharmaceutical products, milestone payments payable upon first Investigative New Drug Approval, upon positive outcome of Phase II trial in first indication, and upon New Drug Application approval. As of July 31, 2020, no milestones have been achieved.

Solmic Patents

On October 22, 2019, the Company entered into a contract to acquire SolMic AG (“Solmic AG”). Consideration for the acquisition included CHF 10,000 to be paid in cash (paid in March 2020). In connection with the acquisition, the Company entered into an assignment agreement to assign a patented technology called “Solmic” (“Solmic Patents”) for payments totalling EUR 50,000 (completed in March 2020).

The Company evaluated this acquisition in accordance with IFRS 3, Business Combinations to discern whether the assets and operations of Solmic AG met the definition of a business. The Company concluded there were not a sufficient number of key processes obtained to develop the inputs into outputs, nor could such processes be easily obtained by the Company. Accordingly, the Company has accounted for this transaction as an asset acquisition.

12.	Operating Leases

All the operating leases of the Company relate to building leases.

During the six months ended July 31, 2020, the Company’s lease at 3595 Cadillac Avenue in California, U.S.A was assigned together with the assignment of Pivot Naturals (Note 4). The related ROU asset was impaired at January 31, 2020 upon management’s decision to exit the US cannabis market and the related lease liability was extinguished during the six months ended July 31, 2020.

As of July 31, 2020, the Company is also a lessee in a lease at 285-295 Kesmark Street in Quebec, Canada, with expiry of April 30, 2025, and a sublessor in a sub-lease of 285 Kesmark Street.

16

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

12.	Operating Leases (continued)

	Right-of-use Assets
Balance, January 31, 2019

| Additions | | |

| Disposal – ROU asset | | ) |

| Disposal – Accumulated amortization on ROU asset | | |

| Impairment of ROU asset | | ) |

| Amortization on ROU asset | | ) |

All values are in US Dollars.

During the six months ended July 31, 2020, the Company recorded $143,055 (2019 - $nil) of sub-lease income related to the sub-lease of 285 Kesmark Street, which has been offset against amortization on ROU asset in the condensed consolidated interim statements of comprehensive loss.

	Lease Liability		Current		Long-term
Balance, January 31, 2019				)

| Disposal | | ) | | | |

| Lease payments | | ) | | | |

| Disposal | | ) | | | |

| Lease payments | | ) | | | |

All values are in US Dollars.

Pursuant to the assignment of Pivot Naturals (Note 4), the Company extinguished its obligations related to its lease at 3595 Cadillac Avenue in California, U.S.A. A gain on extinguishment of the lease liability totaling $1,474,092 is included in gain on abandonment of assets on the condensed consolidated interim statements of comprehensive loss.

17

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

12.	Operating Leases (continued)

The table below summarizes the remaining expected lease payments under the Company’s operating lease as of July 31, 2020:

Fiscal Years

| 2021 | | |

| 2022 | | |

| 2023 | | |

| 2024 | | |

| 2025 | | |

| Thereafter | | |

| Less: imputed interest | | ) |

| Present value of operating lease liabilities | | |

All values are in US Dollars.

13.	Common Shares

Unlimited number of common shares without par value

In June 2020, the Company effected a consolidation of its issued and outstanding common shares on a ten (10) old for one (1) new common share. During the six months ended July 31, 2020:

(a)	On March 31, 2020, the Company issued 2,872 common shares, with fair value of $2,154, pursuant to the termination of an employment agreement. During the six months ended July 31, 2020, the Company issued 31,250 common shares, with fair value of $59,375, to a third party for services. As at July 31, 2020, 18,750 common shares, valued at $45,938, are issuable to a third party for services.
(b)	On July 31, 2020, the Company issued 358,493 units, consisting of one common share and one half of one share purchase warrant, at price of $1.90 per unit for gross proceeds of $681,137. Each share purchase warrant entitles the holder to purchase one common share at a price of $2.30 per share and has an expiry term of two (2) years.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.
(c)	Pursuant to the private placement on July 31, 2020, finders’ fees consisted of cash payments of $30,434 and issuance of 32,216 share purchase warrants, valued at $61,376, entitling the holders to purchase one common share at a price of $2.30 per share and with an expiry term of two (2) years. Fair values of the agent 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 in order to value the warrants.
(d)	In July 2020, the Company received subscription proceeds totaling $192,500, which have been recorded as common shares issuable at July 31, 2020 and issued subsequent to July 31, 2020 (Note 24(a)).

18

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

13.	Common Shares (continued)

During the six months ended July 31, 2019:

(e)	In March 2019, the Company issued 10,000 common shares, with fair value totalling $20,000, to a third party as a loan origination fee and 3,571 common shares, with fair value of $10,000, to a third party for services provided. Fair values of services were determined using the fair values of the common shares issued as values of services provided could not be estimated reliably.
(f)	On March 23, 2019, the Company issued 100,000 common shares to a third party for settlement of accounts payable and 69,032 common shares to directors and officers to settle outstanding compensation. Losses on settlement of $60,000 and $34,315 have been recorded within consulting fees and wages, salaries and employment expenses, respectively, in the consolidated statements of comprehensive loss.
(g)	On April 8, 2019, the Company issued 6,052 common shares as an extension fee for an outstanding obligation.
(h)	On April 8, 2019, a private placement was closed for an aggregate of 695,000 units, consisting of one common share and one share purchase warrant, at price of $2.00 per unit, for gross proceeds of $1,390,000. Each share purchase warrant entitles the holder to purchase one common share at a price of $3.00 per share and has an expiry term of three (3) years. Finders’ fees consisted of cash payments of $80,000 and issuance of 50,800 common shares and 10,800 share purchase warrants entitling the holders to purchase one common share at a price of $3.00 per share and with an expiry term of three (3) years. 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.
(i)	On May 15, 2019, the first tranche of a private placement was closed for an aggregate of 4,613,200 units, consisting of one common share and one share purchase warrant, at price of $2.50 per unit, for gross proceeds of $11,533,000. On May 30, 2019, the last tranche of this private placement was closed for an aggregate of 1,386,800 units, consisting of one common share and one share purchase warrant, at price of $2.50 per unit, for gross proceeds of $3,467,000. Each share purchase warrant entitles the holder to purchase one common share at a price of $3.50 per share (amended in May 2020 to $2.50) and has an expiry term of two (2) years. Pursuant to the private placement, the Company issued 420,000 units, consisting of one common share and one share purchase warrant entitling the holder to purchase one common share at a price of $3.50 per share and with an expiry term of two (2) years, as advisory fee.
(j)	On May 16, 2019, the Company issued 59,524 common shares pursuant to the conversion of $250,000 of convertible debentures.

19

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

14.	Share Purchase Warrants

The following table summarizes the continuity of share purchase warrants:

	Number of<br> <br>Warrants		****	Weighted Average Exercise Price
Balance, January 31, 2019		848,605
Granted		7,125,800

| Expired | | (26,513 | ) | | ) | | Balance, January 31, 2020 | | 7,947,892 | | | | | Granted (Notes 13(b) and 13(c)) | | 211,463 | | | | | Balance, July 31, 2020 | | 8,159,355 | | | |

All values are in US Dollars.

On May 7, 2020, the Company amended the exercise price of the following outstanding warrants that were issued pursuant to private placements completed in 2019: 1,386,800 warrants issued on May 30, 2019 and expiring on May 29, 2021, 4,613,200 warrants issued on May 15, 2019 and expiring on May 14, 2021 and 695,000 warrants issued on April 8, 2019 and expiring on March 16, 2022. The exercise prices of these warrants have been amended to $2.50 per warrant. Previous exercise prices were $3.00 and $3.50.

At July 31, 2020, the following share purchase warrants were outstanding:

Number of Warrants		Exercise Price	Expiry Date
	17,241		March 1, 2021

| | 335,325 | | September 21, 2021 |

| | 800 | | October 1, 2021 |

| | 90,726 | | October 18, 2021 |

| | 378,000 | | October 22, 2021 |

| | 695,000 | | March 16, 2022 |

| | 10,800 | | March 16, 2022 |

| | 4,613,200 | | May 14, 2021 |

| | 1,386,800 | | May 29, 2021 |

| | 420,000 | | May 29, 2021 |

| | 211,463 | | July 30, 2022 |

| | 8,159,355 | | |

All values are in US Dollars.

15.	Long-term Incentive Plans

Effective October 1, 2019, the Company adopted a long-term incentive plan. Under this plan, the Company may grant share purchase options, RSUs, PSUs or deferred share units to its directors, officers, employees and consultants up to an amount as determined by the Company and will be no more than 10% of its outstanding common shares on a fully-diluted basis. 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.

20

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

15.	Long-term Incentive Plans (continued)

(a)	Restricted Stock Units

The following table summarizes the continuity of the Company’s RSUs:

****	Numberof RSUs
Balance, January 31, 2019		–

| Granted | | 275,000 | | Balance, January 31, 2020 | | 275,000 |

| Granted | | 20,000 | | Balance, July 31, 2020 | | 295,000 |

The fair value of share-based payment expense was determined using market value of the share price on grant date. RSUs are settled by delivery of a notice of settlement by the RSU holder or, if no notice of settlement is delivered, on the last vesting date. At July 31, 2020, 258,333 RSUs were vested (January 31, 2020 – 83,334). During the three and six months ended July 31, 2020, the Company recognized $9,682 and $196,019, respectively, of share-based payment related to its RSUs (three and six months ended July 31, 2019 - $nil and $nil, respectively).

(b)	Performance Stock Units

The following table summarizes the continuity of the Company’s performance stock units (“PSUs”):

	Numberof RSUs
Balance, January 31, 2019		–

| Granted | | 75,000 | | | Balance, January 31, 2020 | | 75,000 | |

| Expired | | (25,000 | ) | | Balance, July 31, 2020 | | 50,000 | |

PSUs vest as follows: 25,000 PSUs vest on November 14, 2019, 25,000 PSUs vest upon financing greater than $2,500,000 obtained before July 30, 2020 (non-market performance condition) (not met) and 25,000 PSUs vest on March 31, 2021.

PSUs are settled by delivery of a notice of settlement by the PSU holder. At July 31, 2020, 25,000 PSUs were vested (January 31, 2020– 25,000). During the three and six months ended July 31, 2020, the Company recognized a reversal of share-based compensation related to its PSUs of $13,696 and $6,359, respectively (three and six months ended July 31, 2019 - $nil and $nil, respectively), due to the PSU holder not meeting the non-market performance condition.

21

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

15.	Long-term Incentive Plans (continued)

(c)	Share Purchase Options

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

	Numberof Options		****	WeightedAverageExercise Price		****	Weighted Average Remaining Contractual Life (years)
Outstanding, January 31, 2019		1,369,183			4.60			3.26

| Granted | | 807,500 | | | 3.19 | | | 4.38 |

| Forfeited/cancelled | | (704,183 | ) | | (5.01 | ) | | – | | Outstanding, January 31, 2020 | | 1,472,500 | | | 3.82 | | | 3.08 |

| Granted (Note 17(a)) | | 290,000 | | | 1.92 | | | 4.77 |

| Forfeited/cancelled (Note 17(a)) | | (255,000 | ) | | (3.03 | ) | | – | | Outstanding, July 31, 2020 | | 1,507,500 | | | 3.59 | | | 2.75 |

Additional information regarding share purchase options as of July 31, 2020, is as follows:

Options Outstanding		Options Exercisable		Exercise Price	Expiry Date
	200,000		200,000		December 14, 2020

| | 250,000 | | 250,000 | | February 22, 2021 |

| | 200,000 | | 200,000 | | December 14, 2021 |

| | 5,000 | | 5,000 | | November 14, 2022 |

| | 260,000 | | 260,000 | | June 11, 2024 |

| | 75,000 | | 75,000 | | July 1, 2024 |

| | 10,000 | | 10,000 | | September 29, 2024 |

| | 15,000 | | 15,000 | | October 15, 2024 |

| | 7,500 | | 2,500 | | November 3, 2024 |

| | 150,000 | | 50,000 | | November 13, 2024 |

| | 20,000 | | 15,000 | | December 26, 2024 |

| | 10,000 | | 2,500 | | January 20, 2023 |

| | 210,000 | | - | | May 5, 2025 |

| | 50,000 | | - | | May 10, 2025 |

| | 10,000 | | - | | May 11, 2025 |

| | 20,000 | | - | | May 21, 2025 |

| | 1,507,500 | | 1,100,000 | | |

All values are in US Dollars.

22

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

15.	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:

·	Dates of grant: June 12, 2019 to May 22, 2020
·	Risk free interest rate: 0.37% to 1.46%
·	Volatility: 93% to 210%
·	Market price of common shares on grant date: $1.10 to $4.00
·	Expected dividends: Nil%
·	Expected life: Three (3) to five (5) years
·	Exercise price: $1.50 to $4.00

Fair values of the options at each measurement date ranged between $0.40 to $3.20. For the three and six months ended July 31, 2020, share-based payments related to share purchase options totaling $135,635 and $151,048, respectively, have been recorded in the Company’s condensed consolidated interim statements of comprehensive loss (three and six months ended July 31, 2019 - $561,471 and $567,367, respectively). $556,222 of share-based payment expense have yet to be recognized and will be recognized in future periods.

16.	Supplemental Cash Flow Disclosures

	July 31, 2020	July 31, 2019

| Supplemental disclosures: | | |

| Interest paid | | |

| Income tax paid | | |

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

| Common shares issued/issuable for services | | |

| Common shares issued for settlement of accounts payable | | |

| Common shares issued for loan origination fees | | |

| Common shares issued for conversion of debentures | | |

| Common shares issued for finder’s fees | | |

| Warrants issued for finder’s fee | | |

All values are in US Dollars.

17.	Related Party Transactions

(a)	Key Management Compensation

During the three and six months ended July 31, 2020, compensation of key management and directors, including former key management and directors, of the Company totaled $154,354 and $509,245 (three and six months ended July 31, 2019 - $345,518 and $711,986, respectively), and consisted of salaries, consulting fees, directors’ fees and share-based payments. During the six months ended July 31, 2020, 200,000 stock options for a former officer was forfeited and 160,000 stock options were granted to directors and officers. Key management includes those persons having authority and responsibility for planning, directing and controlling the activities, directly or indirectly, of the Company.

23

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

17.	Related Party Transactions (continued)

As at July 31, 2020, the Company owed $1,244 to key management and directors (January 31, 2020 - $16,647).

(b)	Other Related Party Transactions

In May 2020, the Company entered into a Licensing Agreement with Altum and subsequently signed an amalgamation agreement with Altum pursuant to which Altum will be amalgamated with 12167573 Canada Ltd (completed on August 31, 2020) (Notes 5 and 24(c)).

In May and July 2020, the Company issued promissory notes of US$200,000 and $1,000,000, respectively, to Altum (Note 8).

18.	Joint Venture

On December 17, 2018, the Company entered into a joint venture arrangement whereby the Company holds 50% of the issued and outstanding shares of Pivot-Cartagena JV. Pivot-Cartagena JV will develop and commercialize cannabis-infused non-alcoholic beverages using the industry expertise of its joint venture partner. The Company and its joint venture partner each have 50% interest in the net assets and net income or loss of Pivot-Cartagena JV.

As of July 31, 2020, the Company has not made any investment related to Pivot-Cartagena JV. During the three and six months ended July 31, 2020 and 2019, there were no balances or transactions related to Pivot-Cartagena JV.

19.	Commitments and Contingencies

(a)

In September 2019, the Company was served with a claim from Green Stream Botanicals Corp. for a finder’s fee in the amount of $600,000 in relation to non-brokered private placements totaling $15 million completed in May 2019. In July 2020, the Company settled this claim for $120,000.For the six months ended July 31, 2020, the Company recorded a settlement of legal claim of $120,000 within the condensed consolidated interim statements of comprehensive loss.

(b)

In November 2019, the Company’s former Chief Executive Officer filed an originating application with the Superior Court in the province of Quebec for damages stemming from a termination of employment. The former Chief Executive Officer is seeking payment of amounts totaling approximately $1 million, exercisability of his stock options until the original expiry dates, issuance of 600,000 stock options and an order that the Company not issue further common shares.The Company believes the claim is unfounded and intends to vigorously defend these claims.The Company has not accrued any amounts as of July 31, 2020 as management is not able to assess the likelihood of payment.

(c)

In January 2020, an injunction was filed against the Company in the Superior Court of Quebec by Bio V Pharma Inc. (“BioV”) seeking provisional orders in respect of the premises sub-leased at 285 Kesmark Street (Note 12) and damages of approximately $395,000. The Company and BioV have, without prejudice or admission, settled the provisional injunction portion of the application while reserving their respective rights on interlocutory injunction and on the merits of the application.The Company has not accrued this amount as of July 31, 2020 as management is not able to assess the likelihood of payment.

24

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

20.	Operating Segment

The Company operates in one industry segment, development and commercialization of patented, differentiated and premium quality nutraceuticals and pharmaceuticals, within three geographical areas, Canada, U.S and the E.U.

	Canada	****	U.S.	****	E.U.	****	Total
Six months ended July 31, 2020

Net income (loss)		)				)		)

Net loss		)		)				)

Net income (loss)		)		)		)		)

Net loss		)		)				)

Total liabilities

All values are in US Dollars.

21.	Fair Value Measurements

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.

The Company does not have any financial instruments measured using Level 3 inputs. The carrying amounts of cash, accounts receivable, promissory notes receivable, accounts payable and accrued liabilities and due to related parties are considered to be a reasonable approximation of fair value because of the short-term maturity of these instruments.

25

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

22.	Management of Financial Risk

The Company’s financial instruments are exposed to certain risks, including credit risk, interest rate risk, liquidity risk and currency risk.

(a)	Credit risk

Credit risk is the risk of loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s cash is held through reputable financial institutions in Canada, U.S. and Liechtenstein. The Company’s amounts receivable consists of receivables from its sub-lease of 285 Kesmark Street (Note 12). The carrying amount of cash and amounts receivable represent the maximum exposure to credit risk. As at July 31, 2020, this amounted to $1,363,682 (January 31, 2020 - $3,303,002).

(b)	Interest rate risk

(c)	Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet is financial obligations as they come due. The Company manages liquidity risk through the management of its capital structure (Note 23). Accounts payable and accrued liabilities, due to related parties and the current portion of lease liabilities are due within the current operating period.

(d)	Currency risk

23.	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 dedevelopment and commercialization of patented, differentiated and premium quality nutraceuticals and 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 debenture, 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.

26

BETTERLIFE PHARMA INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Three and Six Months Ended July 31, 2020 and 2019

(Expressed in Canadian dollars)

(Unaudited)

24.	Events After the Reporting Date

(a)	In August 2020, the Company issued 358,232 units pursuant to a private placement for gross proceeds of $680,641. Each unit consists of one common share and one half of one share purchase warrant, each whole warrant entitling the holder to purchase a common share at $2.30 per share for a period of two years.Pursuant to the private placement, the Company paid an agents’ fee of $42,000 and issued 22,105 agent share purchase warrants entitling the holder to purchase a common share at $2.30 per share for a period of two years.
(b)	In August 2020, the Company issued 258,333 common shares to an officer of the Company and a director of a wholly-owned subsidiary for vested RSUs (Note 15(a)).
(c)	On August 31, 2020, the Company completed the Amalgamation (Note 5) between the Company, Altum and 12167573 Canada Ltd., a wholly-owned subsidiary of the Company, whereby Altum and 12167573 Canada Ltd. were amalgamated pursuant to the Canadian Business Corporations Act and Altum became a wholly-owned subsidiary of the Company. Pursuant to the Amalgamation, the Company issued 18,217,239 common shares to Altum shareholders, granted 856,880 stock options, with exercise prices ranging between $0.03 and US$2.47 and expiry dates between September 7, 2020 and February 28, 2023, and granted 252,595 share purchase warrants with exercise price of US$1.44 and expiring on August 6, 2022.
(d)	In September 2020, a judgement for a safeguard order was rendered against the Company in the Superior Court of Quebec by Olymbec Development Inc. (“Olymbec”) ordering the Company to pay the sum of $45,293, inclusive of GST and QST and representing monthly lease payment on the lease of 285-295 Kesmark Street (Note 12) from September 1, 2020 (September 2020 - paid), and to pay $67,939, representing 50% of the arrears lease due to Olymbec (paid).

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, 2020.
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 28, 2020

“Ahmad Doroudian”

_______________________

Ahmad Doroudian

Chief Executive Officer

NOTE TO READER<br> <br><br> <br>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, 2020.
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 28, 2020

“Moira Ong”

_______________________

Moira Ong

Chief Financial Officer

NOTE TO READER<br> <br><br> <br>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.