0001171843-23-005467 | 6-K | XBRL Viewer

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ACQUISITION OF TARUS (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2023	Jul. 01, 2022
IfrsStatementLineItems [Line Items]
Number of share issued	2,425,999
Ordinary shares value	$ 18,000
Proceeds from offering	32,000
Short term debt	2,000
Milestone payment	17,000
Ordinary shares issued Value		$ 17,200
Deferred purchase price payable	8,538
Tarus Acquisition [Member]
IfrsStatementLineItems [Line Items]
Milestone payment	$ 15,000

INVESTMENT IN ASSOCIATE (Details) - Stimunity S A [Member]	3 Months Ended	12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023
IfrsStatementLineItems [Line Items]
Name	Associate: Stimunity S.A.
Principal activity	Biotechnology
Place of Incorporation and principal place of business	Paris, France
Voting rights held	44.00%	44.00%

GOING CONCERN	3 Months Ended
Jun. 30, 2023
Notes and other explanatory information [abstract]
GOING CONCERN	NOTE 2. GOING CONCERN As of June 30, 2023, the Company had cash and cash equivalents of approximately $7.7 million and total current liabilities of approximately $2.6 million. For the three months ended June 30, 2023, the Company is reporting a net loss of approximately $5.9 million and cash used in operating activities of approximately $3.5 million. As of July 31, 2023, the Company had approximately $6.4 million of cash and cash equivalents on hand. The Company’s cash and cash equivalents balance is decreasing, and the Company will not generate positive cash flows from operations for the fiscal year ending March 31, 2024. The Company may have to delay, scale-back, or eliminate certain of its activities and other aspects of its operations until such time as the Company is successful in securing additional funding. The Company is exploring various dilutive and non-dilutive sources of funding, including equity and debt financings, strategic alliances, business development and other sources. The future success of the Company is dependent upon its ability to obtain additional funding. There can be no assurance, however, that the Company will be successful in obtaining such funding in sufficient amounts, on terms acceptable to the Company, or at all. As of the date of this filing, the Company currently anticipates that current cash and cash equivalents, excluding any potential proceeds from its ATM program and Committed Purchase Agreement with Lincoln Park, access to which are generally limited based on the Company’s Nasdaq trading volume, will be sufficient to meet its anticipated cash requirements through the end of October 2023. These factors raise significant doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. 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. 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 ATM program and Committed Purchase Agreement with Lincoln Park 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 stockholders and any future debt securities may contain covenants that limit the Company's operations or ability to enter into certain transactions.

GOING CONCERN

3 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

GOING CONCERN

NOTE 2. GOING CONCERN

As of June 30, 2023, the Company had cash and cash equivalents of approximately $7.7 million and total current liabilities of approximately $2.6 million. For the three months ended June 30, 2023, the Company is reporting a net loss of approximately $5.9 million and cash used in operating activities of approximately $3.5 million. As of July 31, 2023, the Company had approximately $6.4 million of cash and cash equivalents on hand.

The Company’s cash and cash equivalents balance is decreasing, and the Company will not generate positive cash flows from operations for the fiscal year ending March 31, 2024.

The Company may have to delay, scale-back, or eliminate certain of its activities and other aspects of its operations until such time as the Company is successful in securing additional funding. The Company is exploring various dilutive and non-dilutive sources of funding, including equity and debt financings, strategic alliances, business development and other sources. The future success of the Company is dependent upon its ability to obtain additional funding. There can be no assurance, however, that the Company will be successful in obtaining such funding in sufficient amounts, on terms acceptable to the Company, or at all. As of the date of this filing, the Company currently anticipates that current cash and cash equivalents, excluding any potential proceeds from its ATM program and Committed Purchase Agreement with Lincoln Park, access to which are generally limited based on the Company’s Nasdaq trading volume, will be sufficient to meet its anticipated cash requirements through the end of October 2023. These factors raise significant doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued.

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.

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 ATM program and Committed Purchase Agreement with Lincoln Park 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 stockholders and any future debt securities may contain covenants that limit the Company's operations or ability to enter into certain transactions.

LEASE

3 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

LEASE

NOTE 8. LEASE

The Company entered into a lease of office space, which commenced on May 1, 2023. The lease provides for an original term of two years with an option to renew the lease for an additional term of three years. The Company has included the extension option in the lease analysis under IFRS 16, based upon management’s intentions. The Company calculated the lease liability using its incremental borrowing rate of 13%. The Company provided a $0.013 million security deposit. The lease liability is payable as follows (in thousands):

Schedule of lease liability
Twelve Months Ended June 30,	Amount
2024	$	79
2025		81
2026		83
2027		84
2028		71
Total		398
Less: interest		(102	)
Total lease liability		296
Lease liability - current		47
Lease liability - non-current	$	249

COMMITMENTS AND CONTINGENT LIABILITIES (Details Narrative) € / shares in Units, $ in Thousands		3 Months Ended
	Jul. 06, 2022 USD ($) shares	Jun. 30, 2023 USD ($)	Jul. 13, 2022 EUR (€) € / shares
IfrsStatementLineItems [Line Items]
Budget cost related to services \| $		$ 12,100
Convertible note \| €			€ 600,000
Interest rate			7.00%
Conversion of debt \| €			€ 20,000,000
Conversion of debt into shares \| €			€ 5,000,000
Share price, per share \| € / shares			€ 363.00
Number of ordinary shares issued \| shares	94,508
Lincoln [Member]
IfrsStatementLineItems [Line Items]
Aggregate value \| $	$ 30,000
Commitment fee \| $	$ 900

INVESTMENT IN PUBLIC COMPANY

3 Months Ended

Jun. 30, 2023

Investment In Public Company

INVESTMENT IN PUBLIC COMPANY

NOTE 7. INVESTMENT IN PUBLIC COMPANY

The following is a discussion of the Company’s investment in Intensity Therapeutics, Inc. (“Intensity”) as of June 30, 2023 and March 31, 2023.

Intensity Therapeutics, Inc.

In connection with the SalvaRx Acquisition in fiscal 2019, the Company acquired a $4.5 million interest in Intensity, a private clinical stage biotechnology company, of 1.0 million shares, which represented a 7.5% equity interest in Intensity. The investment was recorded at fair value (which approximates cost) at the acquisition date. The investment in Intensity has been irrevocably designated as a financial asset recorded at fair value with gains and losses recorded through OCI. Upon Intensity’s IPO discussed below, effective June 30, 2023, the fair value of the asset is determined by quoted market price.

On July 11, 2019, the Company entered into an agreement with Fast Forward Innovations Limited (“Fast Forward”) to purchase Intensity Holdings Limited (“IHL”), a wholly-owned subsidiary of Fast Forward. The Company paid $1.3 million for IHL through the issuance of 129,806 ordinary shares of the Company. The sole asset of IHL consists of 288,458 shares of Intensity. This transaction increased the Company’s ownership of Intensity to 1,288,458 shares.

On October 28, 2021, Intensity filed a Form S-1 Registration Statement with the SEC to register shares for an initial public offering (“IPO”), which was declared effective by the SEC, but subsequently withdrawn prior to closing.

In October and November of 2022, Intensity filed amendments to its Form S-1 Registration Statement, which reflected a proposed offering price in the range of $4.00 - $5.00 per share, which is less than the Company’s carrying value, which was an external indication of impairment. Accordingly, the Company performed an IAS 36, “Impairment of Assets,” fair value analysis and determined a fair value of $3.363 million, which was $4.046 million less than the then carrying value at December 31, 2022. Intensity continued to seek a successful IPO during the fourth quarter of fiscal year ended March 31, 2023. At March 31, 2023, the Company undertook an IAS 36 fair value analysis based on the continued existence of external indications of impairment. The analysis included evaluating the likelihood of a successful IPO and the timing of such an event, as well as the then lack of marketability of the shares and the continued uncertainty surrounding an IPO, or any type of financing.

In April 2023, Intensity completed a 1:2 reverse stock split, which reduced the Company’s holdings to 644,229 shares. As the offering was priced at $4.00 to $5.00 per share, the Company determined the fair value of its interest to be $2.087 million. In total, the Company recorded an unrealized loss of $5.322 million with respect to Intensity for the fiscal year ended March 31, 2023, which was recognized through OCI, reducing the Company’s carrying value in Intensity to $2.087 million as of March 31, 2023.

On July 5, 2023, Intensity completed an IPO of its common stock selling 3,900,000 shares at a price of $5.00 per share generating net proceeds of approximately $16.2 million. In connection with the offering, Intensity’s common stock began trading on Nasdaq on June 30, 2023, under the ticker symbol “INTS.” The Intensity shares closed at a price of $5.96 on June 30, 2023. The Company received an additional 2,659 shares in connection with the offering pursuant to certain anti-dilution rights. Intensity sold its overallotment shares totaling 585,000 shares, which closed on July 7, 2023. At that date, the Company owned approximately 4.7% of the issued and outstanding shares of Intensity. The Company recorded unrealized gain of $1.768 million through OCI to reflect the difference between the market value of the Company’s ownership interest and its then carrying value, increasing the Company’s carrying value in Intensity to $3.855 million as of June 30, 2023. There was no unrealized gain or loss with respect to the Company’s investment in Intensity during the three months ended June 30, 2022.

Cover	3 Months Ended
Cover	Jun. 30, 2023
Cover [Abstract]
Document Type	6-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
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

(LOSS) PER SHARE (Tables)

3 Months Ended

Jun. 30, 2023

Profit or loss [abstract]

Schedule of basic and diluted EPS calculations


	Three Months Ended June 30,
Numerator (in 000’$)	2023			2022

Net loss attributable to owners of the Company	$	(5,919	)	$	(1,729	)
Denominator (in 000’)
Weighted average number of shares – Basic and Diluted		17,701			13,351
Basic and diluted (loss) per share	$	(0.33	)	$	(0.13	)

Schedule of anti-dilutive share

Schedule of anti-dilutive share
	As of June 30,
	2023		2022
Stock options		1,963,420		1,201,400
Restricted stock units		378,740		378,740

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022
Financial assets
Cash and cash equivalents	$ 7,698	$ 10,545	$ 21,176	$ 23,352
Financial liabilities
Lease liability - current	47
Lease liability - non-current	249
Deferred purchase price payable - Tarus	7,864	7,179
Deferred obligation - iOx milestone	4,552	4,126
Amortized Cost [Member]
Financial assets
Cash and cash equivalents	7,698	10,545
Prepaid expenses and other receivables	2,752	2,689
Convertible note receivable, including accrued interest, net of impairment
Investment in associate
Investment in public company
Financial liabilities
Accounts payable and accrued liabilities	2,591	1,865
Lease liability - current	47
Lease liability - non-current	249
Deferred purchase price payable - Tarus
Deferred obligation - iOx milestone
Fair Value To Other Comprehensive Income [Member]
Financial assets
Cash and cash equivalents
Prepaid expenses and other receivables
Convertible note receivable, including accrued interest, net of impairment
Investment in associate
Investment in public company	3,855	2,087
Fair Value Through Profit Or Loss [Member]
Financial assets
Cash and cash equivalents
Prepaid expenses and other receivables
Convertible note receivable, including accrued interest, net of impairment	442	442
Investment in associate	756	806
Investment in public company
Financial liabilities
Accounts payable and accrued liabilities
Lease liability - current
Lease liability - non-current
Deferred purchase price payable - Tarus	7,864	7,179
Deferred obligation - iOx milestone	$ 4,552	$ 4,126

BASIS OF PRESENTATION (Details Narrative)	1 Months Ended	3 Months Ended
BASIS OF PRESENTATION (Details Narrative)	Sep. 30, 2021	Jun. 30, 2023
IfrsStatementLineItems [Line Items]
Percentage of outstanding shares	60.49%
Subsidiaries Two [Member]
IfrsStatementLineItems [Line Items]
Non-controlling interest		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%

STOCK OPTION RESERVE (Tables)

3 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

Schedule of terms stock option reserve explanatory


	Three Months Ended June 30,
	2023				2022
(In thousands)	Non-Controlling Interest		Stock Option Reserve		Non-Controlling Interest		Stock Option Reserve
Balance, beginning of period	$	-	$	21,204	$	11,659	$	16,928
Share-based compensation expense		-		769		-		1,176
Balance, end of period	$	-	$	21,973	$	11,659	$	18,104

Schedule of outstanding stock options

Schedule of outstanding stock options
	Three Months Ended June 30,
	2023		2022		2023		2022
	PBI Amended and Restated 2021 Equity Incentive Plan				iOx Option Plan (Subsidiary Plan)
Balance, beginning of period		1,963,420		1,151,400		-		1,275
Granted		-		50,000		-		-
Expired or forfeited		-		-		-		(1,275	)
Balance, end of year		1,963,420		1,201,400		-		-
Exercisable, end of period		764,438		410,600		-		-

Schedule of weighted average exercise price and remaining contractual life


	As of June 30,
	2023		2022		2023		2022
	PBI Amended and Restated 2021 Equity Incentive Plan				iOx Option Plan (Subsidiary Plan)
Weighted average exercise price	$	10.53		15.26	$	-	$	-
Weighted average remaining contractual life (in years)		8.61		8.90		-		-

INVESTMENT IN ASSOCIATE (Details 1) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Investment In Associate
Beginning balance	$ 806	$ 1,673
Share of loss	(50)	(60)
Ending balance	$ 756	$ 1,613

GOING CONCERN (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
GOING CONCERN (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2023	Jul. 31, 2023
Notes and other explanatory information [abstract]
Cash and cash equivalents	$ 7,700
Total current liabilities	2,600
Net (loss) income	5,900
Cash used in operating activities	$ 3,500
Cash on hand		$ 6,400

Condensed Consolidated Interim Statements of Operations and Other Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Expenses
Research and development	$ 3,627	$ 1,876
General and administrative expenses	1,370	2,211
Loss from operations	(4,997)	(4,087)
Change in fair value of deferred purchase price payable - Tarus and deferred obligation - iOx milestone	(1,111)
Share of loss in associate accounted for using equity method	(50)	(60)
Change in fair value of warrant liability		1
Foreign exchange transaction gain (loss)	18	(52)
Depreciation expense	(11)
Interest income, net	80	21
Loss before (provision) benefit for income taxes	(6,071)	(4,177)
Income tax benefit	145	2,552
Net loss	(5,926)	(1,625)
Other comprehensive income (loss)
Net unrealized gain on investments	1,769
Total comprehensive loss for period	(4,157)	(1,625)
Net (loss) income attributable to:
Owners of the Company	(5,919)	(1,729)
Non-controlling interest	(7)	104
Comprehensive (loss) income attributable to:
Owners of the Company	(4,150)	(1,729)
Non-controlling interest	$ (7)	$ 104

INVESTMENT IN ASSOCIATE (Tables)

3 Months Ended

Jun. 30, 2023

Investment In Associate

Schedule of investment associate

Schedule of investment associate
Name	Principal Activity	Place of Incorporation and Principal Place of Business	Voting Rights Held as of June 30, 2023	Voting Rights Held as of March 31, 2023
Associate: Stimunity S.A.	Biotechnology	Paris, France	44.0%	44.0%

Schedule of investment in Stimunity S.A.


	As of and for the Three Months Ended June 30,
(In thousands)	2023			2022

Balance, beginning of period	$	806		$	1,673
Share of loss		(50	)		(60	)
Balance, end of period	$	756		$	1,613

(LOSS) PER SHARE (Details 1) - shares	3 Months Ended
(LOSS) PER SHARE (Details 1) - shares	Jun. 30, 2023	Jun. 30, 2022
Share options [member]
IfrsStatementLineItems [Line Items]
Anti-dilutive effect on loss per share	1,963,420	1,201,400
Restricted share units [member]
IfrsStatementLineItems [Line Items]
Anti-dilutive effect on loss per share	378,740	378,740

NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands	3 Months Ended
NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
IfrsStatementLineItems [Line Items]
Non-controlling interest, at beginning	$ (650)	$ 44,229
Net (loss) attributable to non-controlling interest	(7)	104
Non-controlling interest, at ending	(657)	44,333
I O X [Member]
IfrsStatementLineItems [Line Items]
Non-controlling interest, at beginning		44,701
Net (loss) attributable to non-controlling interest		175
Non-controlling interest, at ending		44,876
Saugatuck And Subsidiary [Member]
IfrsStatementLineItems [Line Items]
Non-controlling interest, at beginning	(650)	(472)
Net (loss) attributable to non-controlling interest	(7)	(71)
Non-controlling interest, at ending	$ (657)	$ (543)

Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss for the period	$ (5,926)	$ (1,625)
Adjustments for non-cash items:
Share-based compensation expense	769	1,176
Change in fair value of deferred purchase price payable – Tarus and deferred obligation – iOx milestone	1,111
Decrease in deferred tax liability	(148)	(2,552)
Share of loss in associate	50	60
Fair value of shares issued for services	30	30
Depreciation	11
Change in fair value of warrant liability		(1)
Changes in operating working capital:
Accounts receivable	(17)	(44)
Prepaid expenses and other receivables	(50)	(408)
Other assets	(10)
Accounts payable and accrued liabilities	726	1,188
Other	1
Net cash used in operating activities	(3,453)	(2,176)
Cash flows from financing activities:
Proceeds from shares issued under ATM and Committed Purchase Agreement	632
Share issuance costs	(19)
Repayment of lease liability	(7)
Net cash provided by financing activities	606
Decrease in cash and cash equivalents during period	(2,847)	(2,176)
Cash and cash equivalents at beginning of period	10,545	23,352
Cash and cash equivalents at end of period	7,698	21,176
Supplemental disclosure of cash flow information:
Net unrealized gain on investment in Intensity	1,769
Cash paid for interest	3
Supplemental disclosure of non-cash investing and financing activities:
Right to use asset acquired	303
Lease liability incurred	$ 303

IN-PROCESS RESEARCH AND DEVELOPMENT AND DEFERRED TAX LIABILITY

3 Months Ended

Jun. 30, 2023

In-process Research And Development And Deferred Tax Liability

IN-PROCESS RESEARCH AND DEVELOPMENT AND DEFERRED TAX LIABILITY

NOTE 10. IN-PROCESS RESEARCH AND DEVELOPMENT AND DEFERRED TAX LIABILITY

In-process research and development (“IPR&D”) consists of the following projects (in thousands):


		Value as of
Project #	Description	June 30, 2023		March 31, 2023
iOx:
PORT 2 (IMM60)	Melanoma & Lung Cancers	$	36,181	$	36,181
PORT 3 (IMM65)	Ovarian/Prostate Cancers		21,709		21,709
			57,890		57,890

Oncomer/Saugatuck	DNA Aptamers		178		178

Tarus:
PORT 6 & PORT 7	Adenosine Receptors		22,723		22,723
PORT 8	Adenosine Receptors		420		420
PORT 9	Adenosine Receptors		472		472
			23,615		23,615

In-process research and development		$	81,683	$	81,683

Deferred tax liability		$	13,510	$	13,195

At the end of each reporting period, the Company is required to assess whether there is any indication that an asset may be impaired. Pursuant to IAS 36, the Company evaluated the then-current capital markets, the increasing costs of capital, and the delays in the timing of asset development and concluded that provisions for impairment were required during the year ended March 31, 2023 with respect to the iOx IPR&D and the Tarus IPR&D. The Company recognized an impairment of $59.320 million with respect to the iOx assets, reducing the Company’s carrying value from $117.210 million to $57.890 million and an impairment of $4.585 million with respect to the Tarus assets, reducing the Company’s carrying value from $28.2 million to $23.615 million. The deferred tax liability in the U.K. was reduced as a result of the IPR&D impairment loss recognized by iOx for financial statement purposes.

Deferred tax liability represents iOx’s estimated tax on the difference between book and tax basis of the IPR&D, which is taxable in the U.K, and the effect of usable net operating loss carryforwards.

INCOME TAXES (Details 3) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
IfrsStatementLineItems [Line Items]
Pre-tax loss	$ (6,071)	$ (4,177)
Share-based compensation expense for financial statement purposes for which no benefit was taken	683
Losses not subject to tax	3,886	2,468
Utilization of losses not previously benefitted	(59)	(34)
Taxable income (loss)	(1,561)	(1,743)
United State [Member]
IfrsStatementLineItems [Line Items]
Pre-tax loss	(609)	34
Share-based compensation expense for financial statement purposes for which no benefit was taken	683
Losses not subject to tax
Utilization of losses not previously benefitted	(59)	(34)
Taxable income (loss)	15
B V I [Member]
IfrsStatementLineItems [Line Items]
Pre-tax loss	(3,886)	(2,468)
Share-based compensation expense for financial statement purposes for which no benefit was taken
Losses not subject to tax	3,886	2,468
Utilization of losses not previously benefitted
Taxable income (loss)
United Kingdom [Member]
IfrsStatementLineItems [Line Items]
Pre-tax loss	(1,576)	(1,743)
Share-based compensation expense for financial statement purposes for which no benefit was taken
Losses not subject to tax
Utilization of losses not previously benefitted
Taxable income (loss)	$ (1,576)	$ (1,743)

SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Jun. 30, 2023

Significant Accounting Policies

Recent Accounting Pronouncements

Recent Accounting Pronouncements

IFRS Pronouncements Issued

Impact of Adoption of Significant New IFRS Standards in Fiscal 2023

(a)

Annual Improvements to IFRS Standards 2018-2020

The annual improvements process addresses issues in the 2018-2020 reporting cycles including changes to IFRS 9, “Financial Instruments,” IFRS 1, “First Time Adoption of IFRS,” IFRS 16, “Leases,” and IAS 41, “Biological Assets”.

The amendment to IFRS 9 addresses which fees should be included in the 10% test for derecognition of financial liabilities.

ii)

The amendment to IFRS 1 allows a subsidiary adopting IFRS at a later date than its parent to also measure cumulative translation differences using the amounts reported by the parent based on the parent’s date of transition to IFRS.

iii)

The amendment to IFRS 16’s illustrative example 13 removes the illustration of payments from the lessor related to leasehold improvements.

These amendments were effective for annual periods beginning on or after January 1, 2022. 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 months ended June 30, 2023.

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 are listed below. This listing is of standards and interpretations issued, which the Company reasonably expects to be applicable at a future date. The Company intends to adopt those standards when they become effective.

(a)

IAS 1: Presentation of Financial Statements

The amendment to IAS 1 clarifies how to classify debt and other liabilities as either current or non-current. The amendment will be effective for annual periods beginning on or after January 1, 2024. The Company is currently evaluating the new guidance and impacts on its consolidated financial statements.

(b)

Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and Its Associate or Joint Venture

The amendment addresses the conflict between IFRS 10, “Consolidated Financial Statements,” and IAS 28, “Investments in Associates and Joint Ventures,” in dealing with the loss of control of a subsidiary that is sold or contributed to an associate or joint venture. The amendments clarify that the gain or loss resulting from the sale or contribution of assets that constitute a business, as defined in IFRS 3, “Business Combinations,” between an investor and its associate or joint venture, is recognized in full. Any gain or loss resulting from the sale or contribution of assets that do not constitute a business, however, is recognized only to the extent of unrelated investors' interests in the associate or joint venture. The IASB has deferred the effective date of these amendments indefinitely, but an entity that early adopts the amendments must apply them prospectively. The Company is evaluating whether the adoption of the above amendment will have a material impact on its financial statements.

IN-PROCESS RESEARCH AND DEVELOPMENT AND DEFERRED TAX LIABILITY (Tables)

3 Months Ended

Jun. 30, 2023

In-process Research And Development And Deferred Tax Liability

Schedule of in-process research and development


		Value as of
Project #	Description	June 30, 2023		March 31, 2023
iOx:
PORT 2 (IMM60)	Melanoma & Lung Cancers	$	36,181	$	36,181
PORT 3 (IMM65)	Ovarian/Prostate Cancers		21,709		21,709
			57,890		57,890

Oncomer/Saugatuck	DNA Aptamers		178		178

Tarus:
PORT 6 & PORT 7	Adenosine Receptors		22,723		22,723
PORT 8	Adenosine Receptors		420		420
PORT 9	Adenosine Receptors		472		472
			23,615		23,615

In-process research and development		$	81,683	$	81,683

Deferred tax liability		$	13,510	$	13,195

INCOME TAXES (Details 4) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023
Deferred tax assets:
Net operating loss	$ (4,594)	$ (4,131)
Deferred tax asset (unrecognized)	1,500	1,500
Deferred tax asset	(3,094)	(2,631)
Deferred tax liabilities:
In-process research and development	13,510	13,195
Deferred tax liability	13,510	13,195
Net deferred tax liability	$ 10,416	$ 10,564

ACQUISITION OF TARUS (Details 1) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
IfrsStatementLineItems [Line Items]
Loss before provision for income taxes	$ (6,071)	$ (4,177)
Net loss	(5,926)	(1,625)
Total comprehensive loss for period	$ (4,157)	(1,625)
Tarus Acquisition [Member]
IfrsStatementLineItems [Line Items]
Loss from operations		(3,788)
Loss before provision for income taxes		(3,893)
Net loss		(1,341)
Total comprehensive loss for period		$ (1,341)
Loss per share		$ (0.09)

- Definition

The amount of change in equity resulting from transactions and other events, other than those changes resulting from transactions with owners in their capacity as owners.

+ References + Details

- Definition

The total of income less expenses from continuing and discontinued operations, excluding the components of other comprehensive income. [Refer: Other comprehensive income]

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Name IAS
-Number 7
-IssueDate 2023-01-01
-Paragraph 18
-Subparagraph b
-URI https://taxonomy.ifrs.org/xifrs-link?type=IAS&num=7&code=ifrs-tx-2023-en-r&anchor=para_18_b&doctype=Standard
-URIDate 2023-03-23

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 1
-IssueDate 2023-01-01
-Paragraph 32
-Subparagraph a
-Clause ii
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=1&code=ifrs-tx-2023-en-r&anchor=para_32_a_ii&doctype=Standard
-URIDate 2023-03-23

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 1
-IssueDate 2023-01-01
-Paragraph 24
-Subparagraph b
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=1&code=ifrs-tx-2023-en-r&anchor=para_24_b&doctype=Standard
-URIDate 2023-03-23

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 8
-IssueDate 2023-01-01
-Paragraph 28
-Subparagraph b
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=8&code=ifrs-tx-2023-en-r&anchor=para_28_b&doctype=Standard
-URIDate 2023-03-23

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 8
-IssueDate 2023-01-01
-Paragraph 23
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=8&code=ifrs-tx-2023-en-r&anchor=para_23&doctype=Standard
-URIDate 2023-03-23

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Name IFRS
-Number 12
-IssueDate 2023-01-01
-Paragraph B10
-Subparagraph b
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=12&code=ifrs-tx-2023-en-r&anchor=para_B10_b&doctype=Appendix&subtype=B
-URIDate 2023-03-23

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Name IFRS
-Number 17
-IssueDate 2023-01-01
-Paragraph 113
-Subparagraph b
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=17&code=ifrs-tx-2023-en-r&anchor=para_113_b&doctype=Standard
-URIDate 2023-03-23

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Name IAS
-Number 1
-IssueDate 2023-01-01
-Paragraph 81A
-Subparagraph a
-URI https://taxonomy.ifrs.org/xifrs-link?type=IAS&num=1&code=ifrs-tx-2023-en-r&anchor=para_81A_a&doctype=Standard
-URIDate 2023-03-23

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Name IAS
-Number 1
-IssueDate 2023-01-01
-Paragraph 106
-Subparagraph d
-Clause i
-URI https://taxonomy.ifrs.org/xifrs-link?type=IAS&num=1&code=ifrs-tx-2023-en-r&anchor=para_106_d_i&doctype=Standard
-URIDate 2023-03-23

+ Details

(LOSS) PER SHARE

3 Months Ended

Jun. 30, 2023

Profit or loss [abstract]

(LOSS) PER SHARE

NOTE 14. (LOSS) PER SHARE

Basic earnings per share (“EPS”) is calculated by dividing the net income (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 income (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.

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


	Three Months Ended June 30,
Numerator (in 000’$)	2023			2022

Net loss attributable to owners of the Company	$	(5,919	)	$	(1,729	)
Denominator (in 000’)
Weighted average number of shares – Basic and Diluted		17,701			13,351
Basic and diluted (loss) per share	$	(0.33	)	$	(0.13	)

The inclusion of the Company’s stock options, RSUs and share purchase warrants 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 months ended June 30, 2023 and 2022. 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.

Schedule of anti-dilutive share
	As of June 30,
	2023		2022
Stock options		1,963,420		1,201,400
Restricted stock units		378,740		378,740

STOCK OPTION RESERVE (Details 2) - $ / shares	3 Months Ended
STOCK OPTION RESERVE (Details 2) - $ / shares	Jun. 30, 2023	Jun. 30, 2022
Stock Options Two [Member]
IfrsStatementLineItems [Line Items]
Weighted average exercise price
P B I 2021 Equity Incentive Plan [Member]
IfrsStatementLineItems [Line Items]
Weighted average exercise price	$ 10.53	$ 15.26
Weighted average remaining contractual life (in years)	8 years 7 months 9 days	8 years 10 months 24 days

INCOME TAXES

3 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

INCOME TAXES

NOTE 11. 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 (expense) benefit from income taxes consists of the following for the three months ended June 30, 2023 and 2022 (U.S. Dollars in thousands):

Schedule of income taxes benefit
	For the Three Months Ended June 30,
(In thousands)	2023			2022

Current:
Federal	$	(3	)	$	-
State and local		-			-
Foreign		-			-
Total current		(3	)		-

Deferred:
Federal		-			-
State and local		-			-
Foreign		148			2,552
Total deferred		148			2,552
Benefit from income taxes	$	145		$	2,552

The following is a reconciliation of the U.S. taxes to the effective income tax rates for the three months ended June 30, 2023 and 2022 (U.S. Dollars in thousands):


	Three Months Ended June 30,
	2023			2022
(Loss) income on ordinary activities before tax	$	(605	)	$	34
Statutory U.S. income tax rate		21.0	%		21.0	%
Income tax benefit (expense) at statutory income tax rate		127			(7	)
Share-based compensation expense recognized for financial statement purposes		(142	)		-
Other losses recognized		-			7
Utilization of losses not previously benefitted		12			-
Income tax (expense)	$	(3	)	$	-

As of June 30, 2023, the Company had $0.6 million of federal net operating losses, which carryforward indefinitely but are limited to 80% of taxable income when utilized and $0.4 million of items deducted for financial statements but not tax, excluding share-based compensation. As of each of June 30, 2023 and March 31, 2023, the Company had U.S. deferred tax assets of $0.2 million.

The following is a reconciliation of the U.K. taxes to the effective income tax rates for the three months ended June 30, 2023 and 2022 (U.S. Dollars in thousands):

Schedule of effective income tax rates
	Three Months Ended June 30,
	2023			2022
Loss on ordinary activities before tax	$	1,576		$	1,743
Statutory U.K. income tax rate		25.0	%		19.0	%
Loss at statutory income tax rate		394			331

Change from increase in deferred income tax rate		-			105
Recognition of deferred tax assets		-			-
Foreign currency effect		(246	)		2,116
Income tax benefit	$	148		$	2,552

Research and development credit receivables of $0.2 million were included in prepaid expenses and other receivables on the condensed consolidated interim statements of financial position as of each of June 30, 2023 and March 31, 2023. The receivable was collected in July 2023.

The following is a reconciliation of financial statement income (loss) to tax basis income (loss) (in thousands):


	Three Months Ended
	June 30, 2023												June 30, 2022
	United States			BVI			United Kingdom			Total			United States			BVI			Foreign			Total

Pre-tax loss	$	(609	)	$	(3,886	)	$	(1,576	)	$	(6,071	)	$	34		$	(2,468	)	$	(1,743	)	$	(4,177	)
Share-based compensation expense for financial statement purposes for which no benefit was taken		683			-			-			683			-			-			-			-
Losses not subject to tax		-			3,886			-			3,886			-			2,468			-			2,468
Utilization of losses not previously benefitted		(59	)		-			-			(59	)		(34	)		-			-			(34	)
Taxable income (loss)	$	15		$	-		$	(1,576	)	$	(1,561	)	$	-		$	-		$	(1,743	)	$	(1,743	)

As of June 30, 2023 and March 31, 2023, the Company’s deferred tax assets and liabilities in the U.K. consisted of the effects of temporary differences attributable to the following (U.S. Dollars in thousands):


	As of June 30,			As of March 31,
	2023			2023
Deferred tax assets:
Net operating loss	$	(4,594	)	$	(4,131	)
Deferred tax asset (unrecognized)		1,500			1,500
Deferred tax asset		(3,094	)		(2,631	)

Deferred tax liabilities:
In-process research and development		13,510			13,195
Deferred tax liability		13,510			13,195

Net deferred tax liability	$	10,416		$	10,564

iOx generated no research and development cash credits recorded for the three months ended June 30, 2023.

As of June 30, 2023 and March 31, 2023, iOx had a net deferred tax liability of approximately $10.4 million and approximately $10.6 million, respectively. On January 8, 2019, the Company originally recognized a $19.8 million deferred tax liability, reflecting the then prevailing U.K. tax rate of 17% on the difference between the book and income tax basis of IPR&D acquired as part of the SalvaRx Acquisition. In the fiscal 2022, the Company recorded a $7.0 million increase in deferred income taxes to reflect a future change in the U.K. income tax rate to 25% effective April 1, 2023 and recognized $0.7 million of current year losses and $0.8 million of prior year losses. The Company also recognized a $1.1 million decrease in deferred tax liability in fiscal 2022 to reflect the effect of the change in exchange rates on the liability settleable in British pound sterling. For the year ended March 31, 2023, the Company recognized an aggregate reduction in net deferred tax liability of $17.9 million, comprised of $11.3 million to recognized the deferred tax effect of loss on impairment recognized with respect to the iOx IPR&D, $0.7 million related to other current year losses, $3.8 million to reflect the change related to the future U.K. tax rates and $2.1 million to reflect the effect of the change in exchange rates on the liability settleable in British pound sterling. For the three months ended June 30, 2023, the Company recognized a net decrease in the deferred tax liability of $0.1 million comprised of $0.3 million to reflect the effect of the change in exchange rates on the liability in the period and recognized $0.4 million of current period losses.

There is no expiration date for accumulated tax losses in the U.K. entities.

PREPAID EXPENSES AND OTHER RECEIVABLES (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023
Prepaid Expenses And Other Receivables
Prepaid clinical research costs	$ 1,783	$ 1,653
Prepaid insurance	446	621
Research & development tax credits	186	169
Other prepaid expenses	151	56
Tax deposits	115	119
Other receivables	71	71
Total prepaid expenses and other receivables	$ 2,752	$ 2,689

NON-CONTROLLING INTEREST (Tables)

3 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

Schedule of non-controlling interest

Schedule of non-controlling interest
(In thousands)	iOx		Saugatuck and subsidiary			Total
Non-controlling interest as of April 1, 2023	$	-	$	(650	)	$	(650	)
Net loss attributable to non-controlling interest		-		(7	)		(7	)
Non-controlling interest as of June 30, 2023	$	-	$	(657	)	$	(657	)

(In thousands)	iOx		Saugatuck and subsidiary			Total
Non-controlling interest as of April 1, 2022	$	44,701	$	(472	)	$	44,229
Net income (loss) attributable to non-controlling interest		175		(71	)		104
Non-controlling interest as of June 30, 2022	$	44,876	$	(543	)	$	44,333

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

3 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

NOTE 17. 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 June 30, 2023 and March 31, 2023:

Schedule of financial instruments
	As of June 30, 2023						As of March 31, 2023
	Amortized Cost		FVTOCI		FVTPL		Amortized Cost		FVTOCI		FVTPL

Financial assets
Cash and cash equivalents	$	7,698	$	-	$	-	$	10,545	$	-	$	-
Prepaid expenses and other receivables	$	2,752	$	-	$	-	$	2,689	$	-	$	-
Convertible note receivable, including accrued interest, net of impairment	$	-	$	-	$	442	$	-	$	-	$	442
Investment in associate	$	-	$	-	$	756	$	-	$	-	$	806
Investment in public company	$	-	$	3,855	$	-	$	-	$	2,087	$	-


	As of June 30, 2023				As of March 31, 2023
	Amortized Cost		FVTPL		Amortized Cost		FVTPL
Financial liabilities
Accounts payable and accrued liabilities	$	2,591	$	-	$	1,865	$	-
Lease liability - current	$	47	$	-	$	-	$	-
Lease liability - non-current	$	249	$	-	$	-	$	-
Deferred purchase price payable - Tarus	$	-	$	7,864	$	-	$	7,179
Deferred obligation - iOx milestone	$	-	$	4,552	$	-	$	4,126

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 private and public entities, accounts payable, lease liability, deferred purchase price payable, deferred obligation and unsecured notes payable.

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:

Investment in Associate: The fair value of the Stimunity investment was determined based on an IAS 36 fair value analysis evaluating the likelihood of various scenarios given the then-current market conditions, the increasing cost of capital and development delays associated with Stimunity’s lack of liquidity (Level 3). The Company recorded a provision of impairment of $0.607 million with respect to the investment in associate decreasing the carrying value of the investment in associate to $0.806 million as of March 31, 2023. There was no provision for impairment recorded in the three months ended June 30, 2023. See Note 6, “Investment in Associate,” for a further discussion.

Convertible Note Receivable: The fair value of the Stimunity Convertible Note receivable denominated in euros at initial recognition is the transaction price for the instrument adjusted for the effect of the currency translation rate on the reporting date (Level 3) (see Note 15, “Commitments and Contingent Liabilities – Stimunity Convertible Note”). The Stimunity Convertible Note was initially recorded at $0.614 million to record the translated value of the Stimunity Convertible Note on September 12, 2022. The Company recognized an unrealized gain of $0.039 million through OCI in Fiscal 2023 to reflect the change in translation rate for the Stimunity Convertible Note settleable in euros, increasing the carrying value of the Stimunity Convertible Note to $0.653 million. As of March 31, 2023, the Company determined that there were indications of impairment, based upon the inability of Stimunity to obtain financing. The Company performed an IAS 36 fair value analysis evaluating the likelihood of various scenarios given the then-current market conditions, the increasing cost of capital and development delays associated with Stimunity’s lack of liquidity. The Company recorded an impairment of $0.211 million resulting from the impairment analysis decreasing the carrying value of the Stimunity Convertible Note to $0.442 million as of March 31, 2023. The Company recorded a nominal unrealized gain in the three months ended June 30, 2023 with respect to the Stimunity Convertible Note.

Investment in Public Company: Upon Intensity’s IPO effective June 30, 2023, the fair value of the investment is determined by the quoted market price (Level 1).

Accrued Equity Issuable: The fair value is estimated based on the average of the quoted market prices for the period in which the shares were earned (Level 1).

Lease Liability - Current: The lease liability - current represents the present value of the lease payments due over the next twelve months discounted at the Company’s incremental borrowing rate (Level 2).

Lease Liability - Non-Current: The lease liability - non-current represents the present value of the lease payments due under the lease less the current portion of such payments discounted at the Company’s incremental borrowing rate (Level 2).

Deferred Purchase Price Payable - Tarus: The fair value is the estimated value of a future contingent obligation based upon a fair value analysis performed in accordance with IFRS 3 at acquisition date, adjusted at each reporting date for any change in fair value (Level 3) (see Note 9, “Acquisition of Tarus”). The fair value was determined using the Income Approach and was based upon the analysis on the Tarus clinical plan, the timing of development events and the probabilities of success determined primarily based upon empirical third party data and Company experience, as well as the relevant cost of capital. The Company recorded a (loss) from the change (increase) in fair value of the liability of $0.685 million for the three months ended June 30, 2023.

Deferred Obligation - iOx Milestone: The fair value is the estimated value of a future contingent obligation based upon a fair value analysis performed in accordance with IFRS 3 as of July 18, 2022, the date of the Share Exchange Agreement, adjusted at each reporting date for any change in fair value (Level 3) (see Note 16, “Related Party Transactions – Share Exchange Agreement – iOx”). The fair value was determined using the Income Approach and based on factors including the clinical plan, the timing of development events and the probabilities of success determined primarily based upon empirical third party data and Company experience, as well as the relevant cost of capital. The Company recorded a (loss) from the change (increase) in fair value of the liability of $0.426 million for the three months ended June 30, 2023.

Fair Value Hierarchy

The investment in public company (Intensity) was transferred from Level 3 to Level 1 of the fair value hierarchy for the three months ended June 30, 2023 as the result of Intensity’s IPO. For the year ended March 31, 2023, the fair value of the investment was determined based on an IAS 36 impairment analysis after determining there were external indications of impairment (Level 3). See Note 7, “Investment in Public Company.”

The Company’s 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 June 30, 2023 and March 31, 2023, 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 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 2, “Going Concern,” and Note 12, “Capital Stock,” for a discussion of the Company’s share offering and Note 15, “Commitments and Contingent Liabilities – Committed Purchase Agreement,” for a further discussion.

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 and the Stimunity Convertible Note receivable settleable in euros.

CAPITAL DISCLOSURES (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023
Capital Disclosures
Accounts payable and accrued liabilities	$ 2,600	$ 1,900
Lease liability current	47
Current assets	10,900	13,700
Shareholders' equity attributable to owners	$ 73,300	$ 76,000

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Current:
Federal	$ (3)
State and local
Foreign
Total current	(3)
Deferred:
Federal
State and local
Foreign	148	2,552
Total deferred	148	2,552
Benefit from income taxes	$ 145	$ 2,552

CAPITAL DISCLOSURES

3 Months Ended

Jun. 30, 2023

Capital Disclosures

CAPITAL DISCLOSURES

NOTE 18. CAPITAL DISCLOSURES

The Company considers the items included in shareholders’ equity as capital. The Company had accounts payable and accrued liabilities of approximately $2.6 million and lease liability - current of $0.047 million as of June 30, 2023 (accounts payable and accrued liabilities of approximately $1.9 million as of March 31, 2023) and current assets of approximately $10.9 million as of June 30, 2023 (approximately $13.7 million as of March 31, 2023). 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.

As of June 30, 2023, shareholders’ equity attributable to the owners of the company was approximately $73.3 million (approximately $76.0 million as of March 31, 2023).

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 three months ended June 30, 2023 and 2022.

STOCK OPTION RESERVE (Details Narrative) $ / shares in Units, $ in Thousands							3 Months Ended		12 Months Ended
	Mar. 30, 2023 $ / shares shares	Jul. 27, 2022 $ / shares shares	Jun. 08, 2022 $ / shares shares	Feb. 15, 2022 $ / shares shares	Jan. 19, 2022 $ / shares shares	Jan. 13, 2021 $ / shares shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2023 shares
IfrsStatementLineItems [Line Items]
Number of shares available for awards	746,120
Exercisable price \| $ / shares	$ 2.92
Number of shares available for awards	879,180
Expiration date	Mar. 30, 2033
Number of shares purchased	14,600
Number of shares available for granted	87,600
Total of stock options granted to employees	651,020
Stock options granted to consultant	7,500
Share based compensation expense \| $							$ 800	$ 1,200
Vested Options [Member]
IfrsStatementLineItems [Line Items]
Options outstanding							7,500			7,500
Unvested Options [Member]
IfrsStatementLineItems [Line Items]
Options outstanding							738,620			738,620
Board Of Directors [Member]
IfrsStatementLineItems [Line Items]
Option issued						350,000
Consultants [Member]
IfrsStatementLineItems [Line Items]
Option issued						518,000
N 2021 Equity Incentive Plan [Member]
IfrsStatementLineItems [Line Items]
Option issued						868,000
Exercise price \| $ / shares						$ 17.75
Restricted Stock Units [Member]
IfrsStatementLineItems [Line Items]
Number of shares available for awards						243,000
Fair value per share \| $ / shares						$ 17.75
Compensation expense \| $									$ 4,300
Amended And Restated 2021 Equity Incentive Plan [Member]
IfrsStatementLineItems [Line Items]
Number of shares available for awards					302,000
Fair value per share \| $ / shares					$ 10.22
Number of shares available for awards	2,880,992
Share based compensation expense \| $							$ 3,400
Amended And Restated 2021 Equity Incentive Plan [Member] \| Board Of Directors [Member]
IfrsStatementLineItems [Line Items]
Number of shares available for awards		15,900
Exercisable price \| $ / shares		$ 10.06
Amended And Restated 2021 Equity Incentive Plan [Member] \| Two Members [Member]
IfrsStatementLineItems [Line Items]
Number of shares available for awards					13,800
Amended And Restated 2021 Equity Incentive Plan [Member] \| Employees [Member]
IfrsStatementLineItems [Line Items]
Number of shares available for awards					288,200
Amended And Restated 2021 Equity Incentive Plan [Member] \| Directors [Member]
IfrsStatementLineItems [Line Items]
Number of shares available for awards				13,800	135,740
Fair value per share \| $ / shares				$ 8.59	$ 10.22
Amended And Restated 2021 Equity Incentive Plan [Member] \| Executive [Member]
IfrsStatementLineItems [Line Items]
Number of shares available for awards			50,000
Exercisable price \| $ / shares			$ 11.00

STOCK OPTION RESERVE (Details 1) - shares	3 Months Ended
STOCK OPTION RESERVE (Details 1) - shares	Jun. 30, 2023	Jun. 30, 2022
Stock Options Two [Member]
IfrsStatementLineItems [Line Items]
Beginning balance		1,275
Granted
Expired or forfeited		(1,275)
Ending balance
Exercisable as at end
P B I 2021 Equity Incentive Plan [Member]
IfrsStatementLineItems [Line Items]
Beginning balance	1,963,420	1,151,400
Granted		50,000
Expired or forfeited
Ending balance	1,963,420	1,201,400
Exercisable as at end	764,438	410,600

INCOME TAXES (Details 2) - USD ($) $ in Thousands	3 Months Ended
INCOME TAXES (Details 2) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Notes and other explanatory information [abstract]
Loss on ordinary activities before tax	$ 1,576	$ 1,743
Statutory U.K. income tax rate	25.00%	19.00%
Loss at statutory income tax rate	$ 394	$ 331
Change from increase in deferred income tax rate		105
Recognition of deferred tax assets
Foreign currency effect	(246)	2,116
Income tax benefit	$ 148	$ 2,552

SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Jun. 30, 2023

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 the fiscal year ended March 31, 2023 (“Fiscal 2023”). 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 2023

(a)

Annual Improvements to IFRS Standards 2018-2020

The amendment to IFRS 9 addresses which fees should be included in the 10% test for derecognition of financial liabilities.

ii)

iii)

The amendment to IFRS 16’s illustrative example 13 removes the illustration of payments from the lessor related to leasehold improvements.

New Accounting Standards, Interpretations and Amendments

(a)

IAS 1: Presentation of Financial Statements

(b)

Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and Its Associate or Joint Venture

CAPITAL STOCK (Tables)

3 Months Ended

Jun. 30, 2023

Capital Stock

Schedule of unlimited number of common shares without par value


	Three Months Ended June 30,
	2023				2022
	Ordinary Shares		Amount		Ordinary Shares		Amount
	In 000’		In 000’$		In 000’		In 000’$
Balance, beginning of period		17,606	$	218,782		13,349	$	158,324
Shares issued under public offering and ATM, net of issue costs		171		613		-		-
Shares issued or accrued for services		9		30		4		30
Balance, end of period		17,786	$	219,425		13,353	$	158,354

NON-CONTROLLING INTEREST

3 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

NON-CONTROLLING INTEREST

NOTE 19. NON-CONTROLLING INTEREST

Schedule of non-controlling interest
(In thousands)	iOx		Saugatuck and subsidiary			Total
Non-controlling interest as of April 1, 2023	$	-	$	(650	)	$	(650	)
Net loss attributable to non-controlling interest		-		(7	)		(7	)
Non-controlling interest as of June 30, 2023	$	-	$	(657	)	$	(657	)

(In thousands)	iOx		Saugatuck and subsidiary			Total
Non-controlling interest as of April 1, 2022	$	44,701	$	(472	)	$	44,229
Net income (loss) attributable to non-controlling interest		175		(71	)		104
Non-controlling interest as of June 30, 2022	$	44,876	$	(543	)	$	44,333

On September 8, 2021, the Company, through SalvaRx, completed a settlement of loans (including interest) to and receivables from iOx for services rendered in exchange for 23,772 ordinary shares of iOx at a price of £162. On July 18, 2022, the Company completed the acquisition of the remaining non-controlling interest in iOx, by issuing 1,070,000 shares of its ordinary shares and assuming certain milestone obligations. See Note 16, “Related Party Transactions – Share Exchange Agreement – iOx” for a discussion of the Company’s purchase of the balance of the non-controlling interest in iOx.

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

Condensed Consolidated Interim Statements of Financial Position (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023
Current assets
Cash and cash equivalents	$ 7,698	$ 10,545
Prepaid expenses and other receivables	2,752	2,689
Convertible note receivable	442	442
Total current assets	10,892	13,676
Non-current assets
Investment in associate	756	806
Investment in public company	3,855	2,087
In-process research and development	81,683	81,683
Deferred commitment fee	839	839
Right to use asset	293
Other assets, including equipment, net	51	38
Total non-current assets	87,477	85,453
Total assets	98,369	99,129
Current liabilities
Accounts payable and accrued liabilities	2,591	1,865
Lease liability - current, including interest	47
Total current liabilities	2,638	1,865
Non-current liabilities
Lease liability - non-current	249
Deferred tax liability	10,416	10,564
Deferred purchase price payable - Tarus	7,864	7,179
Deferred obligation - iOx milestone	4,552	4,126
Total non-current liabilities	23,081	21,869
Total liabilities	25,719	23,734
Shareholders’ Equity
Capital stock	219,425	218,782
Stock option reserve	21,973	21,204
Accumulated other comprehensive loss	(2,556)	(4,325)
Accumulated deficit	(165,535)	(159,616)
Total equity attributable to owners of the Company	73,307	76,045
Non-controlling interest	(657)	(650)
Total equity	72,650	75,395
Total liabilities and equity	98,369	99,129
Commitments and Contingent Liabilities (Note 15)

INVESTMENT IN ASSOCIATE

3 Months Ended

Jun. 30, 2023

Investment In Associate

INVESTMENT IN ASSOCIATE

NOTE 6. INVESTMENT IN ASSOCIATE

Details of the Company’s associate, Stimunity S.A. (“Stimunity”), as of June 30, 2023 and March 31, 2023 are as follows:

Schedule of investment associate
Name	Principal Activity	Place of Incorporation and Principal Place of Business	Voting Rights Held as of June 30, 2023	Voting Rights Held as of March 31, 2023
Associate: Stimunity S.A.	Biotechnology	Paris, France	44.0%	44.0%

The following table is a roll-forward of the Company’s investment in Stimunity as of and for the three months ended June 30, 2023 and 2022:


	As of and for the Three Months Ended June 30,
(In thousands)	2023			2022

Balance, beginning of period	$	806		$	1,673
Share of loss		(50	)		(60	)
Balance, end of period	$	756		$	1,613

The Company accounts for its investment in Stimunity under the equity method and, accordingly, records its share of Stimunity’s earnings or loss based on its ownership percentage. The Company recorded loss in equity in Stimunity of $50,000 and $60,000 for the three months ended June 30, 2023 and 2022, respectively.

Under the Shareholders’ Agreement entered into on June 1, 2020, Portage has (i) a preferential subscription right to maintain its equity interest in Stimunity in the event of a capital increase from the issuance of new securities by Stimunity, except for issuances of new securities for stock options, under a merger plan or for an acquisition, and (ii) the right to vote against any (a) issuances of additional securities that would call for Portage to waive its preferential subscription right, or (b) any dilutive issuance.

On July 13, 2022, the Company entered into a commitment with Stimunity to provide €600,000 under a convertible note (the “Stimunity Convertible Note”) with a maturity date of September 1, 2023 (the “Maturity Date”). The Stimunity Convertible Note provides for simple interest at 7% per annum. The Stimunity Convertible Note is automatically converted into Series A shares of Stimunity upon Stimunity completing a Series A round for at least €20 million. If such subscription round is completed prior to the Maturity Date, the Company will be entitled to convert the Stimunity Convertible Note into Series A shares of Stimunity at the subscription share price less 15%. Additionally, if Stimunity completes a financing with a new category of shares (other than Common Shares or Series A shares) for at least €5 million (the “Minimum Raise”), the Company will have the right to convert the Stimunity Convertible Note and the historical Series A shares of Stimunity owned into the new category of shares. In the event that Stimunity does not close a financing prior to the Maturity Date or raises less than the Minimum Raise, the Company will have the right to convert the Stimunity Convertible Note into Series A shares at €363.00 per share or the raise price less 15%, whichever is lower. The Stimunity Convertible Note was funded on September 12, 2022. See Note 15, “Commitments and Contingent Liabilities – Stimunity Convertible Note,” for a further discussion.

The Stimunity Convertible Note was initially recorded at $0.614 million to record the translated value of the Stimunity Convertible Note on September 12, 2022. The Company recognized an unrealized gain of $0.039 million through other comprehensive income (“OCI”) in Fiscal 2023 to reflect the change in translation rate for the Stimunity Convertible Note settleable in euros, increasing the carrying value of the Stimunity Convertible Note to $0.653 million.

As of March 31, 2023, the Company determined that there were indications of impairment of both the investment in associate and the Stimunity Convertible Note receivable, based upon the inability of Stimunity to obtain financing. The Company performed an IAS 36 fair value analysis evaluating the likelihood of various scenarios given the then-current market conditions, the increasing cost of capital and development delays associated with Stimunity’s lack of liquidity. The Company recorded provisions of impairment of $0.607 million and $0.211 million, with respect to the investment in associate and the Stimunity Convertible Note receivable, respectively, decreasing the carrying value of the investment in associate and the Stimunity Convertible Note to $0.806 million and $0.442 million, respectively, as of March 31, 2023.

During the three months ended June 30, 2023, the Company recorded a loss of $0.05 million to recognize its share of Stimunity’s results of operations and recorded a marginal gain through OCI to reflect the translation rate effect on the Stimunity Convertible Note settleable in euros. The Company determined that there were no significant changes in the market or Stimunity’s outlook from March 31, 2023 to June 30, 2023, and, accordingly, determined that the carrying value at June 30, 2023 was not further impaired.

INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2022	Mar. 31, 2023
IfrsStatementLineItems [Line Items]
Federal net operating losses	$ 600
Deferred tax assets	200			$ 200
Research and development credit receivables	200			200
Deferred tax liabilities	10,416			10,564
Deferred income taxes		$ 7,000
Current year losses	700
Increase (Decrease) in deferred tax liability			$ 1,100
Deferred tax liability	100
Change in exchange rates on the liability	300
Exchange rates losses	400
I O X [Member]
IfrsStatementLineItems [Line Items]
Deferred tax liabilities	$ 10,400			$ 10,600

CAPITAL STOCK

3 Months Ended

Jun. 30, 2023

Capital Stock

CAPITAL STOCK

NOTE 12. CAPITAL STOCK

(a)

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

(b)

The following is a roll-forward of Portage ordinary shares for the years ended June 30, 2023 and 2022:


	Three Months Ended June 30,
	2023				2022
	Ordinary Shares		Amount		Ordinary Shares		Amount
	In 000’		In 000’$		In 000’		In 000’$
Balance, beginning of period		17,606	$	218,782		13,349	$	158,324
Shares issued under public offering and ATM, net of issue costs		171		613		-		-
Shares issued or accrued for services		9		30		4		30
Balance, end of period		17,786	$	219,425		13,353	$	158,354

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

a base prospectus, which covers the offering, issuance and sale by Portage of up to $200,000,000 in the aggregate of the securities identified above from time to time in one or more offerings;

a prospectus supplement, which covers the offer, issuance and sale by Portage in an “at-the-market” (“ATM”) offering of up to a maximum aggregate offering price of $50,000,000 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 1,150,000 ordinary shares for gross proceeds of approximately $26.5 million in a firm commitment underwritten public offering with Cantor Fitzgerald; and

a prospectus supplement dated August 19, 2022, for the resale of up to $30,000,000 in ordinary shares that Portage may sell from time to time to Lincoln Park Capital Fund, LLC (“Lincoln”) and an additional 94,508 shares that were issued to Lincoln.

The Sales Agreement permits the Company to sell in an ATM program up to $50,000,000 of ordinary shares from time to time, the amount of which is included in the $200,000,000 of securities that may be offered, issued and sold by the Company under the base prospectus. The 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 of 1933, as amended. Upon termination of the Sales Agreement, any portion of the $50,000,000 included in the Sales Agreement prospectus that is not sold pursuant to the Sales Agreement will be available for sale in other offerings pursuant to the base prospectus.

During Fiscal 2022, the Company sold 90,888 ordinary shares under the ATM program, generating gross proceeds of approximately $2.6 million ($2.5 million, net of commissions).

The Company has issued 2,425,999 ordinary shares in connection with the acquisition of Tarus Therapeutics, Inc. and in connection with the Tarus Therapeutics, Inc.’s acquisition it may issue additional ordinary shares. See Note 9, “Acquisition of Tarus,” for a further discussion.

On July 18, 2022, the Company entered into the iOx Share Exchange Agreement under which it exchanged 1,070,000 ordinary shares of the Company for the remaining minority interest of 21.68% of iOx. See Note 16, “Related Party Transactions – Share Exchange Agreement – iOx,” for a further discussion.

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 94,508 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.

As discussed in Note 2, “Going Concern,” the Company’s access to the ATM program and the Committed Purchase Agreement is generally limited based on the Company’s trading volume on Nasdaq. See Note 15, “Commitments and Contingent Liabilities – Committed Purchase Agreement,” for a further discussion.

In Fiscal 2023, the Company sold 166,145 ordinary shares under the ATM program, generating net proceeds of approximately $0.9 million. Separately, in Fiscal 2023, the Company sold 480,000 ordinary shares to Lincoln under the Committed Purchase Agreement for net proceeds totaling approximately $2.0 million. From April 1, 2023 through June 30, 2023, the Company sold 171,504 ordinary shares under the ATM program, generating net proceeds of approximately $0.6 million.

(LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Numerator (in 000’$)
Net loss attributable to owners of the Company	$ (5,919)	$ (1,729)
Denominator (in 000’)
Weighted average number of shares, Basic	17,701	13,351
Weighted average number of shares, Diluted	17,701	13,351
Basic earnings (loss) per share	$ (0.33)	$ (0.13)
Diluted earnings (loss) per share	$ (0.33)	$ (0.13)

NATURE OF OPERATIONS (Details Narrative) - shares	1 Months Ended
NATURE OF OPERATIONS (Details Narrative) - shares	Sep. 30, 2021	Aug. 13, 2018
IfrsStatementLineItems [Line Items]
Percentage of outstanding shares	60.49%
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%
Salva Rx Limited [Member]
IfrsStatementLineItems [Line Items]
Percentage of acquire		100.00%
Exchange of ordinary shares		8,050,701

ACQUISITION OF TARUS

3 Months Ended

Jun. 30, 2023

Acquisition Of Tarus

ACQUISITION OF TARUS

NOTE 9. ACQUISITION OF TARUS

On July 1, 2022, the Company, its wholly-owned subsidiary, Portage Merger Sub I, Inc., its wholly-owned subsidiary, Portage Merger Sub II, LLC and Tarus Therapeutics, Inc., a Delaware corporation advancing adenosine receptor antagonists for the treatment of solid tumors, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”). Under the structure of the Merger Agreement, Tarus Therapeutics, Inc. was ultimately merged into Portage Merger Sub II, LLC of the Company with the surviving entity renamed Tarus Therapeutics, LLC. The Tarus merger entitles the Company to the rights, know-how and/or ownership related to the assets developed by Tarus (the “Adenosine Compounds”), including:

All rights and obligations related to the License Agreement between Tarus and Impetis Biosciences Limited, dated October 29, 2019 (“Tarus License Agreement”), and the Call Option under the Tarus License Agreement, which was exercised on November 5, 2020;

All intellectual property and related documents owned or controlled by Tarus, including issued or pending patents, patent applications and trade secrets. Additionally, any draft submissions and/or correspondence with patent authorities;

All documents and supplies related to Adenosine Compounds (as defined in the Tarus License Agreement) including inventory, reagents, data, assays, reports, vendor agreements and other information related to the preclinical development;

All clinical supplies, manufacturing know-how, batch records, regulatory documents pertaining to the Adenosine Compounds, certain reservations for manufacturing campaigns and any related agreements;

All regulatory documents and correspondence pertaining to the Adenosine Compounds;

All Contract Research Organization (“CRO”) agreements and protocol related documents for Adenosine Compounds;

All current documents related to market research, forecasting, budgets and competitive intelligence; and

Rights to the use of Tarus Therapeutics’ name for regulatory purposes.

As consideration for Tarus, the Company issued to former Tarus shareholders an aggregate of 2,425,999 ordinary shares of Portage, calculated on the basis of $18 million divided by the 60-day volume weighted average price per share of ordinary shares of Portage. Such ordinary shares have not been registered with the SEC and were subject to lock-up agreements for terms ranging from six to twelve months, which expired on February 1, 2023 and July 1, 2023, respectively. Additionally, the ordinary shares that were subject to a twelve month lock-up period, are also subject to a three month dribble-out period, which commenced July 1, 2023. During the dribble out period, each holder may not sell more than 10% of the average trading volume of the Company’s ordinary shares for the rolling three month period prior to the date on which the holder executes a trade of the Company’s ordinary shares without its prior written consent (which the Company is permitted to withhold at its sole discretion). Additionally, milestone payments of up to $32 million in cash or Portage ordinary shares (at the discretion of the Company) would be triggered upon achievement of future development and sales milestones, as described below. As a result of the transaction:

The Company also assumed $2 million in short-term debt held by Tarus and deferred license milestones obligations ($1 million plus interest). The short-term debt was repaid by the Company in July 2022.

Upon enrolling the first patient in a Phase 2 clinical trial utilizing Tarus’s adenosine receptor antagonists, the Company will pay an additional one-time milestone payment of $15 million to the former Tarus shareholders. Payment will be in the form of cash or Portage ordinary shares (at the discretion of the Company). The remaining $17 million milestone is based on targeted commercial sales.

In connection with the acquisition of Tarus, the Company performed a fair value analysis of the assets acquired and liabilities assumed. The Company based the analysis on its clinical plan and timing of development events, and the probabilities of success determined primarily based upon empirical third party data and Company experience as well as the relevant cost of capital. In its fair value analysis, the Company used the Multi-Period Excess Earnings Method for PORT-6 and PORT-7 and the Replacement Cost Method for PORT-8 and PORT-9, determined based upon the maturity of the assets and the availability of sufficient data to measure fair value. The Company recorded the ordinary shares issued at $17.2 million, which represented the aggregate market value of the ordinary shares issued on July 1, 2022. The Company followed the guidance of IAS 3 and IAS 32 and recorded a deferred purchase price payable - Tarus of $8.538 million, which reflected the estimated acquisition date fair value of contractual milestone obligations incurred. The principal assumptions for determining the fair value include the timing of development events, the probabilities of success and the discount rate used. The Company recorded the obligation as a non-current liability, in accordance with the provisions IAS 32 with respect to the classification of financial assets and financial liabilities.

The Company will determine the fair value of the shares issuable upon achievement of future development and sales milestones at each balance sheet date. Any change to the fair value will be recorded in the Company’s statements of operations and other comprehensive income (loss).

The following table summarizes the purchase price allocation to the fair value of assets acquired and liabilities assumed for Tarus:


Assets:	(In thousands)
Identifiable intangible assets	$	28,200
Goodwill		538
Total assets	$	28,738
Consideration:
Fair value of shares issued	$	17,200
Liabilities assumed		3,000
Deferred purchase consideration at fair value		8,538
Total liabilities	$	28,738

Pro forma Information

Summary unaudited pro forma condensed results of operations for the three months ended June 30, 2022, assuming the Tarus acquisition had occurred at the beginning of the earliest period presented, are as follows:

Schedule of Pro forma Information
(In thousands)	Three Months Ended June 30, 2022
Loss from operations	$	(3,788	)
Loss before provision for income taxes	$	(3,893	)
Net loss	$	(1,341	)
Total comprehensive loss for period	$	(1,341	)
Loss per share	$	(0.09	)

These pro forma results are not necessarily indicative of what would have occurred if the acquisition had been in effect for the period presented, and they may not be indicative of results expected in the future.

CAPITAL STOCK (Details Narrative) - USD ($) $ in Thousands			3 Months Ended	12 Months Ended
CAPITAL STOCK (Details Narrative) - USD ($) $ in Thousands	Jul. 18, 2022	Jul. 06, 2022	Jun. 30, 2023	Mar. 31, 2023	Mar. 31, 2022
IfrsStatementLineItems [Line Items]
Maximum aggregate offering price			$ 50,000,000
Issuance and sales, shares			1,150,000
Gross proceeds from stock			$ 26,500
Cash fund, description			The Sales Agreement permits the Company to sell in an ATM program up to $50,000,000 of ordinary shares from time to time, the amount of which is included in the $200,000,000 of securities that may be offered, issued and sold by the Company under the base prospectus. The 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 of 1933, as amended. Upon termination of the Sales Agreement, any portion of the $50,000,000 included in the Sales Agreement prospectus that is not sold pursuant to the Sales Agreement will be available for sale in other offerings pursuant to the base prospectus.
Number of stock sold					90,888
Gross proceeds from stock sold					$ 2,600
Net proceeds from stock sold					$ 2,500
Number of shares sold			2,425,999
Number of shares exchanged	1,070,000
Minority interest, percentage	21.68%
Number of ordinary share issued		94,508
A T M [Member]
IfrsStatementLineItems [Line Items]
Number of shares sold			171,504	166,145
Net proceeds from sale			$ 600	$ 900
Lincoln [Member]
IfrsStatementLineItems [Line Items]
Number of shares sold				480,000
Net proceeds from sale				$ 2,000

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Details Narrative) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Sep. 12, 2022	Jun. 30, 2023	Mar. 31, 2023
IfrsStatementLineItems [Line Items]
Impairment analysis			$ 607
Decreasing the carrying value			806
Notes receivable	$ 614
Unrealized gain			39
Increasing carrying value			653
Impairment of convertible note			211
Decreasing impairment carrying value			$ 442
Tarus [Member]
IfrsStatementLineItems [Line Items]
Loss on decrease in fair value of the liability		$ 685
I O X [Member]
IfrsStatementLineItems [Line Items]
Loss on decrease in fair value of the liability		$ 426

STOCK OPTION RESERVE

3 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

STOCK OPTION RESERVE

NOTE 13. STOCK OPTION RESERVE

(a)

The following table provides the activity for the Company’s stock option reserve for the three months ended June 30, 2023 and 2022:


	Three Months Ended June 30,
	2023				2022
(In thousands)	Non-Controlling Interest		Stock Option Reserve		Non-Controlling Interest		Stock Option Reserve
Balance, beginning of period	$	-	$	21,204	$	11,659	$	16,928
Share-based compensation expense		-		769		-		1,176
Balance, end of period	$	-	$	21,973	$	11,659	$	18,104

Stock Options

On June 25, 2020, at the annual meeting of shareholders, the Company’s incentive stock option plan (the “2020 Stock Option Plan”) was approved, which authorized the Company’s directors to fix the option exercise price and to issue stock options under the plan as appropriate. The Company’s 2020 Stock Option Plan was a 10% rolling stock option plan under which the Company’s directors were authorized to grant up to a maximum of 10% of the issued and outstanding ordinary shares on the date of grant.

Effective January 13, 2021, the Company amended and restated its 2020 Stock Option Plan to permit the grant of additional types of equity compensation securities, including restricted stock units (“RSUs”) and dividend equivalent rights (the “2021 Equity Incentive Plan”). The aggregate number of equity securities, which may be issued under the 2021 Equity Incentive Plan has not been changed. Pursuant to the 2021 Equity Incentive Plan, on January 13, 2021, the Company granted an aggregate of 868,000 stock options exercisable at a price of $17.75 per share, representing the closing price of the shares on the day immediately preceding the grant date, which expire on January 13, 2031 to various directors, officers and consultants of the Company. 350,000 options granted to members of the Board vest 1/3 on grant date, 1/3 on the first anniversary of the grant and 1/3 on the second anniversary of the grant. 518,000 options granted to consultants (one of whom is also a director of the Company) vest 1/3 on each of the first three anniversaries of the grant date.

Additionally, the Company granted 243,000 RSUs on January 13, 2021, with a fair value of $17.75 per share, which was the closing price on the day immediately preceding the grant date. The RSUs vested on the date of grant, but underlying shares cannot be sold until one of four of the following conditions are met: (1) a Change in Control (as defined in the Amended and Restated 2021 Equity Incentive Plan (defined below)), (2) the participant’s Separation from Service (as defined in the Amended and Restated 2021 Equity Incentive Plan), (3) the participant’s death, or (4) the participant’s Disability (as defined in the Amended and Restated 2021 Equity Incentive Plan). In accordance with IFRS 2, “Share-based Payment,” the Company recognized compensation expense of $4.3 million in the year ended March 31, 2021, in connection with the RSU grants.

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

On January 19, 2022, the Board unanimously approved the Amended and Restated 2021 Equity Incentive Plan (the “Amended and Restated 2021 Equity Incentive Plan”). The Amended and Restated 2021 Equity Incentive Plan provides for:

(1)

An increase of aggregate number of ordinary shares available for awards to 2,001,812, which is equal to 15% of the issued and outstanding ordinary shares of the Company as of January 19, 2022 subject to discretionary annual increases (on a cumulative basis) as may be approved by the Board in future years by a number of ordinary shares not to exceed an additional 5% of the aggregate number of shares then outstanding;

(2)

The authorization of incentive stock options under the Amended and Restated 2021 Equity Incentive Plan; and

(3)

The provision of dividend equivalent rights to be issued when authorized.

Pursuant to the Amended and Restated 2021 Equity Incentive Plan, on January 19, 2022, the Company granted an aggregate of 302,000 stock options exercisable at a price of $10.22 per share, representing the average price of the Company’s ordinary shares on the grant date, which expire on January 19, 2032, to various directors, officers and consultants of the Company. A total of 13,800 of the 302,000 stock options were granted to two members of the Board and vest on the first anniversary of the grant date. The balance of 288,200 stock options was granted to employees (one of whom is also a director of the Company), and a consultant, and such stock options vest ratably on each of the first four annual anniversaries of the grant date.

Additionally, the Company granted 135,740 RSUs to employees (one of whom is also a director of the Company) on January 19, 2022, with a fair value of $10.22 per share, representing the average price of the shares on the grant date. The RSUs were fully vested and nonforfeitable as of the grant date and will expire on January 19, 2032.

On February 15, 2022, James Mellon, Linda Kozick and Mark Simon were appointed to the Board. Mr. Mellon owned approximately 23.9% of the Company’s outstanding shares at that date. Additionally, Mr. Mellon had previously served as a member of the Board from 2016 to August 14, 2020. On February 15, 2022, in connection with the appointments, each of these directors was granted 13,800 non-qualified stock options, which vest ratably monthly over a three-year period. The options have an exercise price of $8.59 per share, representing the average price of the shares on the grant date, and will expire, if unexercised, on February 15, 2032.

On June 8, 2022, the Company granted 50,000 options to purchase shares to an executive of the Company. The options have an exercise price of $11.00, the average price of the stock on that date, vest ratably on each of the first four anniversaries of the grant date and will expire, if unexercised, on June 8, 2032.

On July 27, 2022, the Company granted 15,900 options to purchase shares to a member of the Board. The options have an exercise price of $10.06, the average price of the stock on that date, vest ratably on each monthly anniversary of the grant date in the three year period following the grant date and will expire, if unexercised, on July 27, 2032.

On March 30, 2023, the Board unanimously approved to increase the maximum number of ordinary shares reserved for issuance under the Amended and Restated 2021 Equity Incentive Plan. The aggregate number of shares available for awards under the Amended and Restated 2021 Equity Incentive Plan was increased to 2,880,992, which represented a 5% increase (or 879,180 shares) based on ordinary shares outstanding on March 29, 2023, which is equal to 16% of the issued and outstanding ordinary shares in the capital of the Company as of this date.

On March 30, 2023, the Company granted an aggregate of 746,120 stock options exercisable at a price of $2.92 per share, representing the average price of the shares on the grant date, which expire on March 30, 2033, to various directors, officers and a consultant of the Company. 14,600 options to purchase ordinary shares, totaling 87,600, were granted to each non-executive member of the Board and vest on the first anniversary of the grant date. A total of 651,020 stock options were granted to employees (including Mr. Walters, who is Chairman of the Board of Directors), and a consultant, and such stock options vest ratably on each of the first four annual anniversaries of the grant date. The balance of 7,500 stock options were also granted to a consultant, which was fully vested as of the grant date.

(b)

The changes in the number of options issued for the three months ended June 30, 2023 and 2022 were:

Schedule of outstanding stock options
	Three Months Ended June 30,
	2023		2022		2023		2022
	PBI Amended and Restated 2021 Equity Incentive Plan				iOx Option Plan (Subsidiary Plan)
Balance, beginning of period		1,963,420		1,151,400		-		1,275
Granted		-		50,000		-		-
Expired or forfeited		-		-		-		(1,275	)
Balance, end of year		1,963,420		1,201,400		-		-
Exercisable, end of period		764,438		410,600		-		-

(c)

The following is the weighted average exercise price and the remaining contractual life for outstanding options by plan as of June 30, 2023 and 2022:


	As of June 30,
	2023		2022		2023		2022
	PBI Amended and Restated 2021 Equity Incentive Plan				iOx Option Plan (Subsidiary Plan)
Weighted average exercise price	$	10.53		15.26	$	-	$	-
Weighted average remaining contractual life (in years)		8.61		8.90		-		-

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 June 30, 2023 and March 31, 2023, except 7,500 vested options and 738,620 unvested options as of each date.

The Company recorded approximately $0.8 million and $1.2 million of share-based compensation expense with respect to the Amended and Restated 2021 Equity Incentive Plan in the three months ended June 30, 2023 and 2022, respectively. The Company expects to record additional share-based compensation expense of approximately $3.4 million through March 2027 with respect to the Amended and Restated 2021 Equity Incentive Plan.

As of June 30, 2022, the Company’s iOx stock option plan was fully vested. The iOx stock option plan expired on May 5, 2022 and all outstanding stock option awards issued under the iOx stock option plan expired.

INVESTMENT IN ASSOCIATE (Details Narrative) - USD ($) $ in Thousands			3 Months Ended		12 Months Ended
	Jul. 13, 2023	Sep. 12, 2022	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023
IfrsStatementLineItems [Line Items]
Convertible Note description	the Company entered into a commitment with Stimunity to provide €600,000 under a convertible note (the “Stimunity Convertible Note”) with a maturity date of September 1, 2023 (the “Maturity Date”). The Stimunity Convertible Note provides for simple interest at 7% per annum. The Stimunity Convertible Note is automatically converted into Series A shares of Stimunity upon Stimunity completing a Series A round for at least €20 million. If such subscription round is completed prior to the Maturity Date, the Company will be entitled to convert the Stimunity Convertible Note into Series A shares of Stimunity at the subscription share price less 15%. Additionally, if Stimunity completes a financing with a new category of shares (other than Common Shares or Series A shares) for at least €5 million (the “Minimum Raise”), the Company will have the right to convert the Stimunity Convertible Note and the historical Series A shares of Stimunity owned into the new category of shares. In the event that Stimunity does not close a financing prior to the Maturity Date or raises less than the Minimum Raise, the Company will have the right to convert the Stimunity Convertible Note into Series A shares at €363.00 per share or the raise price less 15%, whichever is lower. The Stimunity Convertible Note was funded on September 12, 2022. See Note 15, “Commitments and Contingent Liabilities – Stimunity Convertible Note,” for a further discussion.
Translated value		$ 614
Unrealized gain					$ 39
Increasing the carrying value					653
Impairment analysis					607
Stimunity convertible note receivable					211
Decreasing the carrying value					806
Stimunity convertible note					$ 442
Loss on shares recognize			$ 50
Changes in the market			0
Stimunity S A [Member]
IfrsStatementLineItems [Line Items]
Equity in (loss) income			$ 50,000	$ 60,000

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)					3 Months Ended
	Dec. 31, 2022	Dec. 19, 2022	Dec. 15, 2021	Sep. 08, 2021	Jun. 30, 2023	Mar. 31, 2023
IfrsStatementLineItems [Line Items]
Portage ordinary shares					1,070,000
Base salary		$ 469,000	$ 618,000
Annual base salary			$ 348,000
Compensation committee	$ 600,000
Original annual targets percentage	73.50%
Accounts payable and accrued expenses					$ 400,000	$ 400,000
Annual fees description					Additionally, the chairperson of each of the Audit Committee, Compensation Committee and Nominating Committee is entitled to annual fees of $15,000, $12,000 and $8,000, respectively, payable quarterly in arrears. Members of those committees will be entitled to annual fees of $7,500, $6,000 and $4,000, respectively, payable quarterly in arrears.
Salva Rx [Member]
IfrsStatementLineItems [Line Items]
Issuance of unsecured notes, description				Company, through SalvaRx, completed a settlement of loans (including interest) to and receivables from iOx for services rendered in exchange for 23,772 ordinary shares of iOx at a price of £162. Simultaneously, the Company entered into an agreement with OSI, the holder of $0.15 million notes plus accrued interest under which OSI exchanged the notes plus accrued interest for 820 shares of iOx. The Company followed the guidance provided by an IFRS Discussion Group Public Meeting dated November 29, 2016, following the general tenets of IAS 39, “Financial Instruments: Recognition and Measurement,” and IFRIC 19, “Extinguishing Financial Liabilities with Equity Instruments,” and recorded the exchange at historical cost. Additionally, no profit or loss was recorded in connection with the exchange. As a result of these transactions, the Company, through SalvaRx, increased its ownership of iOx from 60.49% to 78.32%.

LEASE (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023
Notes and other explanatory information [abstract]
2024	$ 79
2025	81
2026	83
2027	84
2028	71
Total	398
Less: interest	(102)
Total lease liability	296
Lease liability - current	47
Lease liability - non-current	$ 249

ACQUISITION OF TARUS (Details) - Tarus Acquisition [Member] $ in Thousands	Jun. 30, 2023 USD ($)
Assets:
Identifiable intangible assets	$ 28,200
Goodwill	538
Total assets	28,738
Consideration:
Fair value of shares issued	17,200
Liabilities assumed	3,000
Deferred purchase consideration at fair value	8,538
Total liabilities	$ 28,738

INVESTMENT IN PUBLIC COMPANY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended		12 Months Ended
	Jul. 07, 2023	Jul. 05, 2023	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023	Apr. 30, 2023	Dec. 31, 2022	Nov. 30, 2022	Oct. 31, 2022	Jul. 11, 2019
IfrsStatementLineItems [Line Items]
Per share price								$ 5.00	$ 4.00
Impairment asset fair value							$ 3,363
Impairment assets carring value							$ 4,046
Holding shares						644,229
Fair value interest			$ 2,087
Cash carrying value			$ 3,855
Number of shares sold			2,425,999
Unrealized gain or loss			$ 1,768	$ 0
O C I [Member]
IfrsStatementLineItems [Line Items]
Impairment loss					$ 5,322
Cash carrying value					$ 2,087
Bottom of range [member]
IfrsStatementLineItems [Line Items]
Offering price						$ 4.00
Top of range [member]
IfrsStatementLineItems [Line Items]
Offering price						$ 5.00
Intensity [Member]
IfrsStatementLineItems [Line Items]
Number of shares sold	585,000	3,900,000
Price per share		5.00	5.96
Proceeds from sales of biological assets		$ 16,200
Additional antidilution shares			2,659
Percentage of voting equity interests acquired	4.70%
Intensity [Member] \| Acquisition Of Salva Rx [Member]
IfrsStatementLineItems [Line Items]
Investment			$ 4,500
Number of shares purchased			1,000.0
Percentage of equity held			7.50%
Intensity [Member] \| Acquisition Of Intensity Holding Limited [Member]
IfrsStatementLineItems [Line Items]
Equity interests of acquirer										$ 1,300
Number of ordinary shares issued in acquisition										129,806
Number of private company share consists in sole asset										288,458
Number of shares outstanding										1,288,458

IN-PROCESS RESEARCH AND DEVELOPMENT AND DEFERRED TAX LIABILITY (Details Narrative) $ in Thousands	3 Months Ended
	Jun. 30, 2023 USD ($)
IfrsStatementLineItems [Line Items]
Recognized an impairment	$ 59,320
Impairment	4,585
Iox I P R And D [Member] \| Top of range [member]
IfrsStatementLineItems [Line Items]
Carrying value	117,210
Iox I P R And D [Member] \| Bottom of range [member]
IfrsStatementLineItems [Line Items]
Carrying value	57,890
Trus I P R And D [Member] \| Top of range [member]
IfrsStatementLineItems [Line Items]
Carrying value	28,200
Trus I P R And D [Member] \| Bottom of range [member]
IfrsStatementLineItems [Line Items]
Carrying value	$ 23,615

Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) $ in Thousands	Issued capital [member]	Stock Option Reserve [Member]	Accumulated other comprehensive income [member]	Retained earnings [member]	Equity attributable to owners of parent [member]	Non-controlling interests [member]	Total
Beginning balance, value at Mar. 31, 2022	$ 158,324	$ 16,928	$ 958	$ (55,005)	$ 121,205	$ 44,229	$ 165,434
Beginning balance, shares at Mar. 31, 2022	13,349
IfrsStatementLineItems [Line Items]
Share-based compensation expense		1,176			1,176		1,176
Shares issued or accrued for services	$ 30				30		30
Shares issued or accrued for services, shares	4
Net (loss) income for period				(1,729)	(1,729)	104	(1,625)
Ending balance, value at Jun. 30, 2022	$ 158,354	18,104	958	(56,734)	120,682	44,333	165,015
Ending balance, shares at Jun. 30, 2022	13,353
Beginning balance, value at Mar. 31, 2023	$ 218,782	21,204	(4,325)	(159,616)	76,045	(650)	75,395
Beginning balance, shares at Mar. 31, 2023	17,606
IfrsStatementLineItems [Line Items]
Share-based compensation expense		769			769		769
Shares issued under ATM	$ 632				632		632
Shares issued under ATM, shares	171
Share issuance costs	$ (19)				(19)		(19)
Shares issued or accrued for services	$ 30				30		30
Shares issued or accrued for services, shares	9
Net unrealized gain on investments			1,769		1,769		1,769
Net (loss) income for period				(5,919)	(5,919)	(7)	(5,926)
Ending balance, value at Jun. 30, 2023	$ 219,425	$ 21,973	$ (2,556)	$ (165,535)	$ 73,307	$ (657)	$ 72,650
Ending balance, shares at Jun. 30, 2023	17,786

INCOME TAXES (Tables)

3 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

Schedule of income taxes benefit

Schedule of income taxes benefit
	For the Three Months Ended June 30,
(In thousands)	2023			2022

Current:
Federal	$	(3	)	$	-
State and local		-			-
Foreign		-			-
Total current		(3	)		-

Deferred:
Federal		-			-
State and local		-			-
Foreign		148			2,552
Total deferred		148			2,552
Benefit from income taxes	$	145		$	2,552

Schedule of reconciliation income tax rates


	Three Months Ended June 30,
	2023			2022
(Loss) income on ordinary activities before tax	$	(605	)	$	34
Statutory U.S. income tax rate		21.0	%		21.0	%
Income tax benefit (expense) at statutory income tax rate		127			(7	)
Share-based compensation expense recognized for financial statement purposes		(142	)		-
Other losses recognized		-			7
Utilization of losses not previously benefitted		12			-
Income tax (expense)	$	(3	)	$	-

Schedule of effective income tax rates

Schedule of effective income tax rates
	Three Months Ended June 30,
	2023			2022
Loss on ordinary activities before tax	$	1,576		$	1,743
Statutory U.K. income tax rate		25.0	%		19.0	%
Loss at statutory income tax rate		394			331

Change from increase in deferred income tax rate		-			105
Recognition of deferred tax assets		-			-
Foreign currency effect		(246	)		2,116
Income tax benefit	$	148		$	2,552

Schedule of reconciliation of financial statement loss to tax basis loss


	Three Months Ended
	June 30, 2023												June 30, 2022
	United States			BVI			United Kingdom			Total			United States			BVI			Foreign			Total

Pre-tax loss	$	(609	)	$	(3,886	)	$	(1,576	)	$	(6,071	)	$	34		$	(2,468	)	$	(1,743	)	$	(4,177	)
Share-based compensation expense for financial statement purposes for which no benefit was taken		683			-			-			683			-			-			-			-
Losses not subject to tax		-			3,886			-			3,886			-			2,468			-			2,468
Utilization of losses not previously benefitted		(59	)		-			-			(59	)		(34	)		-			-			(34	)
Taxable income (loss)	$	15		$	-		$	(1,576	)	$	(1,561	)	$	-		$	-		$	(1,743	)	$	(1,743	)

Schedule of deferred tax assets and liabilities


	As of June 30,			As of March 31,
	2023			2023
Deferred tax assets:
Net operating loss	$	(4,594	)	$	(4,131	)
Deferred tax asset (unrecognized)		1,500			1,500
Deferred tax asset		(3,094	)		(2,631	)

Deferred tax liabilities:
In-process research and development		13,510			13,195
Deferred tax liability		13,510			13,195

Net deferred tax liability	$	10,416		$	10,564

LEASE (Tables)

3 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

Schedule of lease liability

Schedule of lease liability
Twelve Months Ended June 30,	Amount
2024	$	79
2025		81
2026		83
2027		84
2028		71
Total		398
Less: interest		(102	)
Total lease liability		296
Lease liability - current		47
Lease liability - non-current	$	249

COMMITMENTS AND CONTINGENT LIABILITIES

3 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

COMMITMENTS AND CONTINGENT LIABILITIES

NOTE 15. COMMITMENTS AND CONTINGENT LIABILITIES

Effective March 15, 2022, iOx entered into a Master Services Agreement (the “MSA”) with Parexel International (IRE) Limited (“Parexel”) under which Parexel agreed to act as clinical service provider (CRO) pursuant to a work order (“Work Order”) effective June 1, 2022. Pursuant to such Work Order, Parexel will operate a Phase 2 trial of IMM60 and pembrolizumab in advanced melanoma and non-small lung cancer (“NSCLC”). The MSA provides for a five-year term, and the Work Order provides for a term to be ended upon the completion of the services required. The budget provides for service fees and pass-through expenses and clinical sites totaling $11.5 million. During Fiscal 2023, the Company executed two change orders resulting in a $0.6 million increase in the overall estimated budgeted costs.

On March 1, 2023, the Company, through 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.

Stimunity Convertible Note

On July 13, 2022, the Company entered into a commitment with Stimunity to provide €600,000 under the Stimunity Convertible Note. The Stimunity Convertible Note provides for simple interest at 7% per annum. The Stimunity Convertible Note is automatically converted into Series A shares of Stimunity upon Stimunity completing a Series A round for at least €20 million. If such subscription round is completed prior to the Maturity Date, the Company will be entitled to convert the Stimunity Convertible Note into Series A shares of Stimunity at the subscription share price less 15%. Additionally, if Stimunity completes a financing with a new category of shares (other than Common Shares or Series A shares of Stimunity) for at least €5 million (the “Minimum Raise”), the Company will have the right to convert the Stimunity Convertible Note and the historical Series A shares of Stimunity owned into the new category of shares. In the event that Stimunity does not close a financing prior to the Maturity Date or raises less than the Minimum Raise, the Company will have the right to convert the Stimunity Convertible Note into Series A shares of Stimunity at €363.00 per share or the raise price less 15%, whichever is lower. The Stimunity Convertible Note was funded by the Company on September 12, 2022. In addition, the Company has not reflected the interest earned on the Stimunity Convertible Note in reporting its consolidated financial results. See Note 6, “Investment in Associate,” for a further discussion.

Committed Purchase Agreement

On July 6, 2022 (the “Signing Date”), the Company entered into the Committed Purchase Agreement with Lincoln, pursuant to which the Company may require Lincoln to purchase ordinary shares having an aggregate value of up to $30 million over a period of 36 months. Pursuant to the Committed Purchase Agreement, Lincoln will be obligated to purchase the Company’s ordinary shares in three different scenarios that are based on various market criteria and share amounts.

Upon execution of the Committed Purchase Agreement, the Company issued to Lincoln 94,508 ordinary shares, representing a 3% commitment fee valued at $0.9 million. 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 Company is accounting for the commitment fee as a deferred commitment fee on the consolidated statement of financial position as of June 30, 2023 and March 31, 2023 and will amortize it pro-rata against equity sold under the Committed Purchase Agreement. Any unamortized balance will be written-off to operations at the expiration of the commitment.

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 received by the Company from Lincoln. 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 Signing Date, excluding, however, an at-the-market transaction with a registered broker-dealer.

In connection with the Committed Purchase Agreement, the Company and Lincoln entered into a Registration Rights Agreement, dated July 6, 2022 (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to file with the SEC the prospectus supplement to the Company’s shelf registration statement pursuant to Rule 424(b) for the purpose of registering for resale the ordinary shares to be issued to Lincoln under the Committed Purchase Agreement. The prospectus supplement was filed on August 19, 2022.

The Company is obligated under the Tarus Merger Agreement and the iOx Share Exchange Agreement to pay certain third party earnouts based on the achievement of certain milestones. See Note 9, “Acquisition of Tarus,” and Note 16, “Related Party Transactions – Share Exchange Agreement – iOx,” respectively, for further discussions.

IN-PROCESS RESEARCH AND DEVELOPMENT AND DEFERRED TAX LIABILITY (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023
IfrsStatementLineItems [Line Items]
In-process research and development	$ 81,683	$ 81,683
Deferred tax liability	13,510	13,195
I M M 60 I O X Melanoma Lung Cancers [Member]
IfrsStatementLineItems [Line Items]
In-process research and development	36,181	36,181
I M M 65 I O X Melanoma Lung Cancers [Member]
IfrsStatementLineItems [Line Items]
In-process research and development	21,709	21,709
I O X [Member]
IfrsStatementLineItems [Line Items]
In-process research and development	57,890	57,890
Oncomer Saugatuck D N A Aptamers [Member]
IfrsStatementLineItems [Line Items]
In-process research and development	178	178
Tarus Adenosine Receptors [Member]
IfrsStatementLineItems [Line Items]
In-process research and development	22,723	22,723
Tarus Adenosine Receptors 1 [Member]
IfrsStatementLineItems [Line Items]
In-process research and development	420	420
Tarus Adenosine Receptors 2 [Member]
IfrsStatementLineItems [Line Items]
In-process research and development	472	472
Tarus [Member]
IfrsStatementLineItems [Line Items]
In-process research and development	$ 23,615	$ 23,615

INCOME TAXES (Details 1) - USD ($) $ in Thousands	3 Months Ended
INCOME TAXES (Details 1) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Notes and other explanatory information [abstract]
(Loss) income on ordinary activities before tax	$ (605)	$ 34
Statutory U.S. income tax rate	21.00%	21.00%
Income tax benefit (expense) at statutory income tax rate	$ 127	$ (7)
Share-based compensation expense recognized for financial statement purposes	(142)
Other losses recognized		7
Utilization of losses not previously benefitted	12
Income tax (expense)	$ (3)

PREPAID EXPENSES AND OTHER RECEIVABLES (Tables)

3 Months Ended

Jun. 30, 2023

Prepaid Expenses And Other Receivables

Schedule of prepaid expenses and other receivables


(In thousands)	As of June 30, 2023		As of March 31, 2023

Prepaid clinical research costs	$	1,783	$	1,653
Prepaid insurance		446		621
Research & development tax credits		186		169
Other prepaid expenses		151		56
Tax deposits		115		119
Other receivables		71		71
Total prepaid expenses and other receivables	$	2,752	$	2,689

NATURE OF OPERATIONS

3 Months Ended

Jun. 30, 2023

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 61 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 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 enable the identification of clinical therapies and product development strategies that accelerate these medicines through the translational pipeline. Portage’s portfolio consists of four diverse platforms, with lead programs consisting of invariant natural killer T-cell (“iNKT”) engagers and a suite of treatments targeting the adenosine pathway. Additional programs leverage delivery by intratumorals, nanoparticles, liposomes, aptamers, and virus-like particles. Within these four platforms, Portage has 9 product candidates currently in development with multiple clinical readouts expected through the end of calendar year 2024.

On August 13, 2018, the Company reached a definitive agreement to acquire 100% of SalvaRx Limited (“SalvaRx”) in exchange for 8,050,701 ordinary shares of the Company (the “SalvaRx Acquisition”). The SalvaRx Acquisition was completed on January 8, 2019 (the “Acquisition Date”) upon receiving shareholder and regulatory approval. In connection with the SalvaRx Acquisition, the Company acquired interests in SalvaRx’s five research and development invested entities and subsidiaries: iOx Therapeutics Ltd. (“iOx”) (60.49% interest), Nekonal Oncology Limited (“Nekonal”), Intensity Therapeutics, Inc. (“Intensity”), Saugatuck Therapeutics, Ltd. (“Saugatuck”) and Rift Biotherapeutics Inc. The Company also acquired an option in Nekonal SARL, a Luxembourg-based company holding intellectual property rights for therapeutics and diagnostics in the field of autoimmune disorders and oncology, to participate in the funding of its autoimmune programs.

In September 2021, the Company, through SalvaRx, exchanged certain notes, accrued interest, warrants and receivables in exchange for shares of iOx representing 60.49% 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. See Note 16, “Related Party Transactions – Share Exchange Agreement – iOx,” for a further discussion.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Tables)

3 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

Schedule of financial instruments

Schedule of financial instruments
	As of June 30, 2023						As of March 31, 2023
	Amortized Cost		FVTOCI		FVTPL		Amortized Cost		FVTOCI		FVTPL

Financial assets
Cash and cash equivalents	$	7,698	$	-	$	-	$	10,545	$	-	$	-
Prepaid expenses and other receivables	$	2,752	$	-	$	-	$	2,689	$	-	$	-
Convertible note receivable, including accrued interest, net of impairment	$	-	$	-	$	442	$	-	$	-	$	442
Investment in associate	$	-	$	-	$	756	$	-	$	-	$	806
Investment in public company	$	-	$	3,855	$	-	$	-	$	2,087	$	-


	As of June 30, 2023				As of March 31, 2023
	Amortized Cost		FVTPL		Amortized Cost		FVTPL
Financial liabilities
Accounts payable and accrued liabilities	$	2,591	$	-	$	1,865	$	-
Lease liability - current	$	47	$	-	$	-	$	-
Lease liability - non-current	$	249	$	-	$	-	$	-
Deferred purchase price payable - Tarus	$	-	$	7,864	$	-	$	7,179
Deferred obligation - iOx milestone	$	-	$	4,552	$	-	$	4,126

RELATED PARTY TRANSACTIONS

3 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

NOTE 16. 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 June 30, 2023.

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 persons having 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 CEO of Portage is one of three members of the board of directors of Stimunity (see Note 6, “Investment in Associate,” and Note 15, “Commitments and Contingent Liabilities – Stimunity Convertible Note”).

(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. See below for a discussion of the Company’s purchase of the non-controlling interest in iOx through its wholly-owned subsidiary SalvaRx.

(c)

Saugatuck. One of the three directorships on the board of directors of Saugatuck is controlled by Portage. Additionally, the CEO of Portage is also the CEO of Saugatuck, and the management team of Portage comprises the management team of Saugatuck.

(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.

(e)

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

The following are related party balances and transactions other than those disclosed elsewhere in the condensed consolidated interim financial statements:

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

On September 8, 2021, the Company, through SalvaRx, completed a settlement of loans (including interest) to and receivables from iOx for services rendered in exchange for 23,772 ordinary shares of iOx at a price of £162. Simultaneously, the Company entered into an agreement with OSI, the holder of $0.15 million notes plus accrued interest under which OSI exchanged the notes plus accrued interest for 820 shares of iOx. The Company followed the guidance provided by an IFRS Discussion Group Public Meeting dated November 29, 2016, following the general tenets of IAS 39, “Financial Instruments: Recognition and Measurement,” and IFRIC 19, “Extinguishing Financial Liabilities with Equity Instruments,” and recorded the exchange at historical cost. Additionally, no profit or loss was recorded in connection with the exchange. As a result of these transactions, the Company, through SalvaRx, increased its ownership of iOx from 60.49% to 78.32%.

Share Exchange Agreement – iOx

On July 18, 2022, the Company and SalvaRx entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with each of the minority shareholders of iOx (the “Sellers”) resulting in the acquisition of the outstanding non-controlling ownership interest (approximately 22%) of iOx, which is developing the iNKT engager platform. The Company followed IFRS 3, “Business Combinations,” and IAS 27, “Separate Financial Statements,” (which substantially replaced IAS 3) to account for this transaction. The Company achieved control of iOx, as defined, on January 8, 2019 upon the completion of the SalvaRx Acquisition. Further transactions whereby the parent entity acquires further equity interests from non-controlling interests, or disposes of equity interests but without losing control, are accounted for as equity transactions (i.e., transactions with owners in their capacity as owners). As such:

the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary;

any difference between the amount by which the non-controlling interests is adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the parent; and

there is no consequential adjustment to the carrying amount of goodwill, and no gain or loss is recognized in profit or loss.

The Company now owns the worldwide rights to its small molecule iNKT engagers, including lead programs PORT-2 and PORT-3. Under the terms of the Share Exchange Agreement, each Seller sold to the Company, and the Company acquired from each Seller, legal and beneficial ownership of the number of iOx shares held by each Seller, free and clear of any share encumbrances, in exchange for the issuance in an aggregate of 1,070,000 Portage ordinary shares to be allocated among the Sellers based upon their relative ownership. As a result of the Share Exchange Agreement, the Company owns 100% of the issued and outstanding shares of iOx through its wholly-owned subsidiary, SalvaRx.

As additional consideration for the sale of the iOx shares to the Company under the Share Exchange Agreement, the Sellers shall have the contingent right to receive additional shares (“Earnout Shares”) from the Company having an aggregate value equal to $25 million calculated at the Per Share Earnout Price, as defined in the Share Exchange Agreement, upon the achievement of certain milestones defined as the dosing of the first patient in a Phase 3 clinical trial for either PORT-2 (IMM60 iNKT cell activator/engager) or PORT-3 (PLGA-nanoparticle formulation of IMM60 combined with a NY-ESO-1 peptide vaccine). The Company shall have the option, in its sole and absolute discretion, to settle the Earnout Shares in cash. The Company followed IFRS 3 and IAS 32, “Financial Instruments: Presentation,” to account for the fair value of the Earnout Shares. The principal assumptions for determining the fair value include the timing of development events, the probabilities of success and the discount rate used. The fundamental principle of IAS 32 is that a financial instrument should be classified as either a financial liability or an equity instrument according to the substance of the contract, not its legal form, and the definitions of financial liability and equity instrument. A financial instrument is an equity instrument if, and only if, both conditions (a) and (b) below are met:

(a)

the instrument includes no contractual obligation to deliver cash or another financial asset to another entity, and

(b)

if the instrument will or may be settled in the Company’s own equity instruments, it is either:

(i)

a non-derivative that includes no contractual obligation for the Company to deliver a variable number of its own equity instruments; or

(ii)

a derivative that will be settled only by the issuer exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments.

When a derivative financial instrument gives one party a choice over how it is settled (for instance, the Company or the holder can choose settlement net in cash or by exchanging shares for cash), it is a financial asset or a financial liability unless all of the settlement alternatives would result in it being an equity instrument. The financial instrument includes the exclusive right of the Company to settle the obligation with cash or equity and, accordingly, accounted for the fair value of the Earnout Shares as a non-current liability.

The Company recorded $5.478 million as the fair value estimate of the Earnout Shares, which is reflected as deferred obligation - iOx milestone on the condensed consolidated interim statements of financial position included herein. The Company will determine the fair value of the Earnout Shares at each balance sheet date. Any change to the fair value will be recorded in the Company’s statements of operations and other comprehensive income (loss). The Company recorded a (loss) from the change (increase) in fair value of the liability of $0.685 million for the three months ended June 30, 2023.

Employment Agreements

PDS entered into a Services Agreement with the Company’s CEO effective December 15, 2021 (the “CEO Services Agreement”). The CEO Services Agreement originally provided for a base salary of $618,000, plus cost-of-living increases. On December 19, 2022, the Compensation Committee approved the CEO’s compensation of $642,700 for Fiscal 2024. The CEO Services Agreement provides for annual increases based upon the review of the base salary by the Board prior to the anniversary of the CEO Services Agreement provided that the annual increase cannot be less than the cost-of-living increase. The CEO Services Agreement also provides that the CEO is eligible to receive an annual performance-based bonus targeted at 59% of the applicable year’s base salary, which bonus is earned based on the achievement of performance targets, as determined annually by the Board and communicated to the CEO in the first quarter of the year. Any annual bonus, to the extent earned, is to be paid no later than March 15 of the following year. The CEO Services Agreement is for an initial term of three years, after which it will automatically renew annually unless terminated in accordance with the CEO Services Agreement.

Under the CEO Services Agreement, the CEO may terminate his employment with PDS at any time for Good Reason (as defined in the CEO Services Agreement). PDS may terminate the CEO’s employment immediately upon his death, upon a period of disability or without Just Cause (as defined in the CEO Services Agreement). In the event that the CEO’s employment is terminated due to his death or Disability (as defined in the CEO Services Agreement), for Good Reason or without Just Cause, he will be entitled to accrued obligations (accrued unpaid portion of base salary, accrued unused vacation time and any unpaid expenses). Additionally, he may be entitled to Severance Benefits (as defined in the CEO Services Agreement), which include his then current base salary and the average of his annual bonus for the prior two completed performance years, paid over 12 monthly installments. Additionally, the CEO will be entitled to life insurance benefits and medical and dental benefits for a period of 12 months at the same rate the CEO and PDS shared such costs during his period of employment.

Additionally, all stock options (and any other unvested equity incentive award) held by the CEO relating to shares of the Company will be deemed fully vested and exercisable on the Termination Date (as defined in the CEO Services Agreement), and the exercise period for such stock options will be increased by a period of two years from the Termination Date.

If the CEO’s employment by PDS is terminated by PDS or any successor entity without Just Cause (not including termination by virtue of the CEO’s death or Disability) or by the CEO for Good Reason within 12 months following the effective date of a Change in Control (as defined in the CEO Services Agreement), then, in addition to paying or providing the CEO with the Accrued Obligations (as defined in the CEO Services Agreement), the Company will provide the following Change in Control Severance Benefits (as defined in the CEO Services Agreement):

(1)

PDS will pay the base salary continuation benefit for 18 months;

(2)

PDS will pay the life insurance benefit for 18 months;

(3)

PDS will pay an additional amount equivalent to the CEO’s target annual bonus calculated using the bonus percentage for the performance year in which the CEO’s termination occurs. This bonus will be paid in 12 equal installments commencing on the first payroll date that is more than 60 days following the date of termination of the CEO’s employment, with the remaining installments occurring on the first day of the month for the 11 months thereafter;

(4)

PDS will provide the CEO with continued medical and dental benefits, as described above, for 18 months; and

(5)

All stock options (and any other unvested equity incentive award) held by the CEO relating to shares of PDS or the Company will be deemed fully vested and exercisable on the Termination Date, as defined, and the exercise period for such stock options will be increased by a period of two years from the Termination Date.

PDS entered into services agreements (individually, an “Executive Service Agreement,” and collectively, the “Executive Service Agreements”) with each of the Company’s five other members of senior management (individually, “Executive” and collectively, “Executives”), three of which are dated as of December 1, 2021, one of which is dated December 15, 2021 and one of which is dated June 1, 2022. Each of the Executive Services Agreements provides for an initial term of two years that is automatically renewed for one-year periods (except two of the Executive Services Agreement, which provides for an initial term of one year and that is automatically renewed for one-year periods). The Executive Services Agreements initially provided for annual base salaries ranging from $175,000 to $348,000 (pro-rated for services rendered) and annual bonus targets ranging from 30% to 40%. They also provide for long-term incentives in the form of equity awards from time to time under the Portage Biotech Inc. Amended and Restated 2021 Equity Incentive Plan.

On December 19, 2022, the Compensation Committee approved executive compensation for Fiscal 2024 for annual base salaries ranging from $183,750 to $469,000 (pro-rated for services rendered) and annual bonus targets ranging from 30% to 40%.

The Executive Services Agreements can be terminated by PDS without Just Cause, by death or Disability, or by the Executive (except one) for Good Reason (each as defined in the respective Executive Services Agreements). In such instances, the Executive Services Agreements provide for the payment of accrued obligations (accrued unpaid portion of base salary, accrued unused vacation time and any unpaid expenses). Additionally, the Executives (except two) are entitled to 50% of base salary plus 50% of average annual bonus earned over the prior two performance years, as well as prevailing life insurance benefits for a period of six months and medical and dental benefits for a period of six months at the prevailing rate PDS and the Executive were sharing such expenses.

Additionally, all stock options (and any other unvested equity incentive award) held by the Executives relating to shares of the Company will be deemed fully vested and exercisable on the Termination Date (as defined in the respective Executive Services Agreements), and the exercise period for such stock options will be increased by a period of two years from the Termination Date.

If an Executive’s employment by PDS is terminated by the Company or any successor entity without Just Cause (not including termination by virtue of the Executive’s death or Disability) or by the Executive (except one) for Good Reason within 12 months following the effective date of a Change in Control (as defined in the respective Executive Services Agreements), then, in addition to paying or providing the Executive with the Accrued Obligations (as defined in the respective Executive Services Agreements), the Company will provide the following Change in Control Severance Benefits (as defined in the respective Executive Services Agreements), except in two cases in which the Executive is entitled to Item (5) and 50% of Items (1) and (3) below:

(1)

PDS will pay the Base Salary continuation benefit for 12 months;

(2)

PDS will pay the life insurance benefit for 12 months;

(3)

The Company will pay an additional amount equivalent to the Executive’s target annual bonus calculated using the bonus percentage for the performance year in which the Executive’s termination occurs. This bonus will be payable in 12 equal installments commencing on the first payroll date that is more than 60 days following the date of termination of the Executive’s employment, with the remaining installments occurring on the first day of the month for the 11 months thereafter;

(4)

PDS will provide the Executive with continued medical and dental benefits, as described above, for 12 months; and

(5)

All stock options (and any other unvested equity incentive award) held by the Executive relating to shares of PDS or the Company will be deemed fully vested and exercisable on the Termination Date and the exercise period for such stock options will be increased by a period of two years from the Termination Date.

The Executive Services Agreements also include customary confidentiality, as well as provisions relating to assignment of inventions. The Executive Services Agreements also includes non-competition and non-solicitation of employees and customers provision that run during the Executive’s employment with PDS and for a period of one year after termination of employment.

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 expenses on the condensed consolidated statements of financial position as of each of June 30, 2023 and March 31, 2023.

Effective January 1, 2022, each non-employee Board member are 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 6,900 options to purchase Portage ordinary shares, which would vest the first annual anniversary of the grant date. The Company incurred Board fees totaling $82,500 and $75,000 during the three months ended June 30, 2023 and 2022, 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 is entitled to annual fees of $15,000, $12,000 and $8,000, respectively, payable quarterly in arrears. Members of those committees will be entitled to annual fees of $7,500, $6,000 and $4,000, respectively, payable quarterly in arrears.

Condensed Consolidated Interim Statements of Operations and Other Comprehensive Income (Loss) (Unaudited) (Parenthetical) - $ / shares	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Profit or loss [abstract]
Basic earnings (loss) per share	$ (0.33)	$ (0.13)
Diluted earnings (loss) per share	$ (0.33)	$ (0.13)
Weighted average shares outstanding, basic	17,701	13,351
Weighted average shares outstanding, diluted	17,701	13,351

CAPITAL STOCK (Details) - USD ($) $ in Thousands	3 Months Ended
CAPITAL STOCK (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Capital Stock
Beginning balance, Shares	17,606	13,349
Beginning balance, Amount	$ 218,782	$ 158,324
Shares issued under public offering and ATM, net of issue cost, shares	171
Shares issued under public offering and ATM, net of issue costs	$ 613
Shares issued or accrued for services, shares	9	4
Shares issued or accrued for services	$ 30	$ 30
Ending balance, Shares	17,786	13,353
Ending balance, Amount	$ 219,425	$ 158,354

PREPAID EXPENSES AND OTHER RECEIVABLES

3 Months Ended

Jun. 30, 2023

Prepaid Expenses And Other Receivables

PREPAID EXPENSES AND OTHER RECEIVABLES

NOTE 5. PREPAID EXPENSES AND OTHER RECEIVABLES


(In thousands)	As of June 30, 2023		As of March 31, 2023

Prepaid clinical research costs	$	1,783	$	1,653
Prepaid insurance		446		621
Research & development tax credits		186		169
Other prepaid expenses		151		56
Tax deposits		115		119
Other receivables		71		71
Total prepaid expenses and other receivables	$	2,752	$	2,689

LEASE (Details Narrative) $ in Thousands	Jun. 30, 2023 USD ($)
Notes and other explanatory information [abstract]
Security deposit	$ 13

BASIS OF PRESENTATION

3 Months Ended

Jun. 30, 2023

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”), 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, 2023.

These condensed consolidated interim financial statements have been prepared on an historical cost basis except for items disclosed herein at fair value (see Note 17, “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 and Board of Directors (the “Board”) on August 29, 2023.

Consolidation

The condensed consolidated interim 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 60.49% 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. See Note 16, “Related Party Transactions – Share Exchange Agreement – iOx,” for a further discussion;

(c)

Saugatuck, a 70% owned subsidiary incorporated in the British Virgin Islands. Saugatuck and subsidiary refers to Saugatuck and Saugatuck Rx LLC;

(d)

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

(e)

SalvaRx LLC, a wholly-owned subsidiary through SalvaRx;

(f)

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

(g)

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

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 stockholders’ equity. As of June 30, 2023, non-controlling interest represents the 30% shareholder ownership interest in Saugatuck and subsidiary, which is consolidated by the Company. See Note 16, “Related Party Transactions – Share Exchange Agreement – iOx” for a discussion of the Company’s purchase of the balance of the non-controlling interest in iOx.

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 (including the Stimunity Convertible Note (as defined below), deferred tax assets and liabilities, research and development costs, fair value used for acquisition of intangible assets, contingent consideration assumed and measurement of share-based compensation. Significant areas where critical judgments are applied include assessment of impairment of investments, goodwill and in-process research and development and the determination of the accounting acquirer and acquiree in the business combination accounting.

STOCK OPTION RESERVE (Details) - USD ($) $ in Thousands	3 Months Ended
STOCK OPTION RESERVE (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
IfrsStatementLineItems [Line Items]
Stock based compensation expense	$ 769	$ 1,176
Non-controlling interests [member]
IfrsStatementLineItems [Line Items]
Begiining balance		11,659
Stock based compensation expense
Ending balance		11,659
Stock Option Reserve [Member]
IfrsStatementLineItems [Line Items]
Begiining balance	21,204	16,928
Stock based compensation expense	769	1,176
Ending balance	$ 21,973	$ 18,104

ACQUISITION OF TARUS (Tables)

3 Months Ended

Jun. 30, 2023

Acquisition Of Tarus

Schedule of fair value of assets acquired and liabilities assumed


Assets:	(In thousands)
Identifiable intangible assets	$	28,200
Goodwill		538
Total assets	$	28,738
Consideration:
Fair value of shares issued	$	17,200
Liabilities assumed		3,000
Deferred purchase consideration at fair value		8,538
Total liabilities	$	28,738

Schedule of Pro forma Information

Schedule of Pro forma Information
(In thousands)	Three Months Ended June 30, 2022
Loss from operations	$	(3,788	)
Loss before provision for income taxes	$	(3,893	)
Net loss	$	(1,341	)
Total comprehensive loss for period	$	(1,341	)
Loss per share	$	(0.09	)