31 January 2025
SHORTWAVE LIFE SCIENCES
PLC
("Shortwave" or "the
Company")
Unaudited Interim Results for the Six
Months Ended 31 October 2024
We are pleased to present the unaudited interim
results for SHORTWAVE LIFE SCIENCES PLC (AQSE: PSY) for the period
to 31 October 2024.
Shortwave Life Sciences Plc, formerly
Psych Capital plc, is pioneering breakthrough therapies that
transform the landscape of mental health care, with a focus on
eating disorders and anorexia nervosa.
Following the completion of the acquisition of
Short Wave Pharma Inc. ("Shortwave Pharma") in November 2023, and
its integration, on June 6th, 2024, the Company
strategically rebranded and was renamed "Shortwave Life
Sciences Plc", reflecting the Company's reaffirmed commitment to
the advancement of innovative solutions through drug development
for mental health care, including via psychedelics-based therapies.
Relying on its combined finance and pharma expertise, the Company
aims to further identify and grow early stage, best-in class
candidates for innovative treatments delivering impactful solutions
in mental health care.
Shortwave Pharma developed a novel buccal-film
based delivery platform and psilocybin-based drug combination for
its initial eating disorders programme for anorexia nervosa. It has
completed the preliminary early-stage activities that demonstrate
the chemistry, manufacturing and controls ("CMC") and preclinical
abilities of its drug delivery product. The final product meets
regulatory requirements for the early phases of the clinical
studies. The preclinical programme has so far demonstrated not only
the safety profile of the drug, but also the ability of the
Shortwave Pharma's product to bring the active ingredients to the
blood flow without the first pass metabolism, which, Shortwave
Pharma believes, will dramatically improve the efficacy of the
drug, and will allow a better safety profile.
During the period, Shortwave Pharma continued
its pre-clinical studies and achieved a significant
breakthrough in its drug development path. Shortwave Pharma
announced positive safety results from its pre-clinical
pharmacodynamics study, demonstrating the safety of its proprietary
psilocybin-based drug combination at elevated doses. The study
results showed no adverse effects, weight changes, or behavioral
changes following the psychedelic effects. All subjects remained
healthy and unaffected during the trial, marking a strong
foundation for future clinical development. The Company aims to
complete the profiling of the drug, which should support the
design of the clinical studies coming up later this
year.
At the same time, through its media platform,
the Company continued to pursue its strategy of raising awareness
and interest in the field of innovative psychedelic-based drug
development and treatments for mental health. The PSYCH
platform maintained a subscriber base of approx. 57,000.
On July 8th 2024, the Company's PCT
application no. PCT/IL2023/050442 entitled: "A Mucoadhesive Film
Comprising a Pharmaceutically Active Agent And Uses Thereof"
received a positive report from the PCT examining authority
acknowledging all of its claims as novel, non-obvious and
industrially applicable. This major milestone confirming its
mucoadhesive buccal film as free of prior art enables the continued
development of the Company's first drug product that also opens it
up for additional commercialization opportunities in licensing the
film to potential pharma partners.
As part of the Share Purchase Agreement ("SPA") signed
between the Company and Shortwave Pharma in June 2023,
9,015,100 Deferred Consideration Shares were subject to Shortwave
Pharma obtaining a positive examiner opinion including at
least one novel and non-obvious claim in at least one patent
application filed under the Patent Cooperation Treaty (PCT) filings
taking priority from the currently submitted US provisional
applications. This conditionality has been met within the longstop
date, and accordingly, the Deferred Consideration Shares were
issued, pursuant to the SPA, on 12 July 2024.
Board
Appointments
In November, the Company was honoured to welcome
to its Board of Directors, Ron Chai Lipsky, a seasoned
executive in life sciences and public markets, with an extensive
track record in capital raising, market entry, and value creation.
He brings expertise in overseeing complex regulatory compliance,
fostering investor relations, and delivering strategic growth for
global biotech and pharmaceutical companies.
Other
Events
In addition, in December, the Company
announced the pre-launch of its crowdfunding
campaign on Crowdcube. This initiative seeks to
accelerate the Company's mission to revolutionise treatment for
anorexia nervosa, a devastating condition with no FDA-approved
pharmaceutical solutions.
Financial
Review
The Company achieved £50,000 of
revenue in the period, from the provision of media related services
of the Psych media platform. A pre-tax loss of £114,859was
reported, compared to a pre-tax loss of £284,734 in the
prior period.
The Company's cash position at the end of the
period was £29,998.
The unaudited interim results to 31 October 2024
have not been reviewed by the Company's auditor.
Stephen
Murphy
Director
The Directors of the Company accept
responsibility for the contents of this announcement.
Enquiries:
Company:
Stephen Murphy: +44 7450
341252
Rivki Stern: +972 54 762 1621
info@shortwavelifesciences.com
https://shortwavelifesciences.com/
Peterhouse
Capital Limited:
Corporate
Adviser:
Guy Miller /Narisha Ragoonanthun:
+ 44 (0) 20 7469 0930
Corporate
Broker
Lucy Williams: +44 (0) 20 7469 0930
Duncan Vasey: +44 (0) 20 7220 9797 (Direct)
SHORTWAVE LIFE
SCIENCES PLC
|
|
|
|
|
|
|
|
Statement of
Comprehensive Income
|
|
|
|
For the six
months ended 31 October 2024
|
|
|
|
6 Months
ended
|
6 Months
ended
|
Year
ended
|
31-Oct-24
|
31-Oct-23
|
30-Apr-24
|
|
Unaudited
|
Unaudited
|
Audited
|
|
£
|
£
|
£
|
|
|
|
|
Revenue
|
50,000
|
51,465
|
56,694
|
Cost of sales
|
(16,500)
|
(52,139)
|
(52,140)
|
Gross
profit
|
33,500
|
(674)
|
4,554
|
|
|
|
|
Administrative expenses
|
(136,756)
|
(252,140)
|
(644,756)
|
Exceptional operating items
|
|
|
|
Share-based payments - share options
|
|
|
(206,136)
|
Operating
loss
|
(103,256)
|
(252,814)
|
(846,338)
|
|
|
|
|
Fair value gains/(losses) on fixed asset
investments
|
(11,603)
|
(31,920)
|
(46,698)
|
Impairment less on intangible assets
|
|
|
(189,875)
|
Profit/(Loss)
on ordinary activities before taxation
|
(114,859)
|
(284,734)
|
(1,082,911
|
|
|
|
|
Income tax
|
-
|
-
|
12,203
|
Total
comprehensive profit/(loss) for the financial
period
|
(114,859
|
(284,734)
|
(1,070,708)
|
|
|
|
|
Basic profit/(loss) per share attributable to
owners of the parent
|
(0.0003)
|
(0.0010)
|
(0.0033)
|
|
|
|
|
Weighted average number of shares
|
378,290,760
|
290,033,335
|
378,290,760
|
|
|
|
|
|
|
|
|
Statement of
Financial Position
|
|
|
|
|
As
at
|
As
at
|
As
at
|
31-Oct-24
|
31-Oct-23
|
30-Apr-24
|
|
Unaudited
|
Unaudited
|
Audited
|
|
£
|
£
|
£
|
Non-current
Assets
|
|
|
|
Intangible assets
|
2,913,942
|
231,434
|
2,913,942
|
Investments
|
-
|
59,585
|
44,807
|
Total
Non-current Assets
|
2,913,942
|
291,019
|
2,958,749
|
|
|
|
|
Current
Assets
|
|
|
|
Cash and cash equivalents
|
29,998
|
133,167
|
72,300
|
Restricted cash in escrow to purchase Shortwave
Pharma shares
|
|
92,743
|
|
Other receivables
|
12,915
|
47,566
|
16,626
|
Total Current
Assets
|
42,913
|
273,476
|
88,926
|
|
|
|
|
Current
Liabilities
|
|
|
|
Trade and other payables
|
101,494
|
43,784
|
77,453
|
Total Current
Liabilities
|
101,494
|
43,784
|
77,453
|
|
|
|
|
Net Current
Assets/(Liabilities)
|
(58,581)
|
229,692
|
11,473
|
Total Assets
less Current Liabilities
|
2,855,361
|
520.711
|
2,970,222
|
Deferred Tax
|
343,330
|
-
|
343,330
|
Net
Assets
|
2,512,031
|
520,711
|
2,626,892
|
|
|
|
|
Equity
|
|
|
|
Issued share capital
|
378,290
|
290,033
|
378,290
|
Share premium
|
4,278,594
|
1,680,832
|
4,278,594
|
Share options reserve
|
844,949
|
638,812
|
844,949
|
Retained earnings
|
(2,989,802)
|
(2,088,966)
|
(2,874,940)
|
Total
Equity
|
2,512,031
|
520,711
|
2,626,892
|
|
|
|
|
|
|
Statement of
Changes in Equity
|
|
|
|
|
|
|
Share
|
Share
|
Share
|
Retained
|
Total
|
|
capital
|
premium
|
options
|
Earnings
|
equity
|
|
|
|
reserve
|
|
|
|
£
|
£
|
£
|
£
|
£
|
Transactions
with equity owners
|
|
|
|
|
|
At incorporation - issue of share
capital
|
|
|
|
|
|
2 ordinary shares
at £0.0001 each
|
4
|
-
|
|
|
4
|
Ordinary Shares issued
|
183,329
|
866,667
|
|
|
1,049,996
|
Less owed by shareholders
|
(6,666)
|
(93,334)
|
|
|
(100,000)
|
Transaction costs
|
|
(30,000)
|
|
|
(30,000)
|
Total
comprehensive income
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
for the period ended 31 October 2021
|
|
|
|
136,003
|
136,003
|
As at 31
October 2021
|
176,667
|
743,333
|
-
|
136,003
|
1,056,003
|
Transactions
with equity owners
|
|
|
|
|
|
Ordinary Shares paid
|
6,666
|
93,334
|
|
|
100,000
|
Total
comprehensive income
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
for the 6 months ended 30 April 2022
|
|
|
|
(679,936)
|
(679,936)
|
As at 30 April
2022
|
183,333
|
836,667
|
-
|
(543,933)
|
476,067
|
Transactions
with equity owners
|
|
|
|
|
|
Share-based payments
|
90,500
|
384,500
|
|
|
475,000
|
Ordinary Shares issued
|
16,200
|
793,800
|
|
|
810,000
|
Transaction costs
|
|
(29,600)
|
|
|
(29,600)
|
Share options/warrants issued
|
|
(304,535)
|
638,812
|
|
334,277
|
Total
comprehensive income
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
for the period ended 31 October 2022
|
|
|
|
(929,932)
|
(929,932)
|
As at 31
October 2022
|
290,033
|
1,680,832
|
638,812
|
(1,473,865)
|
1,135,812
|
Total comprehensive income
|
|
|
|
|
|
for the period ended 30 April 2023
|
|
|
|
(330,367)
|
(330,367)
|
As at 30 April
2023
|
290,033
|
1,680,832
|
638,812
|
(1,804,232)
|
805,445
|
Total comprehensive income
|
|
|
|
|
|
for the period ended 31 October 2023
|
|
|
|
(284,734)
|
(284,734)
|
As at 31
October 2023
|
290,033
|
1,680,832
|
638,812
|
(2,088,966)
|
520,711
|
Total comprehensive income
|
|
|
|
|
|
for the period ended 31 October 2023
|
|
|
|
(785,974)
|
(785,975)
|
Share-based payments
|
572
|
11,048
|
206,136
|
|
217,757
|
Ordinary Shares issued
|
87,685
|
2,586,714
|
|
|
2,674,399
|
As at 30 April
2024
|
378,290
|
4,278,594
|
844,948
|
(2,874,940)
|
2,626,892
|
Total comprehensive income
|
|
|
|
|
|
for the period ended 31 October 2023
|
|
|
|
(114,859)
|
(114,859
|
As at 31
October 2024
|
378,290
|
4,278,594
|
844,948
|
(2,989,799)
|
2,512,033
|
|
|
|
|
|
|
|
Statement of
Cash Flows
|
|
|
|
|
|
|
6 Months
ended
|
6 Months
ended
|
Year
ended
|
|
|
31-Oct-24
|
31-Oct-23
|
30-Apr-24
|
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
|
£
|
£
|
£
|
|
|
Cash flows from
operating activities
|
|
|
|
|
|
Loss before tax
|
(114,859)
|
(284,734)
|
(1,070,708)
|
|
|
Adjusted
for:
|
|
|
|
|
|
Fair value (gain) / loss on
investments
|
44,807
|
31,920
|
46,698
|
|
|
Amortisation of intangible assets
|
|
31,559
|
109,168
|
|
|
Impairment of intangible assets
|
|
|
189,874
|
|
|
Share-based payments
|
|
|
217,756
|
|
|
(Increase) / Decrease in trade and other
receivables
|
3710
|
16,700
|
47,641
|
|
|
Increase / (Decrease) in trade and other
payables
|
24,040
|
(49,026)
|
(20,281)
|
|
|
Tax Credit
|
|
|
-12,203
|
|
|
Net cash used in operating activities
|
-42,302
|
(253,581)
|
(492,055)
|
|
|
|
|
|
|
|
|
Cash flows from
investing activities
|
|
|
|
|
|
Purchase of investments
|
|
(92,743)
|
(92,743)
|
|
|
Cash arising on acquisition
|
-
|
|
177,607
|
|
|
Net cash used in investing activities
|
-
|
(92,743)
|
84,864
|
|
|
|
|
|
|
|
|
Cash flows from
financing activities
|
|
|
|
|
|
Proceeds from the issue of shares
|
-
|
-
|
-
|
|
|
Net cash generated from financing
activities
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Net increase in cash and cash
equivalents
|
-42,302
|
(346,324)
|
(407,191)
|
|
|
Cash and cash equivalents at beginning of the
period
|
72,300
|
479,491
|
479,491
|
|
|
Cash and cash
equivalents at end of year
|
29,998
|
133,167
|
72,300
|
|
|
|
|
|
|
|
|
1. GENERAL
INFORMATION
The Company was incorporated on 22 April 2021
in England and Wales with Registered Number
13351629 under the Companies Act 2006. The principal activity of
the business will be to identify, fund and build future leaders in
psychedelic science and healthcare, with a focus
in UK and Europe.
The registered address of the Company is 124
City Road, London, EC1V 2NX, United Kingdom.
2. BASIS
OF PREPARATION
These condensed interim financial statements for
the period ended 31 October 2024 have been prepared in
accordance with the AQSE rules for Companies. As permitted,
the Company has chosen not to adopt IAS 34 "Interim Financial
Statements" in preparing this interim financial information. The
condensed interim financial statements should be read in
conjunction with the annual financial statements for the year
ended 30 April 2024, which have been prepared in accordance
with UK-adopted International Financial Reporting Standards
(IFRS).
The directors are satisfied that, at the time of
approving the condensed interim financial statements, it is
appropriate to adopt a going concern basis of accounting and in
accordance with the recognition and measurement principles
of UK-adopted International Financial Reporting Standards
(IFRS) adopted for use in the United
Kingdom ("IFRS").
In reaching this conclusion the directors have
prepared a cashflow forecast which indicates that additional funds
will be required during the year to continue to operate as per the
forecast. There are ongoing activities to raise the necessary
funds but in the absence of the required funding being in place
this condition indicates the existence of a material uncertainty
which may cast significant doubt over the company's ability to
continue as a going concern.
The interim financial information set out above
does not constitute statutory accounts as defined by Section 434 of
the Companies Act 2006. Statutory financial statements for
the year ended 30 April 2024 were approved by the Board
of Directors on 30 October 2024 and delivered to the
Registrar of Companies. The report of the independent auditor on
those financial statements was unqualified.
3.
BASIS FOR
CONSOLIDATION
The unaudited, condensed interim financial
statements for the period ended 31 October 2024 as well as the
audited annual financial statements for the period ended 30 April
2024 both reflect the consolidation of the Company's subsidiary
Shortwave Pharma which was acquired on November 7, 2023. The
comparative figures for the period ended 31 October 2023 do not
include the financial results and balances of Shortwave
Pharma.
4. EARNINGS
PER SHARE
Basic earnings per share is calculated by
dividing the earnings attributable to shareholders by the weighted
average number of ordinary shares ("WANS") outstanding in the
period. Diluted loss per share has not been calculated as the
options and warrants have no dilutive effect given the loss arising
in the period.
5. SHARE
CAPITAL AND RESERVES
Following issuance of deferred shares upon the
meeting of the conditionality assigned to Shortwave Pharma's
patent, the total number of shares for the period ended 31 October
2024 is 378,290,760.
Share
options and broker warrants
On 23 May 2022, the Company granted
31,835,832 share options to 10 of its directors, consultants, and
advisors. The options lapse on 9 June 2024. 15,917,916 share
options are exercisable at a strike price of 5p, 7,958,958 are
exercisable at a strike price of 6p and 7,958,958 are exercisable
at 8p.
On 23 May 2022, the Company granted
14,501,667 warrants to its brokers at a strike price of 5p. The
options lapse on 9 June 2027.
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