SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2022
Commission File Number: 0-30314
Portage Biotech Inc.
(Translation of registrant's name into English)
Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands, VG1110.
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
|99.1||Press Release dated August 1, 2022|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|Portage Biotech Inc.|
|Date: August 1, 2022||/s/ Ian Walters|
|Chief Executive Officer|
Portage Biotech Announces Results for Fiscal Year Ended March 31, 2022
--Company Continues to Execute on Core Business Model While Enhancing Value Proposition and Pipeline with Recent
--Robust Pipeline Now Includes Four Fully Owned, Clinical-Stage Assets--
--Cash Runway for New and Current Programs Potentially Extended into 2024--
WESTPORT, Conn., Aug. 01, 2022 (GLOBE NEWSWIRE) -- Portage Biotech Inc. (NASDAQ: PRTG), a clinical-stage immuno-oncology company developing therapies to improve patient lives and increase survival by avoiding and overcoming cancer treatment resistance, today announced financial results for the fiscal year ended March 31, 2022.
“Over the past year and in recent weeks we have continued to execute on Portage’s development strategy, leveraging our industry network to identify and efficiently develop novel opportunities to improve the landscape of immuno-oncology treatment for patients with cancer,” said Dr. Ian Walters, Chief Executive Officer of Portage Biotech. “The transactions we announced recently are a reflection of this core strategy, including the acquisition of four promising adenosine-targeting assets from Tarus Therapeutics, and acquisition of the outstanding minority ownership interest in our invariant natural killer T cell (iNKT) platform from iOx Therapeutics. With these transactions we have elevated our pipeline and also enhanced the potential value proposition to our shareholders. We also strengthen our research endeavors with the Cooperative Research and Development Agreement we announced in April, subsequently amended to include our new adenosine assets, and expanded our academic partnerships with new collaborations with Stanford and the University of Birmingham. Supporting these efforts we completed a $30 million committed share purchase agreement with Lincoln Park Capital, potentially extending our cash runway into 2024. We are prepared to advance our newly acquired adenosine assets and continue the clinical progress of our iNKT agonists, along with our broader portfolio of immuno-oncology therapies, to make important strides toward numerous milestones on the horizon.”
Financial & Business Highlights from FY 2022 (April 2021 – March 2022) and Recent Weeks
Clinical Highlights from FY 2022 and Recent Weeks
FY 2022 Financial Results
The Company generated a net loss and comprehensive loss of approximately $19.2 million during the year ended March 31, 2022 (“Fiscal 2022”), compared to a net loss and comprehensive loss of approximately $17.2 million during the year ended March 31, 2021 (“Fiscal 2021”), an increase in loss of $2.0 million year over year.
Operating expenses, which include research and development and general and administrative expenses, were $15.6 million in Fiscal 2022, compared to $12.4 million in Fiscal 2021, an increase of $3.2 million, which is discussed more fully below. Operating expenses included $9.1 million of non-cash share-based compensation expense in Fiscal 2022, compared to $8.8 million in Fiscal 2021.
Research & development ("R&D") costs decreased by approximately $0.5 million, or approximately 7%, from approximately $7.3 million in Fiscal 2021, to approximately $6.8 million in Fiscal 2022. Fiscal 2021 R&D costs were reduced by the receipt of a $0.6 million legal settlement in respect of some product development costs; accordingly, normalized expenses decreased $1.1 million year over year. The decrease was primarily attributable to non-cash share-based compensation expense associated with grants made under the Amended and Restated 2021 Equity Incentive Plan of $0.7 million, a decrease in other non-cash expense of $0.5 million, a decrease of $0.5 million in other R&D costs relating to outside services and a decrease of $0.4 million in other R&D costs relating to services and storage, partially offset by a year over year increase in compensation of $1.0 million for employees/consultants involved in research and development activities.
General and administrative ("G&A") expenses increased by approximately $3.7 million, or approximately 73%, from approximately $5.1 million in Fiscal 2021, to approximately $8.8 million in Fiscal 2022. The principal reason for the increase was the $1.6 million of non-cash share-based compensation expense associated with the Company’s Amended and Restated 2021 Equity Incentive Plan, of which $2.4 million is associated with Directors’ compensation and $0.8 million is associated with the new grants issued in January and February 2022, which was partially offset by a decrease of $1.6 million associated with management compensation and a $0.1 million year over year decrease in other non-cash expense. Additionally, the Company incurred an increase of $1.0 million in professional fees relating to initiatives associated with a corporate restructuring and public relations / business development. Finally, D&O insurance premiums increased $1.4 million in the current year period due to market rate increases in the cost of coverage, partially offset by a decrease in office and general expenses of $0.2 million, attributable to investor related expense.
Additionally, the Company reflected a net deferred income tax expense of $4.4 million in Fiscal 2022, compared to a net deferred income tax expense of $2.3 million in Fiscal 2021. The principal reason for the change was a $7.0 million increase attributable to an increase in the U.K. income tax rate, net of the recognition of $0.7 million of current year losses and $0.8 million of prior year losses and a $1.1 million benefit due to the foreign currency effect on the deferred tax liability balance settleable in Great British pounds. The Fiscal 2021 net deferred income tax expense was attributable to the foreign currency effect on the deferred tax liability balance settleable in Great British pounds, which was partially offset by recoverable research and development tax credits.
As of March 31, 2022, the Company had cash and cash equivalents of approximately $23.4 million and total current liabilities of approximately $0.8 million (inclusive of approximately $0.03 million warrant liability settleable on a non-cash basis). For the year ended March 31, 2022, the Company is reporting a net loss of approximately $19.2 million and cash used in operating activities of approximately $6.8 million.
As of June 30, 2022, the Company had approximately $21.0 million of cash and cash equivalents on hand.
About Portage Biotech Inc.
Portage is a clinical-stage immuno-oncology company advancing first-in-class therapies that target known checkpoint resistance pathways to improve long-term treatment response and quality of life in patients with evasive cancers. Portage’s access to next-generation technologies coupled with a deep understanding of biological mechanisms enables the identification of the most promising clinical therapies and product development strategies that accelerate these medicines through the translational pipeline. Portage’s portfolio consists of six diverse platforms, with lead programs including invariant natural killer T cell (iNKT agonists) and a suite of treatments targeting the adenosine pathway. Additional programs leverage delivery by intratumorals, nanoparticles, liposomes, aptamers, and virus-like particles. Within these six platforms, Portage has 14 products currently in development with multiple clinical readouts expected through the end of 2023. For more information, please visit www.portagebiotech.com, follow us on Twitter at @PortageBiotech or find us on LinkedIn at Portage Biotech Inc.
This news release contains statements about Portage’s information that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although Portage believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof, and Portage undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
FOR MORE INFORMATION, PLEASE CONTACT:
|PORTAGE BIOTECH INC.
Consolidated Statements of Financial Position
(U.S. Dollars in thousands)
|Cash and cash equivalents||$||23,352||$||2,770|
|Prepaid expenses and other receivables||1,480||2,176|
|Long-term portion of other receivables||–||22|
|Investment in associate||1,673||1,735|
|Investments in private companies||7,409||7,409|
|In-process research and development||117,388||117,388|
|Liabilities and Equity|
|Accounts payable and accrued liabilities||$||750||$||1,938|
|Unsecured notes payable||–||150|
|Deferred tax liability||28,445||24,050|
|Stock option reserve||16,928||7,977|
|Accumulated other comprehensive income||958||958|
|Total equity attributed to owners of the Company||121,205||101,449|
|Total liabilities and equity||$||194,662||$||174,860|
|Commitments and Contingent Liabilities|
|PORTAGE BIOTECH INC.
Consolidated Statements of Operations and Comprehensive Income (Loss)
(U.S. Dollars in thousands, except per share amounts)
|Years Ended March 31,|
|Research and development||$||6,769||$||7,312||$||4,108|
|General and administrative expenses||8,819||5,128||1,870|
|Loss from operations||(15,588||)||(12,440||)||(5,978||)|
|Change in fair value of warrant liability||852||(790||)||24|
|Share of (loss) income in associate accounted for using equity method||(62||)||(490||)||18|
|Loss on equity issued at a discount||–||(1,256||)||–|
|Loss on extinguishment of notes payable||–||(223||)||(33||)|
|Gain on sale of marketable equity securities||–||72||–|
|Gain on disposition of subsidiaries||–||412||–|
|Foreign exchange transaction gain||24||–||6|
|Loss before provision for income taxes||(14,817||)||(14,892||)||(6,509||)|
|Income tax benefit (expense)||(4,352||)||(2,297||)||(740||)|
|Other comprehensive income (loss)|
|Net unrealized gain on investments||–||–||876|
|Total comprehensive loss for year||$||(19,169||)||$||(17,189||)||$||(6,373||)|
|Net loss attributable to:|
|Owners of the Company||$||(16,870||)||$||(15,833||)||$||(5,333||)|
|Comprehensive loss attributable to:|
|Owners of the Company||$||(16,870||)||$||(15,833||)||$||(4,457||)|
|Loss per share|
|Basic and diluted||$||(1.29||)||$||(1.35||)||$||(0.49||)|
|Weighted average shares outstanding|
|Basic and diluted||13,060||11,733||10,952|