0001171843-22-006574 | 6-K/A | XBRL Viewer | Portage Biotech INC

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Cover Cover Financial Statements Unaudited Pro Forma Condensed Consolidated Statements of Financial Position Unaudited Pro Forma Condensed Consolidated Statements of Comprehensive Loss All Reports

Cover	3 Months Ended
Cover	Jun. 30, 2022
Cover [Abstract]
Document Type	6-K/A
Amendment Flag	true
Amendment Description	This Amendment No. 1 on Form 6-K/A amends the Current Report on Form 6-K of Portage Biotech Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on July 8, 2022 (the “Original Form 6-K”). The Original Form 6-K reported the Company’s acquisition of Tarus Therapeutics, Inc. (“Tarus”). The purpose of this amendment is to disclose the required financial statements of Tarus and pro forma financial statements of the Company. Other than as set forth in this amendment, no other changes have been made to the Original Form 6-K.
Document Period End Date	Jun. 30, 2022
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, Postal Zip Code	VG1110

Unaudited Pro Forma Condensed Consolidated Statements of Financial Position
$ in Thousands

Jun. 30, 2022

USD ($)

Current assets

Cash and cash equivalents (including restricted cash)

$ 19,586

Prepaid expenses and other receivables

1,948

Total current asset

21,534

Long-term assets

Investment in associate

1,613

Investments in private companies

7,409

44,828

In-process research and development

145,422

36

220,842

Current liabilities

Accounts payable and accrued liabilities

3,481

Warrant liabilities

32

Total current liabilities

3,513

Non-current liabilities

Deferred tax liability

25,893

Deferred purchase consideration

8,538

Total non-current liabilities

34,431

Total liabilities

37,944

Shareholders’ Equity

176,354

Stock option reserve

18,104

Accumulated other comprehensive income

958

Accumulated deficit

(56,851)

Total equity attributed to owners of the Company

138,565

Non-controlling interest

44,333

182,898

Total liabilities and equity

220,842

Portage [Member]

Current assets

Cash and cash equivalents (including restricted cash)

21,176

Prepaid expenses and other receivables

1,932

Total current asset

23,108

Long-term assets

Investment in associate

1,613

Investments in private companies

7,409

43,324

In-process research and development

117,388

36

192,878

Current liabilities

Accounts payable and accrued liabilities

1,938

Warrant liabilities

32

Total current liabilities

1,970

Non-current liabilities

Deferred tax liability

25,893

Deferred purchase consideration

Total non-current liabilities

25,893

Total liabilities

27,863

Shareholders’ Equity

158,354

Stock option reserve

18,104

Accumulated other comprehensive income

958

Accumulated deficit

(56,734)

Total equity attributed to owners of the Company

120,682

Non-controlling interest

44,333

165,015

Total liabilities and equity

192,878

Current assets

Cash and cash equivalents (including restricted cash)

410

Prepaid expenses and other receivables

16

Total current asset

426

Long-term assets

Investment in associate

Investments in private companies

In-process research and development

426

Current liabilities

Accounts payable and accrued liabilities

1,393

Warrant liabilities

2,000

Total current liabilities

3,393

Non-current liabilities

Deferred tax liability

Deferred purchase consideration

Total non-current liabilities

Total liabilities

3,393

Shareholders’ Equity

9,958

Stock option reserve

Accumulated other comprehensive income

Accumulated deficit

(12,925)

Total equity attributed to owners of the Company

(2,967)

Non-controlling interest

(2,967)

Total liabilities and equity

426

Adjustments [Member]

Current assets

Cash and cash equivalents (including restricted cash)

(2,000)

^[1]

Total current asset

(2,000)

Long-term assets

Investment in associate

Investments in private companies

1,504

^[2]

In-process research and development

28,034

^[2]

27,538

Current liabilities

Accounts payable and accrued liabilities

150

^[2]

Warrant liabilities

(2,000)

^[1]

Total current liabilities

(1,850)

Non-current liabilities

Deferred tax liability

Deferred purchase consideration

8,538

^[2]

Total non-current liabilities

8,538

Total liabilities

6,688

Shareholders’ Equity

8,042

^[2]

Stock option reserve

Accumulated other comprehensive income

Accumulated deficit

12,808

^[2]

Total equity attributed to owners of the Company

20,850

Non-controlling interest

20,850

Total liabilities and equity

$ 27,538

[1]

Adjustment reflects the paydown of outstanding debt at closing on transaction.

[2]

Reflects the fair value of consideration for Tarus, described more fully below. The components of the consideration are described below. The Company issued $18M shares valued based on the 60-day Volume Weighted Average Price per share, assumed $3M of debt ($2M paid at closing) and recorded the fair value of certain milestone payments as deferred purchase consideration, determined in the valuation of identifiable intangible assets.

Unaudited Pro Forma Condensed Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Jun. 30, 2022

Mar. 31, 2022

Research and development

$ 1,908

$ 8,790

General and administrative expenses

1,880

9,142

Loss from operations

(3,788)

(17,932)

Share of (loss) in associate accounted for using equity method

(60)

(62)

Change in fair value of warrant liability

1

852

Foreign exchange transaction gain

(52)

24

Interest income

21

Interest (expense)

(15)

(46)

Loss before provision for income taxes

(3,893)

(17,164)

Income tax expense

2,552

(4,352)

Net loss and other comprehensive loss

(1,341)

(21,516)

Net loss attributable to:

Owners of the Company

(1,445)

(19,217)

Non-controlling interest

104

(2,299)

(1,341)

(21,516)

Comprehensive loss attributable to:

Owners of the Company

(1,445)

(19,217)

Non-controlling interest

104

(2,299)

Total comprehensive (loss) income for period

$ (1,341)

$ (21,516)

Loss per share

Basic and diluted

$ (0.09)

$ (1.24)

Weighted average shares outstanding

Basic and diluted

^[1]

15,777

15,486

Portage [Member]

Research and development

$ 1,876

$ 6,769

General and administrative expenses

2,211

8,819

Loss from operations

(4,087)

(15,588)

Share of (loss) in associate accounted for using equity method

(60)

(62)

Change in fair value of warrant liability

1

852

Foreign exchange transaction gain

(52)

24

Interest income

21

Interest (expense)

(43)

Loss before provision for income taxes

(4,177)

(14,817)

Income tax expense

2,552

(4,352)

Net loss and other comprehensive loss

(1,625)

(19,169)

Net loss attributable to:

Owners of the Company

(1,729)

(16,870)

Non-controlling interest

104

(2,299)

(1,625)

(19,169)

Comprehensive loss attributable to:

Owners of the Company

(1,729)

(16,870)

Non-controlling interest

104

(2,299)

Total comprehensive (loss) income for period

$ (1,625)

$ (19,169)

Loss per share

Basic and diluted

$ (0.13)

$ (1.29)

Weighted average shares outstanding

Basic and diluted

13,351

13,060

Research and development

$ (56)

$ 1,786

^[2]

General and administrative expenses

675

2,514

^[2]

Loss from operations

(619)

(4,300)

^[2]

Share of (loss) in associate accounted for using equity method

^[2]

Change in fair value of warrant liability

^[2]

Foreign exchange transaction gain

^[2]

Interest income

Interest (expense)

(106)

(457)

^[2]

Loss before provision for income taxes

(725)

(4,757)

^[2]

Income tax expense

^[2]

Net loss and other comprehensive loss

(725)

(4,757)

^[2]

Net loss attributable to:

Owners of the Company

(725)

(4,757)

^[2]

Non-controlling interest

^[2]

(725)

(4,757)

^[2]

Comprehensive loss attributable to:

Owners of the Company

(725)

(4,757)

^[2]

Non-controlling interest

^[2]

Total comprehensive (loss) income for period

(725)

(4,757)

^[2]

Adjustments [Member]

Research and development

88

^[3]

235

General and administrative expenses

(1,006)

^[3],[4],[5]

(2,191)

^[6],[7]

Loss from operations

918

1,956

Share of (loss) in associate accounted for using equity method

Change in fair value of warrant liability

Foreign exchange transaction gain

Interest income

Interest (expense)

91

^[8]

454

^[9]

Loss before provision for income taxes

1,009

2,410

Income tax expense

Net loss and other comprehensive loss

1,009

2,410

Net loss attributable to:

Owners of the Company

1,009

2,410

Non-controlling interest

1,009

2,410

Comprehensive loss attributable to:

Owners of the Company

1,009

2,410

Non-controlling interest

Total comprehensive (loss) income for period

$ 1,009

$ 2,410

[1]	Basic and diluted loss per share is computed as follows: Net loss is divided by weighted average shares outstanding. The pro forma weighted average shares outstanding reflect the 2,426 shares issued in connection with the Tarus acquisition as if they had been outstanding for the entire period. The shares issued in consideration were calculated on the basis of $18M divided by the 60-day Volume Weighted Average Price per share.
[2]	The Tarus historical balances are derived from the audited financial statements as of and for the year ended December 31, 2021. The Portage historical balances are derived from the audited financial statements as of and for the year ended March 31, 2022.
[3]	Reflects the reclassification of Tarus expenditures totaling approximately $88 from general and administrative to research and development to be consistent with classifications at Portage.
[4]	Reflects net synergies and normalizing adjustments totaling approximately ($16) created for the three months ended June 30, 2022, to normalize operations as if the merger had been consummated April 1, 2022.
[5]	Reflects the reversal of stock-based compensation reflected in Tarus’ historical results of approximately $226. This entry is necessary as these equity grants would have been mitigated by the synergies of the acquisition. It reflects the reduction in headcount, and accordingly, related costs. Reflects reversal of approximately $708 of acquisition related expenses which are in the historical numbers.
[6]	Reflects net synergies totaling approximately $560. This primarily reflects headcount costs incurred that will not be required, net of actual costs incurred.
[7]	Reflects the reversal of stock-based compensation reflected in Tarus’ historical results of approximately $1,397. This entry is necessary as these equity grants would have been mitigated by the synergies of the acquisition. It reflects the reduction in head count, and accordingly, related costs.
[8]	Reflects the reversal of interest expense associated with note payable and convertible notes payable, including amortization of debt acquisition costs. Such entry is necessary as the debt would not have existed during the period.
[9]	Reflects the reversal of interest expense, including amortization of debt acquisition costs associated with notes payable. Such entry is necessary as the debt would not have existed during the period.