0001171843-24-006599 | 6-K | XBRL Viewer

Print Document

CAPITAL MANAGEMENT (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Capital Management
Accounts payables and accrued liabilities	$ 800	$ 2,800
Lease liability - current	28	40
Current assets	2,700	7,700
Shareholders' equity	2,500
Shareholders' equity attributable to owners	$ 1,400	$ 4,000

STOCK OPTION RESERVE (Tables)

6 Months Ended

Sep. 30, 2024

Notes and other explanatory information [abstract]

Schedule of stock options

Schedule of stock options
	Six Months Ended September 30,
	2024		2023
Balance, beginning of period	$	23,841	$	21,204
Share-based compensation expense		285		1,512
Balance, end of period	$	24,126	$	22,716

Schedule of changes in the number of stock options


	Six Months Ended September 30,
	2024			2023
Balance, beginning of period		90,281			98,171
Expired or forfeited		(25,167	)		–
Balance, end of period		65,114			98,171
Exercisable, end of period		43,723			38,461

Schedule of weighted average exercise price and the remaining contractual life


	As of September 30,
	2024		2023
	PBI Amended and Restated 2021 Equity Incentive Plan
Weighted average exercise price	$	205.18		210.60
Weighted average remaining contractual life (in years)		7.39		8.36

LOSS PER SHARE (Tables)

6 Months Ended

Sep. 30, 2024

Profit or loss [abstract]

Schedule of basic and diluted EPS calculations


	Three Months Ended September 30,						Six Months Ended September 30,
	2024			2023			2024			2023
Numerator
Net loss attributable to owners of the Company	$	(1,360	)	$	(5,158	)	$	(3,016	)	$	(11,077	)
Denominator
Weighted average number of shares – Basic and Diluted		1,076			890			1,063			888
Basic and diluted loss per share	$	(1.26	)	$	(5.80	)	$	(2.84	)	$	(12.47	)

Schedule of anti-dilutive effect on loss per share


	As of September 30,
	2024		2023
Warrants		481,581		–
Stock options		65,114		98,171
Restricted stock units		17,315		18,937

STOCK OPTION RESERVE (Details 1) - PBI 2021 Equity Incentive Plan [Member] - shares	6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
IfrsStatementLineItems [Line Items]
Balance, beginning of period	90,281	98,171
Expired or forfeited	(25,167)
Balance, end of period	65,114	98,171
Exercisable, end of period	43,723	38,461

BASIS OF PRESENTATION (Details Narrative)	1 Months Ended	6 Months Ended	12 Months Ended
BASIS OF PRESENTATION (Details Narrative)	Sep. 30, 2021	Sep. 30, 2024	Mar. 31, 2024
IfrsStatementLineItems [Line Items]
Percentage of outstanding shares	17.83%
Saugatuck [Member]
IfrsStatementLineItems [Line Items]
Non-controlling interest		30.00%	30.00%
Country Of British Virgin Islands [Member]
IfrsStatementLineItems [Line Items]
Percentage of ownership subsidiary		70.00%
Country Of Delaware [Member]
IfrsStatementLineItems [Line Items]
Percentage of ownership subsidiary		100.00%
Bottom of range [member]
IfrsStatementLineItems [Line Items]
Percentage of ownership subsidiary	60.49%
Top of range [member]
IfrsStatementLineItems [Line Items]
Percentage of ownership subsidiary	78.32%

CAPITAL MANAGEMENT

6 Months Ended

Sep. 30, 2024

Capital Management

CAPITAL MANAGEMENT

NOTE 15. CAPITAL MANAGEMENT

The Company considers the items included in shareholders’ equity as capital. The Company had accounts payable and accrued liabilities of approximately $0.8 million and lease liability - current of $0.028 million as of September 30, 2024 (accounts payable and accrued liabilities of approximately $2.8 million as of March 31, 2024 and lease liability - current of $0.040 million as of March 31, 2024) and current assets of approximately $2.7 million as of September 30, 2024 (approximately $7.7 million as of March 31, 2024). The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue new business opportunities and to maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets.

Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain shareholders’ equity of at least $2.5 million for continued listing. As of September 30, 2024, shareholders’ equity attributable to the owners of the Company was approximately $1.4 million (approximately $4.0 million as of March 31, 2024). As a result, the Company is not currently in compliance with Nasdaq Listing Rule 5550(b)(1). Accordingly, the Company expects Nasdaq to notify it of such non-compliance. The Company does not anticipate that the notification will have an immediate effect on the listing of the Company’s ordinary shares on the Nasdaq Capital Market. In accordance with the Nasdaq Listing Rules, the Company expects to have 45 calendar days from the date of the notification to submit a plan to regain compliance with Nasdaq Listing Rule 5550(b)(1). If the Company’s compliance plan is accepted, it may be granted up to 180 calendar days from the date of the initial notification to evidence compliance. If the compliance plan is not accepted or the Company is otherwise unable to provide evidence of compliance within Nasdaq’s allotted timeframe, Nasdaq may take steps to delist the Company’s ordinary shares. There can be no assurance that the Company will be able to increase its shareholders’ equity in the future.

The Company is not subject to any externally imposed capital requirements and does not presently utilize any quantitative measures to monitor its capital. There have been no changes to the Company’s approach to capital management during the six months ended September 30, 2024 and 2023.

INCOME TAXES (Details Narrative)	6 Months Ended
INCOME TAXES (Details Narrative)	Sep. 30, 2024	Sep. 30, 2023
Notes and other explanatory information [abstract]
Tax rate effect of tax losses	0.10%	8.66%

WARRANT LIABILITY (Details 3) - Placement Agent Warrants [Member] - $ / shares		6 Months Ended
	Oct. 03, 2023	Sep. 30, 2024
IfrsStatementLineItems [Line Items]
Exercise price	$ 47.60	$ 47.50
Share price	$ 39.40	$ 6.65
Expected life	4 years 11 months 26 days	4 years 3 days
Expected volatility	100.70%	129.26%
Risk free interest rate	4.80%	3.58%
Dividend yield

PREPAID EXPENSES AND OTHER RECEIVABLES

6 Months Ended

Sep. 30, 2024

Prepaid Expenses And Other Receivables

PREPAID EXPENSES AND OTHER RECEIVABLES

NOTE 5. PREPAID EXPENSES AND OTHER RECEIVABLES

At September 30, 2024 and March 31, 2024, prepaid expenses and other receivables were comprised of the following (in thousands):


	September 30, 2024 (Unaudited)		March 31, 2024

Prepaid clinical research costs	$	–	$	1,924
Refund from Parexel		552		–
Prepaid insurance		249		575
Tax deposits		63		64
Other prepaid expenses		26		65
Other receivables		18		39
Security deposit on office lease expiring in May 2025		14		–
Total prepaid expenses and other receivables	$	922	$	2,667

The decrease in prepaid expenses and other receivables from $2.7 million as of March 31, 2024 to $0.9 million as of September 30, 2024 is primarily attributable to periodic amortization of prepaid clinical research costs and insurance premiums and the write-off of $1.1 million of advances to Parexel International (IRL) Limited (“Parexel”), partially offset by a $0.6 million refund receivable from Paraxel as of September 30, 2024. Refer to the “iOx – Parexel Master Services Agreement” section of Note 12, “Commitments and Contingent Liabilities” for further discussion regarding this matter.

PREPAID EXPENSES AND OTHER RECEIVABLES (Details Narrative) - Parexel International Limited [Member] - USD ($) $ in Millions	Sep. 30, 2024	Mar. 31, 2024
IfrsStatementLineItems [Line Items]
Prepaid expenses and other receivables	$ 0.9	$ 2.7
Write-off of advances	1.1
Refund receivables	$ 0.6

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

6 Months Ended

Sep. 30, 2024

Accounts Payable And Accrued Liabilities

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

At September 30, 2024 and March 31, 2024, accounts payable and accrued liabilities were comprised of the following (in thousands):


	September 30, 2024 (Unaudited)		March 31, 2024
Accounts payable and amounts accrued to CRO	$	49	$	1,413
Accrued bonuses and other payroll-related expenses		371		525
Accrued accounting and auditing fees		127		189
Accrued legal fees		54		194
Accrued other professional fees		33		157
Other accounts payable		172		136
Accrued clinical and R&D services		3		179
Other		36		43
Total accounts payable and accrued liabilities	$	845	$	2,836

The decrease in accounts payable and accrued liabilities from $2.8 million as of March 31, 2024 to $0.8 million as of September 30, 2024 is primarily attributable to the write-off of $1.486 million in connection with the settlement with Parexel. Refer to the “iOx – Parexel Master Services Agreement” section of Note 12, “Commitments and Contingent Liabilities” for further discussion regarding this matter.

WARRANT LIABILITY (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Mar. 31, 2023
IfrsStatementLineItems [Line Items]
Warrants liability exercise price
Warrants liability, shares at beginning	323,686	323,686
Warrants liability, fair value at beginning	$ 422	$ 1,564
Change in fair value of warrant liability, shares
Change in fair value of warrant liability, amount	$ 716	$ (1,142)	$ (6,868)
Warrants liability, shares at ending	323,686	323,686	323,686
Warrants liability, fair value at ending	$ 1,138	$ 422	$ 1,564
Class B Warrants [Member]
IfrsStatementLineItems [Line Items]
Fair value of warrants at issuance exercise price			$ 45.20
Fair value of warrants shares			157,895
Fair value of warrants amount			$ 3,537
Class C Warrants [Member]
IfrsStatementLineItems [Line Items]
Fair value of warrants at issuance exercise price			$ 45.20
Fair value of warrants shares			157,895
Fair value of warrants amount			$ 4,663
Placement Agent Warrants [Member]
IfrsStatementLineItems [Line Items]
Fair value of warrants at issuance exercise price			$ 47.50
Fair value of warrants shares			7,896
Fair value of warrants amount			$ 232

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Mar. 31, 2023
Financial assets
Cash and cash equivalents	$ 1,764	$ 5,028	$ 3,445	$ 10,545
Amortized Cost [Member]
Financial assets
Cash and cash equivalents	1,764	5,028
Prepaid expenses and other current assets	922	2,667
Financial liabilities
Accounts payable and accrued liabilities	845	2,836
Warrant liability
Fair Value To Other Comprehensive Income [Member]
Financial assets
Cash and cash equivalents
Prepaid expenses and other current assets
Fair Value Through Profit Or Loss [Member]
Financial assets
Cash and cash equivalents
Prepaid expenses and other current assets
Financial liabilities
Accounts payable and accrued liabilities
Warrant liability	$ 1,138	$ 1,564

WARRANT LIABILITY (Details 2) - Series C Warrants [Member] - $ / shares		6 Months Ended
	Oct. 03, 2023	Sep. 30, 2024
IfrsStatementLineItems [Line Items]
Exercise price	$ 45.20	$ 45.20
Share price	$ 39.40	$ 6.65
Expected life	5 years	4 years 3 days
Expected volatility	100.70%	129.26%
Risk free interest rate	4.80%	3.58%
Dividend yield

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended
	Dec. 31, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2024
Notes and other explanatory information [abstract]
Portage paid intensity					$ 10,000.00
Compensation committee	$ 600,000
Original annual targets percentage	73.50%
Accounts payable and accrued expenses		$ 400,000		$ 400,000		$ 400,000
Incurred Board fees total		$ 0	$ 82,500	$ 7,205	$ 165,000
Annual fees description				Additionally, the chairperson of each of the Audit Committee, Compensation Committee and Nominating Committee of the Board is entitled to annual fees of $15,000, $12,000 and $8,000, respectively, payable quarterly in arrears. Members of those committees are entitled to annual fees of $7,500, $6,000 and $4,000, respectively, payable quarterly in arrears. All non-executive board members waived their right to board fees for the six months ended September 30, 2024, except for the non-executive board members who resigned in late April 2024.

WARRANT LIABILITY

6 Months Ended

Sep. 30, 2024

Warrant Liability

WARRANT LIABILITY

NOTE 6. WARRANT LIABILITY

On August 15, 2024, the Company effected a reverse stock split of its ordinary shares at a ratio of 1-for-20. The number of warrants and exercise price information herein have been retroactively adjusted to reflect the impact of the reverse stock split. See Note 1 “Nature of Operations” and Note 9, “Capital Stock and Reserves” for further discussion on the reverse stock split.

The following table summarizes the changes in the warrant liability during the three and six months ended September 30, 2024:


	Exercise Price		Warrants		Fair Value Balance
						In 000’$
Warrant liability as of April 1, 2023	$	–		–	$	–
Fair value of warrants at issuance on October 3, 2023:
Class B Warrants	$	45.20		157,895		3,537
Class C Warrants	$	45.20		157,895		4,663
Placement Agent Warrants	$	47.50		7,896		232
Change in fair value of warrant liability				–		(6,868	)
Warrant liability as of March 31, 2024		–		323,686		1,564
Change in fair value of warrant liability				–		(1,142	)
Warrant liability as of June 30, 2024				323,686		422
Change in fair value of warrant liability				–		716
Warrant liability as of September 30, 2024		–		323,686	$	1,138

On September 29, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional and accredited investor in connection with a registered direct offering (the “the Registered Direct Offering”) and a concurrent private placement (the “Private Placement”) and together with the Registered Direct Offering, the “Offerings”). The Offerings closed on October 3, 2023.

Pursuant to the Purchase Agreement, in the Registered Direct Offering, the Company sold (i) 98,500 shares of the Company’s ordinary shares at a purchase price of $38.00 per share and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 59,395 ordinary shares, at a purchase price of $37.98 per Pre-Funded Warrant. All Pre-Funded Warrants, which were exercisable for one ordinary share at an exercise price of $0.02 per share, were exercised in full on May 29, 2024.

In the Private Placement, the Company issued to such institutional and accredited investor unregistered warrants to purchase up to 157,895 ordinary shares (the “Series A Warrants”), unregistered warrants to purchase up to 157,895 ordinary shares (the “Series B Warrants”), and unregistered warrants to purchase up to 157,895 ordinary shares (the “Series C Warrants,” together with the Series A Warrants and the Series B Warrants, the “Private Warrants”), together exercisable for an aggregate of up to 473,685 ordinary shares (the “Private Warrant Shares”). Pursuant to the terms of the Purchase Agreement, for each ordinary share and Pre-Funded Warrant issued in the Registered Direct Offering, an accompanying Series A Warrant, Series B Warrant and Series C Warrant were issued to such institutional and accredited investor. Each Series A Warrant is exercisable for one Private Warrant Share at an exercise price of $38.00 per share, is immediately exercisable and will expire 18 months from the date of issuance. Each Series B Warrant is exercisable for one Private Warrant Share at an exercise price of $45.20 per share, is immediately exercisable and will expire three years from the date of issuance. Each Series C Warrant is exercisable for one Private Warrant Share at an exercise price of $45.20 per share, is immediately exercisable and will expire five years from the date of issuance. The net proceeds to the Company from the Offerings were approximately $5.3 million, after deducting placement agent’s fees and estimated offering expenses of approximately $0.7 million.

Pursuant to an engagement letter, dated as of August 26, 2023, between the Company and H.C. Wainwright & Co., LLC (the “Placement Agent”), the Company paid the Placement Agent a total cash fee equal to 6.0% of the aggregate gross proceeds received in the Offerings, or $0.36 million. The Company also paid the Placement Agent in connection with the Offerings a management fee equal to 1.0% of the aggregate gross proceeds raised in the Offerings ($0.06 million), $75,000 for non-accountable expenses and $15,950 for clearing fees. In addition, the Company issued to the Placement Agent, or its designees, warrants to purchase up to 7,896 ordinary shares (the “Placement Agent Warrants,” and together with the Pre-Funded Warrants and the Private Warrants, the “Warrants”), which represented 5.0% of the aggregate number of ordinary shares and Pre-Funded Warrants sold in the Registered Direct Offering. The Placement Agent Warrants have substantially the same terms as the Series B Warrants and the Series C Warrants, except that the Placement Agent Warrants have an exercise price equal to $47.50, or 125% of the offering price per ordinary share sold in the Registered Direct Offering and will be exercisable for five years from the commencement of the sales pursuant to the Offerings. The Private Warrants, Private Warrant Shares, Placement Agent Warrants and ordinary shares underlying the Placement Agent Warrants were registered for resale under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to a registration statement on Form F-1 that was declared effective by the SEC on November 7, 2023 (the “Resale Registration Statement”).

The Series B Warrants, the Series C Warrants and the Placement Agent Warrants include the obligation, in the event of a Fundamental Transaction, as defined in the Series B Warrants, the Series C Warrants and the Placement Agent Warrants, for the Company or the successor entity to purchase the warrants from the holder at the discretion of the holder and at the Black-Scholes value, as defined in the warrant agreements. As a result, management concluded that, in line with IAS 9, “Financial Instruments” and IAS 32, “Financial Instruments: Presentation,” such warrants will be accounted for as financial liabilities on the condensed consolidated interim statement of financial position with the changes in fair value recognized in the condensed consolidated interim statement of operations and other comprehensive income (loss). The Company allocated the net proceeds of $5.3 million for the Registered Direct Offering to the warrant liability and recognized the excess of the fair value of the warrant liabilities at inception of $3.1 million as a loss on the Registered Direct Offering of $2.4 million and offering expenses of $0.7 million. The Company also recorded a loss of $0.7 million and a gain of $0.4 million from the change in the fair value of the warrant liabilities for the three and six months ended September 30, 2024, respectively, resulting in a warrant liability balance of $1.1 million at September 30, 2024.

The Company filed the Resale Registration Statement to register for the resale of the Private Warrant Shares and the ordinary shares issuable upon the exercise of the Placement Agent Warrants, which was declared effective by the SEC on November 7, 2023. Pursuant to the terms of the Purchase Agreement, the Company is obligated to use its commercially reasonable efforts to keep the Resale Registration Statement effective at all times until such institutional and accredited investor (and its successors and assigns) no longer owns any Private Warrants or ordinary shares issuable upon exercise thereof.

On May 29, 2024, Armistice Capital Master Fund Ltd. exercised its Pre-Funded Warrants at an exercise price of $0.02 per share increasing the Company’s total shares outstanding to 1,048,765.

The accounting for the Series A Warrants and the Pre-Funded Warrants is detailed below in Note 9, “Capital Stock and Reserves.”

Series B Warrants

A fair value of $22.40 per each Series B Warrant was identified at the issue date of October 3, 2023. A fair value of $3.05 per each warrant has been identified as of September 30, 2024.

The inputs associated with calculating the fair value are reflected below.

Schedule of fair value
	October 3, 2023	September 30, 2024
Exercise price	$45.20	$45.20
Share price	$39.40	$6.65
Expected life	3.01 years	2.01 years
Expected volatility	90.4%	159.22%
Risk-free interest rate	4.95%	3.66%
Dividend yield	–	–

Series C Warrants

A fair value of $29.60 per each Series C Warrant was identified at the issue date of October 3, 2023. A fair value of $3.91 per each warrant has been identified as of September 30, 2024.

The inputs associated with calculating the fair value are reflected below.

Schedule of fair value
	October 3, 2023	September 30, 2024
Exercise price	$45.20	$45.20
Share price	$39.40	$6.65
Expected life	5.00 years	4.01 years
Expected volatility	100.7%	129.26%
Risk-free interest rate	4.80%	3.58%
Dividend yield	–	–

Placement Agent Warrants

A fair value of $29.40 per each Placement Agent Warrant was identified at the issue date of October 3, 2023. A fair value of $3.86 per each warrant has been identified as of September 30, 2024.

The inputs associated with calculating the fair value are reflected below.

Schedule of fair value
	October 3, 2023	September 30, 2024
Exercise price	$47.60	$47.50
Share price	$39.40	$6.65
Expected life	4.99 years	4.01 years
Expected volatility	100.7%	129.26%
Risk-free interest rate	4.80%	3.58%
Dividend yield	–	–

PREPAID EXPENSES AND OTHER RECEIVABLES (Tables)

6 Months Ended

Sep. 30, 2024

Prepaid Expenses And Other Receivables

Schedule of prepaid expenses and other receivables


	September 30, 2024 (Unaudited)		March 31, 2024

Prepaid clinical research costs	$	–	$	1,924
Refund from Parexel		552		–
Prepaid insurance		249		575
Tax deposits		63		64
Other prepaid expenses		26		65
Other receivables		18		39
Security deposit on office lease expiring in May 2025		14		–
Total prepaid expenses and other receivables	$	922	$	2,667

STOCK OPTION RESERVE (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jan. 31, 2024
IfrsStatementLineItems [Line Items]
Description of share expire			RSUs expire in January 2031 and 5,165 expire in January 2032.
Share based compensation expense	$ 141	$ 743	$ 285	$ 1,512
Restricted share units [member]
IfrsStatementLineItems [Line Items]
Shares issued	882		882		308
Number of shares exercise	1,152		1,152		470
Shares repurchased into treasury employee payroll taxes	270		270		162
Number of shares granted			17,315
Number of shares outstanding	12,150		12,150
PBI 2021 Equity Incentive Plan [Member]
IfrsStatementLineItems [Line Items]
Shares reserved for awards granted	82,429		82,429
Shares available for future awards	59,997		59,997

Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Issued capital [member]	Stock Option Reserve [Member]	Accumulated Other Comprehensive Loss [Member]	Retained earnings [member]	Equity attributable to owners of parent [member]	Non-controlling interests [member]	Total
Balance, April 1, 2023 (Pre-Split) at Mar. 31, 2023
Beginning balance, shares at Mar. 31, 2023	17,606
IfrsStatementLineItems [Line Items]
Balance, April 1, 2023 (After 1-for-20 reverse stock split)	$ 218,782	21,204	(4,325)	(159,616)	76,045	(650)	$ 75,395
After 1-for-20 reverse stock split, shares	880
Share-based compensation expense		1,512			1,512		1,512
Shares issued under ATM	$ 682				682		682
Shares issued under ATM, shares	9
Share issuance costs	$ (20)				(20)		(20)
Shares issued or accrued for services	$ 50				50		50
Shares issued or accrued for services, shares	1
Net unrealized gain on investments			469		469		469
Net loss for period				(11,077)	(11,077)	(14)	(11,091)
Ending balance, value at Sep. 30, 2023	$ 219,494	22,716	(3,856)	(170,693)	67,661	(664)	66,997
Ending balance, shares at Sep. 30, 2023	890
Balance, April 1, 2023 (Pre-Split) at Mar. 31, 2024
Beginning balance, shares at Mar. 31, 2024	19,784
IfrsStatementLineItems [Line Items]
Balance, April 1, 2023 (After 1-for-20 reverse stock split)	$ 219,499	23,841		(239,318)	4,022	(693)	3,329
After 1-for-20 reverse stock split, shares	989
Share-based compensation expense		285			285		285
Pre-Funded warrants exercised	$ 1				1		1
Pre-Funded warrants exercised, shares	60
Additional round up shares issued for fractional shares in connection with 1-for-20 reverse stock split
Additional round up shares issued for fractional shares in connection with 1-for-20 reverse stock split, shares	52
Shares issued for accrued bonuses	$ 100				100		100
Shares issued for accrued bonuses, shares	14
Shares issued for restricted stock units, net	$ 6				6		6
Shares issued for restricted stock units, net, shares	1
Net loss for period				(3,016)	(3,016)	(10)	(3,026)
Ending balance, value at Sep. 30, 2024	$ 219,606	$ 24,126		$ (242,334)	$ 1,398	$ (703)	$ 695
Ending balance, shares at Sep. 30, 2024	1,116

SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Sep. 30, 2024

Significant Accounting Policies

SIGNIFICANT ACCOUNTING POLICIES

NOTE 4. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies are set out in Note 4 to the Company’s audited consolidated financial statements for Fiscal 2024. These policies have been applied consistently to all periods presented in these condensed consolidated interim financial statements.

Recent Accounting Pronouncements

IFRS Pronouncements Issued

Impact of Adoption of Significant New IFRS Standards in Fiscal 2025

(a)

Amendments to IAS 1: Non-current Liabilities with Covenants

The amendments to IAS 1, “Presentation of Financial Statements,” clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. The amendments also aim to improve information an entity provides related to liabilities subject to these conditions.

The amendments to IFRS 16 and IAS 1 were effective for annual periods beginning on or after January 1, 2024. The adoption of these amendments did not have a material effect on the Company’s annual consolidated financial statements or the condensed consolidated interim financial statements for the three and six months ended September 30, 2024.

(b)

Amendments to IAS 7 and IFRS 7: Supplier Finance

The amendments to IAS 7 and IFRS 7, “Statement of Cash Flows,” require disclosures to enhance the transparency of supplier finance arrangements and their effects on an entity’s liabilities, cash flows and exposure to liquidity risk. The amendments to IAS 7 and IFRS 7 were effective for annual periods beginning on or after January 1, 2024 (with transitional reliefs in the first year). The adoption of these amendments did not have a material effect on the Company’s annual consolidated financial statements or the condensed consolidated interim financial statements for the three and six months ended September 30, 2024.

New Accounting Standards, Interpretations and Amendments

Standards issued but not yet effective up to the date of issuance of the Company’s condensed consolidated interim financial statements is listed below. This is of standards and interpretations issued, which the Company reasonably expects to be applicable at a future date. The Company intends to adopt this standard when it becomes effective.

Amendments to IAS 21 – Lack of Exchangeability

An entity is impacted by the amendments to IAS 21, “The Effects of Changes in Foreign Exchange Rates,” when it has a transaction or an operation in a foreign currency that is not exchangeable into another currency at a measurement date for a specified purpose. A currency is exchangeable when there is an ability to obtain the other currency (with a normal administrative delay), and the transaction would take place through a market or exchange mechanism that creates enforceable rights and obligations. The amendments to IAS 21 are effective for annual periods beginning on or after January 1, 2025, unless earlier adopted. The Company is evaluating whether the adoption of the amendments to IAS 21 would have a material effect on the Company’s annual consolidated financial statements or its condensed consolidated interim financial statements.

Cover	6 Months Ended
Cover	Sep. 30, 2024
Cover [Abstract]
Document Type	6-K
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--03-31
Entity File Number	001-40086
Entity Registrant Name	Portage Biotech Inc.
Entity Central Index Key	0001095435
Entity Address, Address Line One	Clarence Thomas Building
Entity Address, Address Line Two	P.O. Box 4649
Entity Address, Address Line Three	Road Town
Entity Address, City or Town	Tortola
Entity Address, Country	VG
Entity Address, Postal Zip Code	VG1110

COMMITMENTS AND CONTINGENT LIABILITIES

6 Months Ended

Sep. 30, 2024

Notes and other explanatory information [abstract]

COMMITMENTS AND CONTINGENT LIABILITIES

NOTE 12. COMMITMENTS AND CONTINGENT LIABILITIES

iOx – Parexel Master Services Agreement

Effective March 15, 2022, iOx entered into a Master Services Agreement (the “MSA”) with Parexel under which Parexel agreed to act as a clinical service provider (“CRO”) pursuant to a work order (“Work Order”) effective June 1, 2022. Under such Work Order, Parexel planned to operate a Phase 2 trial of IMM60 and pembrolizumab in advanced melanoma and non-small lung cancer. The MSA provided for a five-year term, and the Work Order provided for a term to end upon the completion of the services required. The budget provided for service fees and pass-through expenses and clinical sites totaling $11.5 million. During the year ended March 31, 2023 (“Fiscal 2023”), the Company executed two change orders resulting in a $0.6 million increase in the overall estimated budgeted costs. As a result of the Company’s decision to discontinue the development with respect to this program, on December 20, 2023, the Company provided Parexel notice of termination of the contract, with a planned termination date of April 18, 2024.

As the ongoing CRO services were wound down, the Company noticed that expenses incurred under the CRO agreement were higher than originally budgeted. Parexel agreed to refund the Company $0.552 million and release the liability for amounts invoiced and unbilled services totaling $1.486 million, and the Company forfeited advanced payments of $1.091 million. As a result, the Company recognized a net gain of $0.946 million as of September 30, 2024. As of March 31, 2024, the Company reflected $1.414 million of payables to Parexel in accounts payable and accrued liabilities and $1.277 million in prepaid expenses and other receivables in the consolidated statement of financial position. The Company received the refund from Parexel on October 3, 2024.

Tarus – Fortrea Clinical Service Agreement

On March 1, 2023, Tarus entered into a clinical service agreement with Fortrea Inc. (formerly Labcorp Drug Development Inc.), a third-party CRO. The term of the agreement is through the earlier of August 14, 2025 or the completion of provision of services and the payment of contractual obligations. The budgeted costs for the services to be provided is approximately $12.1 million. Because of the Company’s decision to discontinue and pause further accrual of all clinical studies, the Company is negotiating a revision to the services required under the change in circumstances.

NATURE OF OPERATIONS

6 Months Ended

Sep. 30, 2024

Nature Of Operations

NATURE OF OPERATIONS

NOTE 1. NATURE OF OPERATIONS

Portage Biotech Inc. (the “Company” or “Portage”) is incorporated in the British Virgin Islands (“BVI”) with its registered office located at Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, BVI. Its USA agent, Portage Development Services Inc. (“PDS”), is located at 59 Wilton Road, Westport, CT, 06880, USA.

The Company is a foreign private issuer under the Securities and Exchange Commission (the “SEC”) rules. It is also a reporting issuer under the securities legislation of the provinces of Ontario and British Columbia. Its ordinary shares were listed on the Canadian Securities Exchange (“CSE”) under the symbol “PBT.U”. On February 25, 2021, the ordinary shares of the Company began trading on the Nasdaq Capital Market (“Nasdaq”) under the symbol “PRTG”. As the principal market for the Company’s ordinary shares is Nasdaq, the Company voluntarily delisted from the CSE on April 23, 2021.

Portage is a clinical-stage immuno-oncology company advancing treatments the Company believes will be first-in class therapies that target known checkpoint resistance pathways to improve long-term treatment response and quality of life in patients with invasive cancers. Portage’s access to next-generation technologies coupled with a deep understanding of biological mechanisms enables the identification of clinical therapies and product development strategies that accelerate these medicines through the translational pipeline. After a review of the Company’s future funding needs for clinical development of its programs as well as the current capital raising market for biotechnology companies, the Company made the decision to discontinue the Company sponsored trial for the invariant natural killer T-cell (“iNKT”) program and pause further patient accrual to the Company sponsored adenosine trial for both PORT-6 and PORT-7. The Company is exploring strategic alternatives, which may include finding a partner for one or more of its assets, a sale of the company, a merger, restructurings, both in and out of court, a company wind down, further financing efforts or other strategic action.

Reverse Stock Split

The Company’s Board of Directors (the “Board”) approved a reverse stock split of its ordinary shares at a ratio of 1-for-20. Beginning with the opening of trading on August 15, 2024, the Company’s ordinary shares began trading on Nasdaq on a split-adjusted basis under the existing trading symbol “PRTG”.

The reverse stock split was implemented to increase the per share trading price of the Company’s ordinary shares for the purpose of ensuring a share price high enough to comply with the minimum $1.00 bid price requirement for continued listing on Nasdaq. The Company received notice from Nasdaq on August 30, 2024 informing the Company that it had regained compliance with the minimum $1.00 bid price requirement for continued listing on Nasdaq.

As a result of the reverse stock split, every twenty (20) pre-split ordinary shares were converted into one (1) post-split ordinary share. Any fractional shares resulting from the reverse stock split were rounded up to the nearest whole post-split ordinary share. The reverse stock split affected all shareholders uniformly and did not alter any shareholder’s percentage interest in the Company’s ordinary shares, except for adjustments that may result from the treatment of fractional shares. All outstanding options and warrants entitling their holders to purchase the Company’s ordinary shares were adjusted as a result of the reverse stock split, in accordance with the terms of each such security. In addition, the number of ordinary shares reserved for future issuance pursuant to the Company’s equity incentive plans were also appropriately adjusted. The number of authorized ordinary shares was not proportionately reduced because the Company has an unlimited number of authorized ordinary shares available for issuance, as permitted under the laws of the British Virgin Islands.

All share and per share information included in the condensed consolidated interim financial statements have been retroactively adjusted to reflect the impact of the reverse stock split as if the stock split occurred at the beginning of the periods presented. The shares of ordinary shares authorized remained at an unlimited number of ordinary shares without par value.

SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Sep. 30, 2024

Significant Accounting Policies

Recent Accounting Pronouncements

Recent Accounting Pronouncements

IFRS Pronouncements Issued

Impact of Adoption of Significant New IFRS Standards in Fiscal 2025

(a)

Amendments to IAS 1: Non-current Liabilities with Covenants

(b)

Amendments to IAS 7 and IFRS 7: Supplier Finance

New Accounting Standards, Interpretations and Amendments

Amendments to IAS 21 – Lack of Exchangeability

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Tables)

6 Months Ended

Sep. 30, 2024

Financial Instruments And Risk Management

Schedule of financial instruments

Schedule of financial instruments
	September 30, 2024 (Unaudited)						March 31, 2024
	Amortized Cost		FVTOCI		FVTPL		Amortized Cost		FVTOCI		FVTPL
Financial assets
Cash and cash equivalents	$	1,764	$	–	$	–	$	5,028	$	–	$	–
Prepaid expenses and other current assets	$	922	$	–	$	–	$	2,667	$	–	$	–


	September 30, 2024 (Unaudited)				March 31, 2024
	Amortized Cost		FVTPL		Amortized Cost		FVTPL
Financial liabilities
Accounts payable and accrued liabilities	$	845	$	–	$	2,836	$	–
Warrant liability	$	–	$	1,138	$	–	$	1,564

GOING CONCERN

6 Months Ended

Sep. 30, 2024

Notes and other explanatory information [abstract]

GOING CONCERN

NOTE 2. GOING CONCERN

As of September 30, 2024, the Company had cash and cash equivalents of approximately $1.8 million and total current liabilities of approximately $0.9 million. For the six months ended September 30, 2024, the Company is reporting a net loss of approximately $3.0 million, and cash used in operating activities of approximately $3.3 million. As of November 25, 2024, the Company had approximately $1.7 million of cash and cash equivalents on hand.

The Company’s cash and cash equivalents balance is decreasing, and the Company did not generate positive cash flows from operations for the six months ended September 30, 2024 and fiscal year ended March 31, 2024 (“Fiscal 2024”).

In late Fiscal 2024, because of continued liquidity constraints, the Company made the decision to discontinue further clinical development of its iNKT sponsored trial and pause further patient accrual to its sponsored adenosine program for both PORT-6 and PORT-7. The Company is exploring strategic alternatives, which may include finding a partner for one or more of its assets, a sale of our company, a merger, restructurings, both in and out of court, company wind down, further financing efforts or other strategic action. These factors raise significant doubt about the Company’s ability to continue as a going concern within one year after the date of the condensed consolidated interim statement of financial position.

The Company has incurred significant operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. The losses result primarily from its conduct of research and development activities. As previously discussed, the Company has discontinued its iNKT sponsored trial and paused further patient accrual to the Company sponsored adenosine program in order to preserve cash resources. Additionally, during the fourth quarter of Fiscal 2024, the Company sold its shares in Intensity on Nasdaq.

The Company historically has funded its operations principally from proceeds from issuances of equity and debt securities. The Company will require significant additional capital to make the investments it needs to execute its longer-term business plan, beyond the potential proceeds that could be reasonably generated from its “at-the-market” (“ATM”) program and Committed Purchase Agreement (as defined below) with Lincoln Park Capital Fund, LLC (“Lincoln”) given the Company’s current trading volume on Nasdaq. The Company’s ability to successfully raise sufficient funds through the sale of debt or equity securities when needed is subject to many risks and uncertainties and, future equity issuances would result in dilution to existing shareholders and any future debt securities may contain covenants that limit the Company's operations or ability to enter into certain transactions. See Note 9, “Capital Stock and Reserves,” for a further discussion.

There can be no assurance that the Company’s evaluation of strategic alternatives will result in any agreements or transactions, or that, if completed, any agreements or transactions will be successful or on attractive terms. Any potential transaction would be dependent on a number of factors that may be beyond the Company’s control, including, among other things, market conditions, industry trends, the interest of third parties in a potential transaction with the Company and the availability of financing to the Company or third parties in a potential transaction with the Company on reasonable terms. The process of reviewing strategic alternatives may require the Company to incur additional costs and expenses. It could negatively impact the Company’s ability to attract, retain and motivate key employees, and expose the Company to potential litigation in connection with this process or any resulting transaction. If the Company is unable to effectively manage the process, the Company’s financial condition and results of operations could be adversely affected. In addition, any strategic alternative that may be pursued and completed ultimately may not deliver the anticipated benefits or enhance shareholder value. There can be no guarantee that the process of evaluating strategic alternatives will result in the Company entering into or completing a potential transaction within the anticipated timing or at all. There is no set timetable for this evaluation and the Company does not intend to disclose developments with respect to this evaluation unless and until the Company determines that further disclosure is appropriate or legally required. As of November 25, 2024, the Company had approximately $1.7 million of cash and cash equivalents on hand, which the Company expects is only sufficient to cover its operating needs through January 2025. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the condensed consolidated interim statement of financial position. There were no adjustments made to reflect the effect of this doubt.

NON-CONTROLLING INTEREST

6 Months Ended

Sep. 30, 2024

Notes and other explanatory information [abstract]

NON-CONTROLLING INTEREST

NOTE 16. NON-CONTROLLING INTEREST

The details of non-controlling interest for the six months ended September 30, 2024 and 2023 are as follows (in thousands):

Schedule of non-controlling interest
		Saugatuck and subsidiary
Non-controlling interest as of April 1, 2024	$	(693	)
Net loss attributable to non-controlling interest		(10	)
Non-controlling interest as of September 30, 2024	$	(703	)

		Saugatuck and subsidiary
Non-controlling interest as of April 1, 2023	$	(650	)
Net loss attributable to non-controlling interest		(14	)
Non-controlling interest as of September 30, 2023	$	(664	)

Saugatuck and subsidiary includes Saugatuck and its wholly-owned subsidiary, Saugatuck Rx LLC.

STOCK OPTION RESERVE

6 Months Ended

Sep. 30, 2024

Notes and other explanatory information [abstract]

STOCK OPTION RESERVE

NOTE 10. STOCK OPTION RESERVE

Amended and Restated 2021 Equity Incentive Plan and Grants of Stock Options and Restricted Stock Units

The following table provides the activity for the Company’s stock option reserve for the six months ended September 30, 2024 and 2023 (in thousands):

Schedule of stock options
	Six Months Ended September 30,
	2024		2023
Balance, beginning of period	$	23,841	$	21,204
Share-based compensation expense		285		1,512
Balance, end of period	$	24,126	$	22,716

On August 15, 2024, the Company effected a reverse stock split of its ordinary shares at a ratio of 1-for-20. All share and per share information have been retroactively adjusted to reflect the impact of the reverse stock split unless otherwise noted. See Note 1 “Nature of Operations” and Note 9, “Capital Stock and Reserves” for further discussion on the reverse stock split.

As of September 30, 2024, 82,429 shares were reserved for awards previously granted and 59,997 shares were available for future awards under the Amended and Restated 2021 Equity Incentive Plan.

The changes in the number of stock options issued and outstanding for the six months ended September 30, 2024 and 2023 were as follows:


	Six Months Ended September 30,
	2024			2023
Balance, beginning of period		90,281			98,171
Expired or forfeited		(25,167	)		–
Balance, end of period		65,114			98,171
Exercisable, end of period		43,723			38,461

The table above does not include fully vested restricted stock units (“RSUs”) granted to certain executives in January 2021 and January 2022. In January 2024, the company issued 308 shares for the exercise of 470 RSUs net of 162 shares repurchased into treasury to pay for an employee’s payroll taxes. In September 2024, the company issued 882 shares for the exercise of 1,152 RSUs net of 270 shares repurchased into treasury to pay for an employee’s payroll taxes. As September 30, 2024, there were 17,315 RSUs granted and outstanding of which 12,150 RSUs expire in January 2031 and 5,165 expire in January 2032.

The following is the weighted average exercise price and the remaining contractual life for outstanding options as of September 30, 2024 and 2023:


	As of September 30,
	2024		2023
	PBI Amended and Restated 2021 Equity Incentive Plan
Weighted average exercise price	$	205.18		210.60
Weighted average remaining contractual life (in years)		7.39		8.36

The vested options can be exercised at any time in accordance with the applicable option agreement. The exercise price was greater than the market price for all options outstanding as of September 30, 2024 and March 31, 2024.

The Company recorded approximately $0.141 million and $0.743 million of share-based compensation expense with respect to the Amended and Restated 2021 Equity Incentive Plan in the three months ended September 30, 2024 and 2023, respectively. The Company recorded approximately $0.285 million and $1.512 million of share-based compensation expense with respect to the Amended and Restated 2021 Equity Incentive Plan in the six months ended September 30, 2024 and 2023, respectively.

NON-CONTROLLING INTEREST (Tables)

6 Months Ended

Sep. 30, 2024

Notes and other explanatory information [abstract]

Schedule of non-controlling interest

Schedule of non-controlling interest
		Saugatuck and subsidiary
Non-controlling interest as of April 1, 2024	$	(693	)
Net loss attributable to non-controlling interest		(10	)
Non-controlling interest as of September 30, 2024	$	(703	)

		Saugatuck and subsidiary
Non-controlling interest as of April 1, 2023	$	(650	)
Net loss attributable to non-controlling interest		(14	)
Non-controlling interest as of September 30, 2023	$	(664	)

STOCK OPTION RESERVE (Details 2) - $ / shares	6 Months Ended
STOCK OPTION RESERVE (Details 2) - $ / shares	Sep. 30, 2024	Sep. 30, 2023
IfrsStatementLineItems [Line Items]
Weighted average remaining contractual life (in years)	1 year 6 months
PBI 2021 Equity Incentive Plan [Member]
IfrsStatementLineItems [Line Items]
Weighted average exercise price	$ 205.18	$ 210.60
Weighted average remaining contractual life (in years)	7 years 4 months 20 days	8 years 4 months 9 days

Condensed Consolidated Interim Statements of Operations and Other Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Expenses
Research and development	$ 723	$ 4,237	$ 2,028	$ 7,865
General and administrative expenses	881	1,693	2,415	3,062
Loss from operations	(1,604)	(5,930)	(4,443)	(10,927)
Change in fair value of warrant liability	(716)		426
Change in fair value of deferred purchase price payable – Tarus and deferred obligation – iOx milestone		(113)		(1,224)
Gain on settlement with Parexel – iOx CRO	946		946
Share of loss in associate accounted for using equity method		(40)		(90)
Depreciation expense	(7)	(15)	(15)	(26)
Foreign exchange transaction (loss) gain	(5)	(17)	(7)	1
Interest income, net	24	43	69	123
Loss before benefit for income taxes	(1,362)	(6,072)	(3,024)	(12,143)
Income tax benefit (expense)		907	(2)	1,052
Net loss	(1,362)	(5,165)	(3,026)	(11,091)
Other comprehensive income (loss)
Net unrealized (loss) gain on investments		(1,300)		469
Total comprehensive loss for period	(1,362)	(6,465)	(3,026)	(10,622)
Net loss attributable to:
Owners of the Company	(1,360)	(5,158)	(3,016)	(11,077)
Non-controlling interest	(2)	(7)	(10)	(14)
Net loss	(1,362)	(5,165)	(3,026)	(11,091)
Comprehensive loss attributable to:
Owners of the Company	(1,360)	(6,458)	(3,016)	(10,608)
Non-controlling interest	(2)	(7)	(10)	(14)
Total comprehensive loss for period	$ (1,362)	$ (6,465)	$ (3,026)	$ (10,622)
Loss per share
Loss per share, basic	$ (1.26)	$ (5.80)	$ (2.84)	$ (12.47)
Loss per share, diluted	$ (1.26)	$ (5.80)	$ (2.84)	$ (12.47)
Weighted average shares outstanding
Weighted average shares outstanding, basic	1,076	890	1,063	888
Weighted average shares outstanding, diluted	1,076	890	1,063	888

Condensed Consolidated Interim Statements of Financial Position (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Current assets
Cash and cash equivalents	$ 1,764	$ 5,028
Prepaid expenses and other current assets	922	2,667
Total current assets	2,686	7,695
Non-current assets
Right to use asset	20	35
Other assets		49
Total non-current assets	20	84
Total assets	2,706	7,779
Current liabilities
Accounts payable and accrued liabilities	845	2,836
Lease liability - current, including interest	28	40
Other current liabilities		3
Total current liabilities	873	2,879
Non-current liabilities
Lease liability - non-current		7
Warrant liability	1,138	1,564
Total non-current liabilities	1,138	1,571
Total liabilities	2,011	4,450
Shareholders’ Equity
Capital stock	219,606	219,499
Stock option reserve	24,126	23,841
Accumulated deficit	(242,334)	(239,318)
Total equity attributable to owners of the Company	1,398	4,022
Non-controlling interest	(703)	(693)
Total equity	695	3,329
Total liabilities and equity	2,706	$ 7,779
Commitments and Contingent Liabilities (Note 12)

RELATED PARTY TRANSACTIONS

6 Months Ended

Sep. 30, 2024

Notes and other explanatory information [abstract]

RELATED PARTY TRANSACTIONS

NOTE 13. RELATED PARTY TRANSACTIONS

SalvaRx Acquisition

Two of the Company’s directors are also directors of SalvaRx Group plc, a company which owns approximately 4.1% of the Company’s issued and outstanding ordinary shares as of September 30, 2024.

Investments

The Company has entered into related party transactions and certain services agreements with its investees. Key management personnel of the Company have also entered into related party transactions with investees. Key management personnel are those people who have the authority and responsibility for planning, directing and controlling the activities of the Company, including directors and senior management of the Company.

The following subsidiaries and associates are considered related parties:

(a)

Stimunity. The Chief Executive Officer (“CEO”) of Portage is one of three members of the board of directors of Stimunity. The Company wrote-off its investment in Stimunity to nil in the Fiscal 2024 period.

(b)

iOx. Upon execution of the iOx Share Exchange on July 18, 2022, the non-Portage director resigned from the iOx board leaving two Portage insiders as directors. The CEO of Portage is also the CEO of iOx, and the management team of Portage comprises the management team of iOx.

(c)

Saugatuck. The Chairman and CEO of the Company is the sole director of Saugatuck. Saugatuck is 70% owned by the Company and is controlled by Portage.

(d)

Intensity. The CEO of Portage previously served as a part-time officer of Intensity until becoming a consultant in 2023. Additionally, Intensity provided services (primarily rent) to Portage through April 2023. For the six months ended September 30, 2023, the Company paid $0.01 million. No such services were provided subsequent to April 2023.

(e)

Portage Development Services Inc. PDS provides human resources and other services to each operating subsidiary of Portage through shared services agreements.

Transactions between the parent company and its subsidiaries, which are related parties, have been eliminated in consolidation and are not disclosed in this note.

Board Resignations and Appointments

On April 25, 2024, Mark Simon resigned all of his positions on the Board of Directors, and on April 26, 2024, Linda Kozick and Dr. Robert Glassman resigned all of their positions on the Board of Directors. On April 30, 2024, Dr. Jean -Christophe Renondin and Dr. Justin Stebbing were elected to the Board.

Bonuses & Board Compensation Arrangements

In December 2022, the Board approved executive performance bonuses, as recommended by the Compensation Committee, totaling $0.6 million, which is equivalent to 73.5% of original annual targets established by the Board in December 2021. The bonuses were approved based upon the original performance targets established. The Board further approved a payment structure of 25% of approved bonuses, which were paid in January 2023, with the balance of amounts due payable upon a new financing. The accrued, unpaid amount of approximately $0.4 million is included in accounts payable and accrued liabilities in the condensed consolidated interim statements of financial position as of each of September 30, 2024 and March 31, 2024. No executive performance bonus has been approved by the Compensation Committee or the Board for Fiscal Year 2024.

Effective January 1, 2022, each non-employee Board member is entitled to receive cash Board fees of $40,000 per annum, payable quarterly in arrears. Additionally, each non-employee Board member is entitled to an annual grant of 345 options to purchase Portage ordinary shares, which would vest the first annual anniversary of the grant date. The Company incurred Board fees totaling nil 0 and $82,500 during the three months ended September 30, 2024 and 2023, respectively, and $7,205 and $165,000 during the six months ended September 30, 2024 and 2023, respectively.

Non-employee Board chairpersons are entitled to an annual cash fee of $30,000, payable quarterly in arrears. In lieu of a non-executive chairperson, the lead director is entitled to an annual cash fee of $20,000 per annum paid quarterly in arrears. Additionally, the chairperson of each of the Audit Committee, Compensation Committee and Nominating Committee of the Board is entitled to annual fees of $15,000, $12,000 and $8,000, respectively, payable quarterly in arrears. Members of those committees are entitled to annual fees of $7,500, $6,000 and $4,000, respectively, payable quarterly in arrears. All non-executive board members waived their right to board fees for the six months ended September 30, 2024, except for the non-executive board members who resigned in late April 2024.

Retention Agreements and General Releases

On July 22, 2024, the Company and Portage Development Services, Inc. entered into a Retention Agreement and General Release (“Retention Agreement”) with each of Allan Shaw (“Employee”) and Joseph Ciavarella (“Consultant”). Under the terms of each of the Retention Agreements, Employee’s current employment agreement and Consultant’s current consulting agreement both terminated on July 22, 2024, except with respect to certain provisions. In return for continuing to provide services to the Company and its affiliates and completing certain Applicable Retention Events, as defined in the respective Retention Agreements, the Company paid an aggregate $0.2 million (the “Retention Amount”) to Employee and Consultant, in addition to their monthly pay through September 30, 2024.

The Company accrued the Retention Amount, as well as the monthly pay totaling $0.2 million through September 30, 2024, in the condensed consolidated interim financial statements for the three months ended June 30, 2024, as the material terms of the Retention Agreements were known and agreed upon at June 30, 2024. In accordance with the terms of the Retention Agreements, the Company paid in full the Retention Amount and issued 14,348 ordinary shares to the Employee and Consultant in lieu of cash bonuses accrued in Fiscal 2023 totaling $0.1 million by September 30, 2024, the date on which the Employee’s employment and the Consultant’s consulting relationship with the Company and its affiliates ended.

LOSS PER SHARE (Details 1) - shares	Sep. 30, 2024	Sep. 30, 2023
Warrants [member]
IfrsStatementLineItems [Line Items]
Anti-dilutive effect on loss per share	481,581
Stock Options [Member]
IfrsStatementLineItems [Line Items]
Anti-dilutive effect on loss per share	65,114	98,171
Restricted Stock Units [Member]
IfrsStatementLineItems [Line Items]
Anti-dilutive effect on loss per share	17,315	18,937

CAPITAL STOCK AND RESERVES (Tables)

6 Months Ended

Sep. 30, 2024

Capital Stock And Reserves

Schedule of fair value

Schedule of fair value
		October 3, 2023
Exercise price		$38.00
Share price		$39.40
Expected life		1.50 years
Expected volatility		96.0%
Risk-free interest rate		5.32%
Dividend yield		–

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Accounts Payable And Accrued Liabilities
Accounts payable and amounts accrued to CRO	$ 49	$ 1,413
Accrued bonuses and other payroll-related expenses	371	525
Accrued accounting and auditing fees	127	189
Accrued legal fees	54	194
Accrued other professional fees	33	157
Other accounts payable	172	136
Accrued clinical and R&D services	3	179
Other	36	43
Total accounts payable and accrued liabilities	$ 845	$ 2,836

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)

6 Months Ended

Sep. 30, 2024

Accounts Payable And Accrued Liabilities

Schedule of accounts payable and accrued liabilities


	September 30, 2024 (Unaudited)		March 31, 2024
Accounts payable and amounts accrued to CRO	$	49	$	1,413
Accrued bonuses and other payroll-related expenses		371		525
Accrued accounting and auditing fees		127		189
Accrued legal fees		54		194
Accrued other professional fees		33		157
Other accounts payable		172		136
Accrued clinical and R&D services		3		179
Other		36		43
Total accounts payable and accrued liabilities	$	845	$	2,836

COMMITMENTS AND CONTINGENT LIABILITIES (Details Narrative) - USD ($) $ in Thousands	Mar. 02, 2023	Sep. 30, 2024	Mar. 31, 2024
Notes and other explanatory information [abstract]
Release liability amount		$ 552
Unbilled services		1,486
Forfeited advanced payments		1,091
Gain on liability		$ 946
Payables to parexel in accounts payable and accrued liabilities			$ 1,414
Prepaid expenses and other receivables			$ 1,277
Budgeted costs	$ 12,100

NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands	6 Months Ended
NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
IfrsStatementLineItems [Line Items]
Non-controlling interest, at beginning	$ (693)
Non-controlling interest, at ending	(703)
Saugatuck [Member]
IfrsStatementLineItems [Line Items]
Non-controlling interest, at beginning	(693)	$ (650)
Net loss attributable to non-controlling interest	(10)	(14)
Non-controlling interest, at ending	$ (703)	$ (664)

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

6 Months Ended

Sep. 30, 2024

Financial Instruments And Risk Management

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

NOTE 14. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company’s financial instruments recognized in the Company’s condensed consolidated interim statements of financial position consist of the following:

Fair value estimates are made at a specific point in time, based on relevant market information and information about financial instruments. These estimates are subject to and involve uncertainties and matters of significant judgment; and therefore, these estimates cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

The following table summarizes the Company’s financial instruments as of September 30, 2024 and March 31, 2024 (in thousands):

Schedule of financial instruments
	September 30, 2024 (Unaudited)						March 31, 2024
	Amortized Cost		FVTOCI		FVTPL		Amortized Cost		FVTOCI		FVTPL
Financial assets
Cash and cash equivalents	$	1,764	$	–	$	–	$	5,028	$	–	$	–
Prepaid expenses and other current assets	$	922	$	–	$	–	$	2,667	$	–	$	–


	September 30, 2024 (Unaudited)				March 31, 2024
	Amortized Cost		FVTPL		Amortized Cost		FVTPL
Financial liabilities
Accounts payable and accrued liabilities	$	845	$	–	$	2,836	$	–
Warrant liability	$	–	$	1,138	$	–	$	1,564

A summary of the Company’s risk exposures as it relates to financial instruments are reflected below.

Fair value of Financial Instruments

The Company’s financial assets and liabilities are comprised of cash and cash equivalents, receivables and investments in equities and public entities, accounts payable and accrued liabilities, lease liability, and warrant liability.

The Company classifies the fair value of these transactions according to the following fair value hierarchy based on the amount of observable inputs used to value the instrument:

Level 1 – Values are based on unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2 – Values are based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace. Prices in Level 2 are either directly or indirectly observable as of the reporting date.

Level 3 – Values are based on prices or valuation techniques that are not based on observable market data. Investments are classified as Level 3 financial instrument.

Assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy.

Management has assessed that the fair values of cash and cash equivalents, other receivables and accounts payable approximate their carrying amounts largely due to the short-term maturities of these instruments.

The following methods and assumptions were used to estimate their fair values:

Warrant Liability: The fair value is estimated using a Black-Scholes model and in certain cases, a Monte Carlo simulation (Level 3) (see Note 6, “Warrant Liability”).

Credit Risk, Liquidity Risk and Foreign Currency Risk

Our financial instruments are exposed to certain financial risks: Credit Risk, Liquidity Risk and Foreign Currency Risk.

Credit Risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The credit risk is attributable to various financial instruments, as noted below. The credit risk is limited to the carrying value as reflected in the Company’s condensed consolidated interim statements of financial position.

Cash and cash equivalents: Cash and cash equivalents comprise cash on hand and amounts invested in underlying treasury and money market funds that are readily convertible to a known amount of cash with three months or less from date of acquisition and are subject to an insignificant risk of change in value. As of September 30, 2024 and March 31, 2024, cash equivalents was comprised of a money market account with maturities less than 90 days from the date of purchase. Cash and cash equivalents are held with major international financial institutions and therefore the risk of loss is minimal.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due.

The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company’s reputation. The Company holds sufficient cash and cash equivalents to satisfy current obligations under accounts payable and accruals.

The Company monitors its liquidity position regularly to assess whether it has the funds necessary to meet its operating needs and needs for investing in new projects.

As a biotech company at an early stage of development and without significant internally generated cash flows, there are inherent liquidity risks, including the possibility that additional financing may not be available to the Company, or that actual drug development expenditures may exceed those planned. The current uncertainty in global capital markets could have an impact on the Company’s future ability to access capital on terms that are acceptable to the Company. There can be no assurance that required financing will be available to the Company. See Note 9, “Capital Stock and Reserves,” for a discussion of the Company’s share offering.

Foreign Currency Risk

While the Company operates in various jurisdictions, substantially all of the Company’s transactions are denominated in the U.S. Dollar, except the deferred tax liability in the U.K. settleable in British pound sterling.

CAPITAL STOCK AND RESERVES (Details Narrative) - USD ($) $ / shares in Thousands, $ in Thousands		6 Months Ended
	Jul. 06, 2022	Sep. 30, 2024	Sep. 30, 2023	Oct. 03, 2023
IfrsStatementLineItems [Line Items]
Cash fund, description		The Sales Agreement permits the Company to sell in an ATM program up to $50 million of ordinary shares from time to time. Through September 30, 2024, the Company raised approximately $4.2 million in gross proceeds through the sale of shares of common shares under the ATM program. Any sales under the prospectus will be deemed to be made pursuant to an ATM program as defined in Rule 415(a)(4) promulgated under the Securities Act.
Number of ordinary share issued	4,726
Public float		$ 75,000
Series A Warrants And Pre Funded Warrants [Member]
IfrsStatementLineItems [Line Items]
Fair value of warrants				$ 2,968
Warrants per share				$ 940
ATM [Member]
IfrsStatementLineItems [Line Items]
Number of shares sold		0	9,331
Net proceeds from sale			$ 700
Top of range [member]
IfrsStatementLineItems [Line Items]
Number of ordinary shares outstanding, decrease			17,808,225
Bottom of range [member]
IfrsStatementLineItems [Line Items]
Number of ordinary shares outstanding, decrease			890,412

INCOME TAXES (Tables)

6 Months Ended

Sep. 30, 2024

Notes and other explanatory information [abstract]

Schedule of effective income tax rates

Schedule of effective income tax rates
	Six Months Ended September 30,
	2024			2023
Loss before income taxes	$	3,024		$	12,143
Income tax benefit	$	3		$	1,052
Effective tax rate		0.10	%		8.66	%

STOCK OPTION RESERVE (Details) - USD ($) $ in Thousands	6 Months Ended
STOCK OPTION RESERVE (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Notes and other explanatory information [abstract]
Balance, beginning of period	$ 23,841	$ 21,204
Share-based compensation expense	285	1,512
Balance, end of period	$ 24,126	$ 22,716

GOING CONCERN (Details Narrative) - USD ($) $ in Millions	6 Months Ended
GOING CONCERN (Details Narrative) - USD ($) $ in Millions	Sep. 30, 2024	Nov. 25, 2024
Notes and other explanatory information [abstract]
Cash	$ 1.8
Total current liabilities	0.9
Net loss	3.0
Cash used in operating activities	$ 3.3
Cash and cash equivalents on hand		$ 1.7

Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss for the period	$ (3,026)	$ (11,091)
Adjustments for non-cash items:
Share-based compensation expense	285	1,512
Change in fair value of warrant liability	(426)
Gain on settlement with Parexel – iOx CRO	(946)
Change in fair value of deferred purchase price payable – Tarus and deferred obligation – iOx milestone		1,224
Decrease in deferred tax liability		(1,063)
Share of loss in associate		90
Fair value of shares issued for services		50
Depreciation	15	26
Changes in operating working capital:
Prepaid expenses and other receivables	1,216	286
Other assets	38	(3)
Accounts payable and accrued liabilities	(399)	1,224
Other	(3)
Net cash used in operating activities	(3,246)	(7,745)
Cash flows from financing activities:
Proceeds from the exercise of Pre-Funded Warrants	1
Proceeds from shares issued under ATM and Committed Purchase Agreement		682
Share issuance costs		(20)
Repayment of lease liability	(19)	(17)
Net cash (used in) provided by financing activities	(18)	645
Decrease in cash and cash equivalents during the period	(3,264)	(7,100)
Cash and cash equivalents at beginning of the period	5,028	10,545
Cash and cash equivalents at end of the period	1,764	3,445
Supplemental disclosure of cash flow information:
Cash paid for interest	3	13
Supplemental disclosure of non-cash investing and financing activities:
Right to use asset acquired		303
Lease liability incurred		$ 303

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2024	Mar. 31, 2024
Accounts Payable And Accrued Liabilities
Accounts payable and accrued liabilities	$ 800	$ 2,800
Accounts payable and accrued liabilities write-off	$ 1,486

WARRANT LIABILITY (Details Narrative) - USD ($)				3 Months Ended	6 Months Ended
WARRANT LIABILITY (Details Narrative) - USD ($)	May 29, 2024	Sep. 29, 2023	Aug. 26, 2023	Sep. 30, 2024	Sep. 30, 2024	Oct. 03, 2023
IfrsStatementLineItems [Line Items]
Net proceeds warrants					$ 5,300,000
Estimated offering expenses					700,000
Net proceeds warrant liability				$ 5,300,000	5,300,000
Excess of the fair value of the warrant liabilities					3,100,000
Loss on warrant liabilities				2,400,000	2,400,000
Offering expenses				700,000	700,000
Gain (loss) in the fair value of the warrant liabilities				(700,000)	400,000
Warrant liability balance				$ 1,100,000	$ 1,100,000
Pre Funded Warrants [Member]
IfrsStatementLineItems [Line Items]
Warrants exercise price	$ 0.02
Total shares outstanding	1,048,765
Series A Warrants [Member]
IfrsStatementLineItems [Line Items]
Ordinary shares purchase					157,895
Exercise price				$ 38.00	$ 38.00
Series B Warrants [Member]
IfrsStatementLineItems [Line Items]
Ordinary shares purchase					157,895
Exercise price				45.20	$ 45.20
Fair value of warrant per share				3.05	$ 3.05	$ 22.40
Series C Warrants [Member]
IfrsStatementLineItems [Line Items]
Ordinary shares purchase					157,895
Exercise price				45.20	$ 45.20
Fair value of warrant per share				3.91	3.91	29.60
Placement Agent Warrant [Member]
IfrsStatementLineItems [Line Items]
Interest rate			6.00%
Aggregate gross proceeds			$ 360,000
Management fee percentage			1.00%
Aggregate gross proceeds increase			$ 60,000.00
Non-accountable expenses			75,000
Clearing fees			$ 15,950
Purchase warrants			7,896
Sale of warrant percentage			5.00%
Exercise price warrant per share			$ 47.50
Placement Agent Warrants [Member]
IfrsStatementLineItems [Line Items]
Fair value of warrant per share				$ 3.86	$ 3.86	$ 29.40
Purchase Agreement [Member]
IfrsStatementLineItems [Line Items]
Number of stock sold		98,500
Purchase price of per share		$ 38.00
Purchase Agreement [Member] \| Pre Funded Warrants [Member]
IfrsStatementLineItems [Line Items]
Purchase price of per share		$ 37.98
Purchase ordinary shares		59,395
Exercise price		$ 0.02

PREPAID EXPENSES AND OTHER RECEIVABLES (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Prepaid Expenses And Other Receivables
Prepaid clinical research costs		$ 1,924
Refund from Parexel	552
Prepaid insurance	249	575
Tax deposits	63	64
Other prepaid expenses	26	65
Other receivables	18	39
Security deposit on office lease expiring in May 2025	14
Total prepaid expenses and other receivables	$ 922	$ 2,667

CAPITAL STOCK AND RESERVES (Details 1) - $ / shares		6 Months Ended
CAPITAL STOCK AND RESERVES (Details 1) - $ / shares	Oct. 03, 2023	Sep. 30, 2024
IfrsStatementLineItems [Line Items]
Expected life		1 year 6 months
Series A Warrants [Member]
IfrsStatementLineItems [Line Items]
Exercise price	$ 38.00
Share price	$ 39.40
Expected volatility	96.00%
Risk free interest rate	5.32%
Expected dividend

LOSS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator
Net loss attributable to owners of the Company	$ (1,360)	$ (5,158)	$ (3,016)	$ (11,077)
Denominator
Weighted average number of shares - Basic	1,076	890	1,063	888
Weighted average number of shares - Diluted	1,076	890	1,063	888
Basic loss per share	$ (1.26)	$ (5.80)	$ (2.84)	$ (12.47)
Diluted loss per share	$ (1.26)	$ (5.80)	$ (2.84)	$ (12.47)

INCOME TAXES

6 Months Ended

Sep. 30, 2024

Notes and other explanatory information [abstract]

INCOME TAXES

NOTE 8. INCOME TAXES

The Company is a BVI business company. The BVI government does not, under existing legislation, impose any income or corporate tax on corporations.

PDS is a U.S. corporation and is subject to U.S. federal, state and local income taxes, as applicable.

iOx is subject to U.K. taxes.

The following is a reconciliation of the U.S. taxes to the effective income tax rates for the six months ended September 30, 2024 and 2023 (in thousands, except percentages):

Schedule of effective income tax rates
	Six Months Ended September 30,
	2024			2023
Loss before income taxes	$	3,024		$	12,143
Income tax benefit	$	3		$	1,052
Effective tax rate		0.10	%		8.66	%

The Company’s effective tax rates were 0.10% and 8.66% for the six months ended September 30, 2024 and 2023, respectively. The decrease in the effective tax rate was primarily due to a change in the mix of income and losses in the various tax jurisdiction in which the Company operates.

LOSS PER SHARE

6 Months Ended

Sep. 30, 2024

Profit or loss [abstract]

LOSS PER SHARE

NOTE 11. LOSS PER SHARE

Basic earnings per share (“EPS”) is calculated by dividing the net loss attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period.

Diluted EPS is calculated by dividing the net loss attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. Shares issuable under Pre-Funded Warrants are considered outstanding for this purpose.

The calculation of Basic and Diluted EPS reflects the Pre-Funded Warrants as outstanding shares.

The following table reflects the loss and share data used in the basic and diluted EPS calculations (in thousands, except per share amounts):


	Three Months Ended September 30,						Six Months Ended September 30,
	2024			2023			2024			2023
Numerator
Net loss attributable to owners of the Company	$	(1,360	)	$	(5,158	)	$	(3,016	)	$	(11,077	)
Denominator
Weighted average number of shares – Basic and Diluted		1,076			890			1,063			888
Basic and diluted loss per share	$	(1.26	)	$	(5.80	)	$	(2.84	)	$	(12.47	)

Number of ordinary shares are retroactively adjusted to reflect the impact of the 1-for-20 reverse stock split on August 15, 2024.

The inclusion of the Company’s share purchase warrants (other than Pre-Funded Warrants, as described above), stock options and RSUs in the computation of diluted loss per share would have an anti-dilutive effect on loss per share and are therefore excluded from the computation. Consequently, there is no difference between basic loss per share and diluted loss per share for the three and six months ended September 30, 2024 and 2023. The following table reflects the Company’s outstanding securities by year that would have an anti-dilutive effect on loss per share and, accordingly, were excluded from the calculation.


	As of September 30,
	2024		2023
Warrants		481,581		–
Stock options		65,114		98,171
Restricted stock units		17,315		18,937

CAPITAL STOCK AND RESERVES

6 Months Ended

Sep. 30, 2024

Capital Stock And Reserves

CAPITAL STOCK AND RESERVES

NOTE 9. CAPITAL STOCK AND RESERVES

Authorized ordinary shares: Unlimited number of Portage ordinary shares without par value.

On August 15, 2024, the Company effected a reverse stock split of its ordinary shares at a ratio of 1-for-20. The reverse stock split decreased the number of ordinary shares outstanding as of September 30, 2023, from 17,808,225 to 890,412. All share and per share information included in the condensed consolidated interim financial statements and in the Notes to the condensed consolidated interim financial statements have been retroactively adjusted to reflect the impact of the reverse stock split unless otherwise noted. The number of ordinary shares authorized remained at an unlimited number of common shares without par value.

Any fractional shares resulting from the reverse stock split were rounded up to the nearest whole post-split ordinary share. As a result of this round up provision, the Company issued an additional 52,254 shares.

Portage filed a shelf registration statement with the SEC in order to sell ordinary shares, debt securities, warrants and units in one or more offerings from time to time, which became effective on March 8, 2021 (“March 2021 Registration Statement”). In connection with the March 2021 Registration Statement, Portage has filed with the SEC:

a base prospectus, which covered the offering, issuance and sale by Portage of up to $200 million in the aggregate of the securities identified above from time to time in one or more offerings;

a prospectus supplement, which covered the offer, issuance and sale by Portage in its ATM offering of up to a maximum aggregate offering price of $50 million of Portage’s ordinary shares that may be issued and sold from time to time under a Controlled Equity Offering Sales Agreement, dated February 24, 2021 (the “Sales Agreement”), with Cantor Fitzgerald & Co., the sales agent (“Cantor Fitzgerald”);

a prospectus supplement dated June 24, 2021, for the offer, issuance and sale by Portage of 57,500 ordinary shares for gross proceeds of approximately $26.5 million in a firm commitment underwritten public offering with Cantor Fitzgerald;

a prospectus supplement dated August 19, 2022, for the resale of up to $30 million in ordinary shares that Portage may sell from time to time to Lincoln and an additional 4,726 shares that were issued to Lincoln; and

a prospectus supplement dated September 29, 2023 for the offer, issuance and sale by Portage in a registered direct public offering through H.C. Wainwright & Co., the placement agent, to an institutional and accredited investor of (i) 98,500 ordinary shares at a purchase price of $38.00 per share; and (ii) Pre-Funded Warrants to purchase up to 59,395 ordinary shares, at a purchase price of $37.98 per Pre-Funded Warrant Shares, for aggregate gross proceeds of approximately $6 million. All Pre-Funded Warrants, which were exercisable for one ordinary share at an exercise price of $0.02 per share, were exercised in full on May 29, 2024.

The Sales Agreement permits the Company to sell in an ATM program up to $50 million of ordinary shares from time to time. Through September 30, 2024, the Company raised approximately $4.2 million in gross proceeds through the sale of shares of common shares under the ATM program. Any sales under the prospectus will be deemed to be made pursuant to an ATM program as defined in Rule 415(a)(4) promulgated under the Securities Act.

On July 6, 2022, the Company entered into a Purchase Agreement (the “Committed Purchase Agreement”) with Lincoln, under which it may require Lincoln to purchase ordinary shares of the Company having an aggregate value of up to $30 million (the “Purchase Shares”) over a period of 36 months. Upon execution of the Committed Purchase Agreement, the Company issued to Lincoln 4,726 ordinary shares, representing a 3% commitment fee. Pursuant to the Committed Purchase Agreement, Lincoln will be obligated to purchase the Purchase Shares in three different scenarios that are based on various market criteria and share amounts. The Company has the right to terminate the Committed Purchase Agreement for any reason, effective upon one business day prior written notice to Lincoln. Lincoln has no right to terminate the Committed Purchase Agreement. The requirement that Lincoln must make a purchase will be suspended based on various criteria such as there not being an effective registration statement for Lincoln to be able to resell the ordinary shares it is committed to purchase and market criteria such as the Company continuing to be Depository Trust Company eligible, among other things. The Committed Purchase Agreement does not impose any financial or business covenants on the Company, and there are no limitations on the use of proceeds. The Company may raise capital from other sources in its sole discretion; provided, however, that the Company shall not enter into any similar agreement for the issuance of variable priced equity-like securities until the three-year anniversary of the date of the Committed Purchase Agreement, excluding, however, an ATM transaction with a registered broker-dealer, which includes any sales under the Sales Agreement with Cantor Fitzgerald.

During the six months ended September 30, 2023, the Company sold 9,331 ordinary shares under the ATM program, generating net proceeds of approximately $0.7 million. There were no shares sold under the ATM program during the six months ended September 30, 2024.

The Company’s March 2021 Registration Statement expired on March 8, 2024. In order to issue additional shares under its ATM program or the Committed Purchase Agreement in the future, the Company would be required to file a new registration statement, which must be declared effective by the SEC prior to use, and to file a prospectus supplement related to the ATM program and the Committed Purchase Agreement, as the case may be.

Furthermore, the ATM program and the Committed Purchase Agreement with Lincoln are generally limited based on, among other things, the Company’s Nasdaq trading volume. Under General Instruction I.B.5 to Form F-3 (the “Baby Shelf Rule”), the amount of funds the Company can raise through primary public offerings of securities in any 12-month period using a registration statement on Form F-3 is limited to one-third of the aggregate market value of the ordinary shares held by the Company’s non-affiliates, which limitation may change over time based on its stock price, number of ordinary shares outstanding and the percentage of ordinary shares held by non-affiliates. Accordingly, the Company is limited by the Baby Shelf Rule as of the filing of this Form 6-K, until such time as its non-affiliate public float exceeds $75 million.

On September 29, 2023, the Company entered into the Purchase Agreement with an institutional and accredited investor in connection with the Registered Direct Offering and the Private Placement. The Offerings closed on October 3, 2023.

The Company filed the Resale Registration Statement to register for resale the Private Warrant Shares and the ordinary shares issuable upon the exercise of Placement Agent Warrants, which was declared effective by the SEC on November 7, 2023. Pursuant to the terms of the Purchase Agreement, the Company is obligated to use its commercially reasonable efforts to keep the Resale Registration Statement effective at all times until such institutional and accredited investor (and its successors and assigns) no longer owns any Private Warrants or ordinary shares issuable upon exercise thereof.

If a Fundamental Transaction (as defined in the Warrants) occurs, then the successor entity will succeed to, and be substituted for the Company, and may exercise every right and power that the Company may exercise and will assume all of the Company’s obligations under the Warrants with the same effect as if such successor entity had been named in the Warrants themselves. If holders of ordinary shares are given a choice as to the securities, cash or property to be received in such a Fundamental Transaction, then the holders of the Warrants shall be given the same choice as to the consideration they would receive upon any exercise of the Warrants following such a Fundamental Transaction. Additionally, as more fully described in the Series B Warrants, Series C Warrants and Placement Agent Warrants, in the event of certain Fundamental Transactions, the holders of the Series B Warrants, Series C Warrants and Placement Agent Warrants will be entitled to receive cash consideration in an amount equal to the Black-Scholes value of the Series B Warrants, Series C Warrants and Placement Agent Warrants, as the case may be, upon the consummation of such Fundamental Transaction.

See Note 6, “Warrant Liability,” for a discussion of the Registered Direct Offering.

Series A Warrants and Pre-Funded Warrants

The Series A Warrants and the Pre-Funded Warrants are classified as a component of equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the ordinary shares with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of ordinary shares upon exercise. In addition, the Series A Warrants and the Pre-Funded Warrants do not provide any guarantee of value or return.

On the October 3, 2023 issue date, the calculated fair value of the Series A Warrants and the Pre-Funded Warrants as of March 31, 2024 was $2.968 million ($0.94 per such warrant). Because the fair value of the warrants accounted for as liabilities exceeded the net proceeds from the Registered Direct Offering, the proceeds allocated to the Common Shares, the Pre-Funded Warrants and the Series A warrants was zero.

Series A Warrants

The inputs associated with calculating the fair value are reflected below.

Schedule of fair value
		October 3, 2023
Exercise price		$38.00
Share price		$39.40
Expected life		1.50 years
Expected volatility		96.0%
Risk-free interest rate		5.32%
Dividend yield		–

Nature and Purpose of Reserves

Stock Option Reserve

The stock option reserve reflects the reserve of compensation expense recognized over the vesting period based upon the grant date fair value of the Company’s equity settled grants calculated in accordance with IFRS 2, “Share-based Payment”. See Note 10, “Stock Option Reserve,” below for a further discussion.

WARRANT LIABILITY (Details 1) - Series B Warrants [Member] - $ / shares		6 Months Ended
	Oct. 03, 2023	Sep. 30, 2024
IfrsStatementLineItems [Line Items]
Exercise price	$ 45.20	$ 45.20
Share price	$ 39.40	$ 6.65
Expected life	3 years 3 days	2 years 3 days
Expected volatility	90.40%	159.22%
Risk free interest rate	4.95%	3.66%
Dividend yield

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Notes and other explanatory information [abstract]
Loss before income taxes	$ 1,362	$ 6,072	$ 3,024	$ 12,143
Income tax benefit			$ 3	$ 1,052
Effective tax rate			0.10%	8.66%

WARRANT LIABILITY (Tables)

6 Months Ended

Sep. 30, 2024

IfrsStatementLineItems [Line Items]

Schedule of changes in the warrant liability


	Exercise Price		Warrants		Fair Value Balance
						In 000’$
Warrant liability as of April 1, 2023	$	–		–	$	–
Fair value of warrants at issuance on October 3, 2023:
Class B Warrants	$	45.20		157,895		3,537
Class C Warrants	$	45.20		157,895		4,663
Placement Agent Warrants	$	47.50		7,896		232
Change in fair value of warrant liability				–		(6,868	)
Warrant liability as of March 31, 2024		–		323,686		1,564
Change in fair value of warrant liability				–		(1,142	)
Warrant liability as of June 30, 2024				323,686		422
Change in fair value of warrant liability				–		716
Warrant liability as of September 30, 2024		–		323,686	$	1,138

Series B Warrants [Member]

IfrsStatementLineItems [Line Items]

Schedule of fair value

Schedule of fair value
	October 3, 2023	September 30, 2024
Exercise price	$45.20	$45.20
Share price	$39.40	$6.65
Expected life	3.01 years	2.01 years
Expected volatility	90.4%	159.22%
Risk-free interest rate	4.95%	3.66%
Dividend yield	–	–

Series C Warrants [Member]

IfrsStatementLineItems [Line Items]

Schedule of fair value

Schedule of fair value
	October 3, 2023	September 30, 2024
Exercise price	$45.20	$45.20
Share price	$39.40	$6.65
Expected life	5.00 years	4.01 years
Expected volatility	100.7%	129.26%
Risk-free interest rate	4.80%	3.58%
Dividend yield	–	–

Placement Agent Warrants [Member]

IfrsStatementLineItems [Line Items]

Schedule of fair value

Schedule of fair value
	October 3, 2023	September 30, 2024
Exercise price	$47.60	$47.50
Share price	$39.40	$6.65
Expected life	4.99 years	4.01 years
Expected volatility	100.7%	129.26%
Risk-free interest rate	4.80%	3.58%
Dividend yield	–	–

BASIS OF PRESENTATION

6 Months Ended

Sep. 30, 2024

Notes and other explanatory information [abstract]

BASIS OF PRESENTATION

NOTE 3. BASIS OF PRESENTATION

Statement of Compliance and Basis of Presentation

These condensed consolidated interim financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”), International Accounting Standards (“IAS”) 34 Interim Financial Reporting and interpretations of the International Financial Reporting Interpretations Committee. These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the audited consolidated financial statements of the Company for the year ended March 31, 2024.

These condensed consolidated interim financial statements have been prepared on an historical cost basis except for items disclosed herein at fair value (see Note 14, “Financial Instruments and Risk Management”). In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

The Company has only one reportable operating segment.

These condensed consolidated interim financial statements were approved and authorized for issuance by the Audit Committee (the “Audit Committee”) of the Board on November 26, 2024.

Consolidation

The consolidated financial statements include the accounts of the Company and:

(a)

SalvaRx, a wholly-owned subsidiary, incorporated on May 6, 2015 in the British Virgin Islands;

(b)

iOx, a wholly-owned subsidiary incorporated in the U.K. on February 10, 2015. In September 2021, the Company, through SalvaRx, exchanged certain notes, accrued interest, warrants and receivables in exchange for shares of iOx representing 17.83% of the outstanding shares of iOx. As a result of this exchange, the Company, through SalvaRx, increased its ownership of iOx from 60.49% to 78.32%. On July 18, 2022, the Company purchased the remaining non-controlling interest of iOx. The Company’s 44% interest in Stimunity S.A. (“Stimunity”) was transferred from Portage to iOx in December 2023 and was increased to 48.9% upon the conversion of the convertible note to equity;

(c)

Saugatuck, a 70% owned subsidiary incorporated in the British Virgin Islands;

(d)

Tarus Therapeutic Holdings Ltd., a wholly-owned subsidiary incorporated in the British Virgin Islands;

(e)

PDS, a 100% owned subsidiary incorporated in Delaware, which provides human resources, and other services to each operating subsidiary via a shared services agreement;

(f)

SalvaRx LLC, a wholly-owned subsidiary through SalvaRx incorporated in Delaware;

(g)

Saugatuck Rx LLC, a wholly-owned subsidiary of Saugatuck incorporated in Delaware; and

(h)

Tarus Therapeutics, LLC (“Tarus”), a wholly-owned subsidiary of Portage incorporated in Delaware.

All inter-company balances and transactions have been eliminated in consolidation.

Non-controlling interest in the equity of a subsidiary is accounted for and reported as a component of shareholders’ equity. As of September 30, 2024 and March 31, 2024, non-controlling interest represents the 30% shareholder ownership interest in Saugatuck and subsidiary, which is consolidated by the Company.

Functional and Presentation Currency

The Company’s functional and presentation currency is the U.S. Dollar.

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 and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Significant areas where estimates are made include valuation of financial instruments, deferred tax assets and liabilities, warrant liabilities, research and development costs, contingent consideration assumed and measurement of share-based compensation. Significant areas where critical judgments are applied include in-process research and development and warrant liabilities.

Reclassifications

Certain prior year amounts between accounts payable and accrued liabilities have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.