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 |
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| Statement of Comprehensive Income |
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| For the six months ended 31 October 2024 |
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| 6 Months ended | 6 Months ended | Year ended |
| 31-Oct-24 | 31-Oct-23 | 30-Apr-24 | |
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| Unaudited | Unaudited | Audited |
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| £ | £ | £ |
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| Revenue | 50,000 | 51,465 | 56,694 |
| Cost of sales | (16,500) | (52,139) | (52,140) |
| Gross profit | 33,500 | (674) | 4,554 |
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| Administrative expenses | (136,756) | (252,140) | (644,756) |
| Exceptional operating items |
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| Share-based payments - share options |
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| (206,136) |
| Operating loss | (103,256) | (252,814) | (846,338) |
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| Fair value gains/(losses) on fixed asset investments | (11,603) | (31,920) | (46,698) |
| Impairment less on intangible assets |
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| (189,875) |
| Profit/(Loss) on ordinary activities before taxation | (114,859) | (284,734) | (1,082,911 |
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| Income tax | - | - | 12,203 |
| Total comprehensive profit/(loss) for the financial period | (114,859 | (284,734) | (1,070,708) |
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| Basic profit/(loss) per share attributable to owners of the parent | (0.0003) | (0.0010) | (0.0033) |
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| Weighted average number of shares | 378,290,760 | 290,033,335 | 378,290,760 |
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| Statement of Financial Position |
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| As at | As at | As at |
| 31-Oct-24 | 31-Oct-23 | 30-Apr-24 | |
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| Unaudited | Unaudited | Audited |
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| £ | £ | £ |
| Non-current Assets |
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| 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 |
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| Current Assets |
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| Cash and cash equivalents | 29,998 | 133,167 | 72,300 |
| Restricted cash in escrow to purchase Shortwave Pharma shares | |
92,743 |
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| Other receivables | 12,915 | 47,566 | 16,626 |
| Total Current Assets | 42,913 | 273,476 | 88,926 |
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| Current Liabilities |
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| Trade and other payables | 101,494 | 43,784 | 77,453 |
| Total Current Liabilities | 101,494 | 43,784 | 77,453 |
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| 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 |
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| Equity |
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| 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 |
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| Statement of Changes in Equity |
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| Share | Share | Share | Retained | Total |
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| capital | premium | options | Earnings | equity |
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| reserve |
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| £ | £ | £ | £ | £ |
| Transactions with equity owners |
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| At incorporation - issue of share capital |
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| 2 ordinary shares at £0.0001 each | 4 | - |
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| 4 |
| Ordinary Shares issued | 183,329 | 866,667 |
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| 1,049,996 |
| Less owed by shareholders | (6,666) | (93,334) |
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| (100,000) |
| Transaction costs |
| (30,000) |
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| (30,000) |
| Total comprehensive income |
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| Total comprehensive income |
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| for the period ended 31 October 2021 |
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| 136,003 | 136,003 |
| As at 31 October 2021 | 176,667 | 743,333 | - | 136,003 | 1,056,003 |
| Transactions with equity owners |
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| Ordinary Shares paid | 6,666 | 93,334 |
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| 100,000 |
| Total comprehensive income |
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| Total comprehensive income |
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| for the 6 months ended 30 April 2022 |
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| (679,936) | (679,936) |
| As at 30 April 2022 | 183,333 | 836,667 | - | (543,933) | 476,067 |
| Transactions with equity owners |
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| Share-based payments | 90,500 | 384,500 |
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| 475,000 |
| Ordinary Shares issued | 16,200 | 793,800 |
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| 810,000 |
| Transaction costs |
| (29,600) |
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| (29,600) |
| Share options/warrants issued |
| (304,535) | 638,812 |
| 334,277 |
| Total comprehensive income |
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| Total comprehensive income |
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| for the period ended 31 October 2022 |
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| (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 |
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| for the period ended 30 April 2023 |
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| (330,367) | (330,367) |
| As at 30 April 2023 | 290,033 | 1,680,832 | 638,812 | (1,804,232) | 805,445 |
| Total comprehensive income |
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| for the period ended 31 October 2023 |
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| (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 |
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| for the period ended 31 October 2023 |
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| (114,859) | (114,859 |
| As at 31 October 2024 | 378,290 | 4,278,594 | 844,948 | (2,989,799) | 2,512,033 |
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| Statement of Cash Flows |
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| 6 Months ended | 6 Months ended | Year ended |
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| 31-Oct-24 | 31-Oct-23 | 30-Apr-24 |
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| Unaudited | Unaudited | Audited |
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| £ | £ | £ |
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| Cash flows from operating activities |
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| Loss before tax | (114,859) | (284,734) | (1,070,708) |
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| Adjusted for: |
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| Fair value (gain) / loss on investments | 44,807 | 31,920 | 46,698 |
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| Amortisation of intangible assets | | 31,559 | 109,168 |
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| Impairment of intangible assets |
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| 189,874 |
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| Share-based payments |
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| 217,756 |
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| (Increase) / Decrease in trade and other receivables | 3710 | 16,700 | 47,641 |
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| Increase / (Decrease) in trade and other payables | 24,040 | (49,026) | (20,281) |
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| Tax Credit |
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| -12,203 |
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| Net cash used in operating activities | -42,302 | (253,581) | (492,055) |
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| Cash flows from investing activities |
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| Purchase of investments | | (92,743) | (92,743) |
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| Cash arising on acquisition | - |
| 177,607 |
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| Net cash used in investing activities | - | (92,743) | 84,864 |
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| Cash flows from financing activities |
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| Proceeds from the issue of shares | - | - | - |
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| Net cash generated from financing activities | - | - | - |
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| Net increase in cash and cash equivalents | -42,302 | (346,324) | (407,191) |
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| Cash and cash equivalents at beginning of the period | 72,300 | 479,491 | 479,491 |
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| Cash and cash equivalents at end of year | 29,998 | 133,167 | 72,300 |
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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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