0001171843-24-001050 | 6-K | XBRL Viewer

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STOCK OPTION RESERVE (Details) - USD ($) $ in Thousands	9 Months Ended
STOCK OPTION RESERVE (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
IfrsStatementLineItems [Line Items]
Stock based compensation expense	$ 2,248	$ 3,614
Non-controlling interests [member]
IfrsStatementLineItems [Line Items]
Balance, beginning of period		11,659
Stock based compensation expense
Settled in iOx exchange		(11,659)
Balance, end of period
Stock Option Reserve [Member]
IfrsStatementLineItems [Line Items]
Balance, beginning of period	21,204	16,928
Stock based compensation expense	2,248	3,614
Settled in iOx exchange
Balance, end of period	$ 23,452	$ 20,542

LEASE (Details Narrative) $ in Thousands	Dec. 31, 2023 USD ($)
Notes and other explanatory information [abstract]
Security deposit	$ 13

SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Dec. 31, 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.

Warrant Liabilities

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

Pursuant to the Purchase Agreement, in the Registered Direct Offering, the Company sold (i) 1,970,000 shares of the Company’s ordinary shares at a purchase price of $1.90 per share and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,187,895 ordinary shares, at a purchase price of $1.899 per Pre-Funded Warrant. Each Pre-Funded Warrant is exercisable for one ordinary share at an exercise price of $0.001 per share, is immediately exercisable, and will expire when exercised in full.

In the Private Placement, the Company issued to such institutional and accredited investor unregistered warrants to purchase up to 3,157,895 ordinary shares (the “Series A Warrants”), unregistered warrants to purchase up to 3,157,895 ordinary shares (the “Series B Warrants”), and unregistered warrants to purchase up to 3,157,895 ordinary shares (the “Series C Warrants,” together with the Series A Warrants and the Series B Warrants, the “Private Warrants”), together exercisable for an aggregate of up to 9,473,685 ordinary shares (the “Private Warrant Shares”). Pursuant to the terms of the Purchase Agreement, for each ordinary share and Pre-Funded Warrant issued in the Registered Direct Offering, an accompanying Series A Warrant, Series B Warrant and Series C Warrant were issued to such institutional and accredited investor. Each Series A Warrant is exercisable for one Private Warrant Share at an exercise price of $1.90 per share, is immediately exercisable and will expire 18 months from the date of issuance. Each Series B Warrant is exercisable for one Private Warrant Share at an exercise price of $2.26 per share, is immediately exercisable and will expire three years from the date of issuance. Each Series C Warrant is exercisable for one Private Warrant Share at an exercise price of $2.26 per share, is immediately exercisable and will expire five years from the date of issuance. The net proceeds to the Company from the Offerings were approximately $5.3 million, after deducting placement agent’s fees and estimated offering expenses.

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

The Company accounts for the Series B Warrants, the Series C Warrants and the Placement Agent Warrants (defined below) under IAS 9, “Financial Instruments” and IAS 32, “Financial Instruments: Presentation”. IAS 32 states a financial liability is any liability that is:

(a)

a contractual obligation:

(i)

to deliver cash or another financial asset to another entity; or

(ii)

to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the entity; or

(b)

a contract that will or may be settled in the entity’s own equity instruments and is:

(i)

a non-derivative for which the entity is or may be obliged to deliver a variable number of the entity’s own equity instruments; or

(ii)

a derivative that will or may be settled other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of the entity’s own equity instruments. For this purpose, rights, options or warrants to acquire a fixed number of the entity’s own equity instruments for a fixed amount of any currency are equity instruments if the entity offers the rights, options or warrants pro rata to all of its existing owners of the same class of its own non-derivative equity instruments. Also, for these purposes the entity’s own equity instruments do not include puttable financial instruments that are classified as equity instruments in accordance with paragraphs 16A and 16B, instruments that impose on the entity an obligation to deliver to another party a pro rata share of the net assets of the entity only on liquidation and are classified as equity instruments in accordance with paragraphs 16C and 16D, or instruments that are contracts for the future receipt or delivery of the entity’s own equity instruments.

As an exception, an instrument that meets the definition of a financial liability is classified as an equity instrument if it has all the features and meets the conditions in paragraphs 16A and 16B or paragraphs 16C and 16D.

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

The Series B Warrants, the Series C Warrants and the Placement Agent Warrants (defined below) include the obligation, in the event of a Fundamental Transaction, as defined in such warrants, for the Company or the successor entity to purchase the warrants from the holder at the discretion of the holder and at the Black-Scholes value, as defined in the warrant agreements. As a result, management concluded that such warrants met the criteria of paragraphs 16A and 16B of IAS 32 and should be reflected as a liability on the condensed consolidated interim statement of financial position with the changes in fair value recognized in the current and future condensed consolidated interim statement of operations and other comprehensive income (loss).

Series A Warrants and Pre-Funded Warrants

The Series A Warrants and the Pre-Funded Warrants are classified as a component of equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the ordinary shares with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase such warrants, and permit the holders to receive a fixed number of ordinary shares upon exercise. In addition, the Series A Warrants and the Pre-Funded Warrants do not provide any guarantee of value or return. See Note 13, “Capital Stock,” for a further discussion.

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 and nine months ended December 31, 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 is 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 consolidated financial statements.

INVESTMENT IN ASSOCIATE AND CONVERTIBLE NOTE RECEIVABLE (Details 1) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023
Investment In Associate And Convertible Note Receivable
Beginning balance	$ 806	$ 1,673	$ 1,673
Share of loss	(226)	(268)
Conversion of Stimunity Convertible Note	429
Impairment loss	(557)
Share of loss
Ending balance	$ 452	$ 1,405	$ 806

INVESTMENT IN PUBLIC COMPANY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 07, 2023	Jul. 05, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Apr. 30, 2023	Jul. 11, 2019
IfrsStatementLineItems [Line Items]
Impairment loss
Holding shares								644,229
Carrying value			$ 5,544		$ 5,544
O C I [Member]
IfrsStatementLineItems [Line Items]
Impairment loss							$ 5,532
Unrealized gain or loss			$ 2,975	$ 4,046	$ 3,456	$ 4,046
Intensity [Member]
IfrsStatementLineItems [Line Items]
Number of shares sold	585,000	3,900,000
Price per share		$ 5.00
Net proceeds		$ 16,200
Additional antidilution shares					2,659,000
Percentage of voting equity interests acquired			4.70%		4.70%
Intensity [Member] \| Acquisition Of Salva Rx [Member]
IfrsStatementLineItems [Line Items]
Private investment interest					$ 4,500
Acquisition of shares			1,000,000		1,000,000
Percentage of equity held			7.50%		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

NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands	9 Months Ended
NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
IfrsStatementLineItems [Line Items]
Non-controlling interest, at beginning	$ (650)	$ 44,229
Net (loss) attributable to non-controlling interest	(19)	(48)
Purchase of non-controlling interest pursuant to Share Exchange Agreement		(44,824)
Non-controlling interest, at ending	(669)	(643)
I O X [Member]
IfrsStatementLineItems [Line Items]
Non-controlling interest, at beginning		44,701
Net (loss) attributable to non-controlling interest		123
Purchase of non-controlling interest pursuant to Share Exchange Agreement		(44,824)
Non-controlling interest, at ending
Saugatuck And Subsidiary [Member]
IfrsStatementLineItems [Line Items]
Non-controlling interest, at beginning	(650)	(472)
Net (loss) attributable to non-controlling interest	(19)	(171)
Purchase of non-controlling interest pursuant to Share Exchange Agreement
Non-controlling interest, at ending	$ (669)	$ (643)

CAPITAL STOCK (Details) - Issued capital [member] - USD ($) shares in Thousands, $ in Thousands	9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
IfrsStatementLineItems [Line Items]
Ordinary shares beginning balance, shares	17,606	13,349
Ordinary shares beginning balance, amount	$ 218,782	$ 158,324
Ordinary shares ending balance, amount	$ 219,494	$ 216,630
Shares issued under Registered Direct Offering, net of issue costs, shares	1,970
Shares issued under Registered Direct Offering, net of issue costs
Shares issued under ATM, net of issue costs, shares	186	88
Shares issued under ATM, net of issue costs	662	586
Shares issued or accrued for services, shares	16	13
Shares issued or accrued for services, amount	$ 50	$ 90
Shares issued in Tarus acquisition, shares		2,426
Shares issued in Tarus acquisition, amount		$ 17,200
Shares issued in iOx exchange, shares		1,070
Shares issued in iOx exchange, amount		$ 9,737
Excess of non-controlling interest acquired over consideration iOx, shares
Excess of non-controlling interest acquired over consideration iOx, amount		$ 29,609
Shares issued to Lincoln for commitment fee under Committed Purchase Agreement, shares		94
Shares issued to Lincoln for commitment fee under Committed Purchase Agreement, amount		$ 900
Purchase of shares issued under Committed Purchase Agreement, net of issue costs, shares		30
Purchase of shares issued under Committed Purchase Agreement, net of issue costs, amount		$ 184
Ordinary shares ending balance, shares	19,778	17,070
Ordinary shares ending balance, amount	$ 219,494	$ 216,630

RELATED PARTY TRANSACTIONS

9 Months Ended

Dec. 31, 2023

Notes and other explanatory information [abstract]

RELATED PARTY TRANSACTIONS

NOTE 17. 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 December 31, 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 Chief Executive Officer (“CEO”) of Portage is one of three members of the board of directors of Stimunity (see Note 6, “Investment in Associate and Convertible Note Receivable,” and Note 16, “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 shared services agreements.

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 gain from the change (decrease) in the fair value of the liability of $4.580 million and $4.126 million for the three and nine months ended December 31, 2023, respectively. The deferred obligation - iOx milestone balance had no value as of December 31, 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. By approval of the Compensation Committee of the Board (the “Compensation Committee”), the CEO’s base salary for the year ended March 31, 2024 (“Fiscal Year 2024”) was increased to $642,700. 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. 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.

The CEO Services Agreement with PDS may be terminated by the CEO 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. 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.

Finally, 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 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 (other than for the CEO) for Fiscal Year 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 liabilities on the condensed consolidated statements of financial position as of each of December 31, 2023 and March 31, 2023. No executive performance bonus has been recommended or approved by the Compensation Committee or the Board for Fiscal Year 2024.

Effective January 1, 2022, each non-employee Board member is entitled to receive cash Board fees of $40,000 per annum, payable quarterly in arrears. Additionally, each non-employee Board member is entitled to an annual grant of 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 during each of the three months ended December 31, 2023 and 2022, and $247,500 and $240,000 during the nine months ended December 31, 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 of the Board is entitled to annual fees of $15,000, $12,000 and $8,000, respectively, payable quarterly in arrears. Members of those committees are entitled to annual fees of $7,500, $6,000 and $4,000, respectively, payable quarterly in arrears.

WARRANT LIABILITY (Details 2) - Series C Warrants [Member] - $ / shares		9 Months Ended
	Oct. 03, 2023	Dec. 31, 2023
IfrsStatementLineItems [Line Items]
Exercise price	$ 2.26	$ 2.26
Share price	$ 1.97	$ 1.82
Expected life	5 years	4 years 9 months 3 days
Expected volatility	100.70%	102.04%
Risk free interest rate	4.80%	3.86%
Expected dividend

INCOME TAXES (Details Narrative) - USD ($) $ in Millions	9 Months Ended
INCOME TAXES (Details Narrative) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023
IfrsStatementLineItems [Line Items]
Federal net operating losses	$ 0.5
Deferred tax assets	0.1		$ 0.2
Research and development credit receivables			0.2
I O X [Member]
IfrsStatementLineItems [Line Items]
Deferred tax liabilities	0.0		$ 10.6
Reduction of deferred tax liabilities	13.0
Current losses	2.4	$ 0.9
Net tax benefit	10.6	1.8
Change in the deferred income tax rate		0.2
Change in the deferred income tax rate		$ 2.9
I P R D [Member]
IfrsStatementLineItems [Line Items]
Loss on impairment	$ 46.9

ACQUISITION OF TARUS (Details 1) $ / shares in Units, $ in Thousands	9 Months Ended
	Dec. 31, 2022 USD ($) $ / shares
Acquisition Of Tarus
Loss from operations	$ (12,200)
Loss before provision for income taxes	(12,833)
Net loss	(9,927)
Total comprehensive loss for period	$ (13,945)
Loss per share \| $ / shares	$ (0.60)

Condensed Consolidated Interim Statements of Financial Position (Unaudited) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023
Current assets
Cash and cash equivalents	$ 5,341	$ 10,545
Prepaid expenses and other receivables	2,175	2,689
Convertible note receivable		442
Total current assets	7,516	13,676
Non-current assets
Investment in associate	452	806
Investment in public company	5,544	2,087
In-process research and development	34,761	81,683
Deferred commitment fee, net of amortization of $450 and $61, respectively	450	839
Right to use asset	263
Other assets, including equipment, net	49	38
Total non-current assets	41,519	85,453
Total assets	49,035	99,129
Current liabilities
Accounts payable and accrued liabilities	2,658	1,865
Lease liability - current, including interest	50
Total current liabilities	2,708	1,865
Non-current liabilities
Lease liability - non-current	225
Warrant liabilities	7,443
Deferred tax liability		10,564
Deferred purchase price payable - Tarus	7,329	7,179
Deferred obligation - iOx milestone		4,126
Total non-current liabilities	14,997	21,869
Total liabilities	17,705	23,734
Shareholders’ Equity
Capital stock	219,494	218,782
Stock option reserve	23,452	21,204
Accumulated other comprehensive loss	(881)	(4,325)
Accumulated deficit	(210,066)	(159,616)
Total equity attributable to owners of the Company	31,999	76,045
Non-controlling interest	(669)	(650)
Total equity	31,330	75,395
Total liabilities and equity	$ 49,035	$ 99,129

WARRANT LIABILITY (Details Narrative) - USD ($)			9 Months Ended
WARRANT LIABILITY (Details Narrative) - USD ($)	Sep. 29, 2023	Aug. 26, 2023	Dec. 31, 2023	Oct. 03, 2023
IfrsStatementLineItems [Line Items]
Exercisable aggregate ordinary shares			9,473,685
Exercise price			$ 1.90
Net proceeds warrants			$ 5,300,000
Estimated offering expenses			700,000
Non-accountable expenses		$ 15,950
Net proceeds warrant liability			5,300,000
Excess of the fair value of the warrant liabilities			3,100,000
Loss on warrant liabilities			2,400,000
Offering expenses			700,000
Change in the fair value of the warrant liabilities			1,000,000.0
Net proceeds warrant liability			$ 7,400,000
Series A Warrants [Member]
IfrsStatementLineItems [Line Items]
Ordinary shares purchase			3,157,895
Series B Warrants [Member]
IfrsStatementLineItems [Line Items]
Ordinary shares purchase			3,157,895
Exercise price			$ 2.26
Series C Warrants [Member]
IfrsStatementLineItems [Line Items]
Ordinary shares purchase			3,157,895
Exercise price			$ 2.26
Placement Agent Warrant [Member]
IfrsStatementLineItems [Line Items]
Interest rate		6.00%
Aggregate gross proceeds		$ 360,000
Management fee percentage		1.00%
Aggregate gross proceeds increase		$ 60,000.00
Non-accountable expenses		75,000
Clearing fees		$ 15,950
Purchase warrants		157,895
Sale of warrant percentage		5.00%
Exercise price warrant per share		$ 2.375
Seies B Warrants [Member]
IfrsStatementLineItems [Line Items]
Fair value of warrant per share			0.97	$ 1.12
Seies C Warrants [Member]
IfrsStatementLineItems [Line Items]
Fair value of warrant per share			1.32	1.48
Placement Agent Warrants [Member]
IfrsStatementLineItems [Line Items]
Fair value of warrant per share			$ 1.31	$ 1.47
Purchase Agreement [Member]
IfrsStatementLineItems [Line Items]
Number of stock sold	1,970,000
Purchase price of per share	$ 1.90
Purchase Agreement [Member] \| Pre Funded Warrants [Member]
IfrsStatementLineItems [Line Items]
Purchase price of per share	$ 1.899
Purchase warrants	1,187,895
Exercise price	$ 0.001

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Tables)

9 Months Ended

Dec. 31, 2023

Financial Instruments And Risk Management

Schedule of financial instrument

Schedule of financial instrument
	As of December 31, 2023						As of March 31, 2023
	Amortized Cost		FVTOCI		FVTPL		Amortized Cost		FVTOCI		FVTPL

Financial assets
Cash and cash equivalents	$	5,341	$	–	$	–	$	10,545	$	–	$	–
Prepaid expenses and other receivables	$	2,175	$	–	$	–	$	2,689	$	–	$	–
Convertible note receivable, including accrued interest, net of impairment	$	–	$	–	$	–	$	–	$	–	$	442
Investment in associate	$	–	$	–	$	452	$	–	$	–	$	806
Investment in public company	$	–	$	5,544	$	–	$	–	$	2,087	$	–


	As of December 31, 2023				As of March 31, 2023
	Amortized Cost		FVTPL		Amortized Cost		FVTPL
Financial liabilities
Accounts payable and accrued liabilities	$	2,658	$	–	$	1,865	$	–
Lease liability - current	$	50	$	–	$	–	$	–
Lease liability - non-current	$	225	$	–	$	–	$	–
Warrant liability	$	–	$	7,443	$	–	$	–
Deferred purchase price payable - Tarus	$	–	$	7,329	$	–	$	7,179
Deferred obligation - iOx milestone	$	–	$	–	$	–	$	4,126

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Details Narrative) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023
IfrsStatementLineItems [Line Items]
Impairment analysis	$ 607	$ 557		$ 557		$ 607
Decreasing the carrying value				452		806
Impairment loss				557
Notes receivable				614
Impairment of convertible note				$ 211
Decreasing impairment carrying value	$ 442
Convertible Note, shares				1,768
Percentage of increased convertible note shares				48.90%
Deferred purchase price payable				$ 8,538
Impairment loss
Tarus Acquisition [Member]
IfrsStatementLineItems [Line Items]
Deferred purchase price payable				7,329		$ 7,179
Tarus [Member]
IfrsStatementLineItems [Line Items]
Loss on decrease in fair value of the liability		620	$ 354	150	338
I O X [Member]
IfrsStatementLineItems [Line Items]
Loss on decrease in fair value of the liability		$ 4,580	$ 144	4,126	$ 90
Impairment loss				$ 46,900

IN-PROCESS RESEARCH AND DEVELOPMENT AND DEFERRED TAX LIABILITY (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023
IfrsStatementLineItems [Line Items]
In-process research and development	$ 34,761	$ 81,683
Deferred tax liability	1,549	13,195
I M M 60 I O X Melanoma Lung Cancers [Member]
IfrsStatementLineItems [Line Items]
In-process research and development	10,968	36,181
I M M 65 I O X Melanoma Lung Cancers [Member]
IfrsStatementLineItems [Line Items]
In-process research and development		21,709
I O X [Member]
IfrsStatementLineItems [Line Items]
In-process research and development	10,968	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 (Tables)

9 Months Ended

Dec. 31, 2023

Notes and other explanatory information [abstract]

Schedule of income tax benefit

Schedule of income tax benefit
	Nine Months Ended December 31,
(In thousands)	2023			2022

Current:
Federal	$	(15	)	$	(16	)
State and local		–			(8	)
Foreign		–			–
Total current		(15	)		(24	)

Deferred:
Federal		–			–
State and local		–			–
Foreign		10,564			2,930
Total deferred		10,564			2,930
Benefit from income taxes	$	10,549		$	2,906

Schedule of reconciliation income tax rates


	Nine Months Ended December 31,
	2023			2022
Loss on ordinary activities before tax	$	(1,712	)	$	(1,230	)
Statutory U.S. income tax rate		21.0	%		21.0	%
Income tax benefit at statutory income tax rate		359			258
Share-based compensation expense recognized for financial statement purposes		(419	)		–
Other losses (unrecognized)		(14	)		(282	)
Utilization of losses not previously benefitted		59			–
Income tax (expense)	$	(15	)	$	(24	)

Schedule of effective income tax rates

Schedule of effective income tax rates
	Nine Months Ended December 31,
	2023			2022
Loss on ordinary activities before tax	$	(52,013	)	$	(4,567	)
Statutory U.K. income tax rate		25.0	%		19.0	%
Loss at statutory income tax rate		13,003			868

Change from increase in deferred income tax rate		–			274
Derecognition of deferred tax assets		(2,451	)		–
Foreign currency effect		12			1,788
Income tax benefit	$	10,564		$	2,930

Schedule of reconciliation of financial statement income (loss)


	Nine Months Ended December 31,
	2023												2022
	United States			BVI			United Kingdom			Total			United States			BVI			United Kingdom			Total

Pre-tax loss	$	(1,712	)	$	(14,473	)	$	(52,570	)	$	(68,755	)	$	(1,230	)	$	(7,320	)	$	(4,567	)	$	(13,117	)
Share-based compensation expense for financial statement purposes for which no benefit was taken		1,997			–			–			1,997			–			–			–			–
Loss for which no benefit was taken		–			–			–			–			1,622			–			–			1,622
Losses not subject to tax		65			14,473			557			15,095			–			7,320			–			7,320
Utilization of losses not previously benefitted		(280	)		–			–			(280	)		(314	)		–			–			(314	)
Taxable income (loss)	$	70		$	–		$	(52,013	)	$	(51,943	)	$	78		$	–		$	(4,567	)	$	(4,489	)

Schedule of deferred tax assets and liabilities


	As of December 31,			As of March 31,
	2023			2023
Deferred tax assets:
Net operating loss	$	(5,500	)	$	(4,131	)
Deferred tax asset (unrecognized)		3,951			1,500
Deferred tax asset		(1,549	)		(2,631	)

Deferred tax liabilities:
In-process research and development		1,549			13,195
Deferred tax liability		1,549			13,195

Net deferred tax liability	$	–		$	10,564

INVESTMENT IN ASSOCIATE AND CONVERTIBLE NOTE RECEIVABLE (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 13, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023
IfrsStatementLineItems [Line Items]
Convertible note description	the Company funded a €600,000 convertible note (the “Stimunity Convertible Note”) with a maturity date of September 1, 2023 (the “Maturity Date”). The Stimunity Convertible Note provided for simple interest at 7% per annum and provided for automatic conversion into Series A shares of Stimunity upon Stimunity completing a Series A round for at least €20 million. Also, the Company was entitled, in certain circumstances, to convert the Stimunity Convertible Note into Series A shares of Stimunity at the subscription share price less 15%, or if Stimunity completed 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 had the right to convert the Stimunity Convertible Note and the historical Series A shares of Stimunity owned into the new category of shares of Stimunity. Stimunity did not close a financing prior to the Maturity Date. In December 2023, the Company completed a transfer of its equity in Stimunity and the Stimunity Convertible Note to iOx. In connection with that transfer, the Stimunity Convertible Note was converted into 1,768 Class A shares of Stimunity. See Note 16, “Commitments and Contingent Liabilities – Stimunity Convertible Note,” for a further discussion.
Impairment analysis		$ 557,000		$ 557,000		$ 607,000
Decreasing the carrying value				452,000		$ 806,000
Stimunity S A [Member]
IfrsStatementLineItems [Line Items]
Equity in (loss) income		$ 137,000	$ 152,000	$ 227,000	$ 268,000

Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss for the period	$ (50,469)	$ (10,211)
Adjustments for non-cash items:
Share-based compensation expense	2,248	3,614
Change in fair value of deferred purchase price payable – Tarus and deferred obligation – iOx milestone	(3,976)	428
Impairment loss - iOx IPR&D	46,922
Impairment loss - Stimunity	557
Loss on Registered Direct Offering	2,432
Offering costs	662
Change in fair value of warrant liability	(989)	(33)
Commitment fee under Committed Purchase Agreement	389
Decrease in deferred tax liability	(10,564)	(2,930)
Share of loss in associate	226	268
Fair value of shares issued for services	50	90
Depreciation	41	1
Foreign exchange transaction loss		(15)
Changes in operating working capital:
Accounts receivable	184	25
Prepaid expenses and other receivables	316	(354)
Other assets	1	24
Accounts payable and accrued liabilities	794	1,671
Other		30
Net cash used in operating activities	(11,176)	(7,392)
Cash flows from investing activities:
Purchase of convertible note receivable		(614)
Purchase of equipment		(3)
Net cash used in investing activities		(617)
Cash flows from financing activities:
Proceeds from Registered Direct Offering	5,338
Proceeds from shares issued under ATM and Committed Purchase Agreement	682	794
Share issuance costs	(20)	(24)
Repayment of lease liability	(28)
Repayment of notes payable assumed in Tarus acquisition		(2,000)
Repayment of milestone obligation assumed in Tarus acquisition		(1,009)
Net cash provided by (used in) financing activities	5,972	(2,239)
Decrease in cash and cash equivalents during period	(5,204)	(10,248)
Cash and cash equivalents at beginning of period	10,545	23,352
Cash and cash equivalents at end of period	5,341	13,104
Supplemental disclosure of cash flow information:
Cash paid for interest	22
Supplemental disclosure of non-cash investing and financing activities:
Exchange of Stimunity Convertible Note for Stimunity shares at fair value	429
Right to use asset acquired	303
Lease liability incurred	303
Fair value of shares issued for Tarus		17,200
Fair value of shares issued for non-controlling interest purchase of iOx		9,737
Fair value of deferred purchase price payable – Tarus		8,538
Fair value of deferred obligation – iOx milestone		5,478
Liabilities assumed in Tarus acquisition		3,000
Fair value of shares issued for commitment fees – Committed Purchase Agreement		$ 900

PREPAID EXPENSES AND OTHER RECEIVABLES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023
Notes and other explanatory information [abstract]
Prepaid clinical research costs	$ 1,866	$ 1,653
Tax deposits	104	119
Prepaid insurance	97	621
Other receivables	56	71
Other prepaid expenses	52	56
Research & development tax credits		169
Total prepaid expenses and other receivables	$ 2,175	$ 2,689

CAPITAL DISCLOSURES

9 Months Ended

Dec. 31, 2023

Capital Disclosures

CAPITAL DISCLOSURES

NOTE 19. CAPITAL DISCLOSURES

The Company considers the items included in shareholders’ equity as capital. The Company had accounts payable and accrued liabilities of approximately $2.7 million and lease liability - current of $0.050 million as of December 31, 2023 (accounts payable and accrued liabilities of approximately $1.9 million as of March 31, 2023) and current assets of approximately $7.5 million as of December 31, 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 December 31, 2023, shareholders’ equity attributable to the owners of the company was approximately $32.0 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 nine months ended December 31, 2023 and 2022.

NATURE OF OPERATIONS

9 Months Ended

Dec. 31, 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 treatments the Company believes will be first-in class therapies that target known checkpoint resistance pathways to improve long-term treatment response and quality of life in patients with invasive cancers. Portage’s access to next-generation technologies coupled with a deep understanding of biological mechanisms enables the identification of clinical therapies and product development strategies that accelerate these medicines through the translational pipeline. After a review of the Company’s funding requirements and related program prioritization, the Company has shifted its focus to advancing its adenosine platform in the ADPORT-601 trial and the Company’s Board of Directors (the “Board”) has made the decision to pause further drug development in the PORT-2 invariant natural killer T-cell (“iNKT”) program. As a result, the Company will evaluate a range of potential strategic options, which may include among other things, finding a partner for its iNKT program or other corporate transactions.

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.

In September 2021, the Company, through SalvaRx, exchanged certain notes, accrued interest, warrants and receivables in exchange for shares of iOx representing 17.83% of the outstanding shares of iOx. As a result of this exchange, the Company, through SalvaRx, increased its ownership of iOx from 60.49% to 78.32%. On July 18, 2022, the Company purchased the remaining non-controlling interest of iOx. See Note 17, “Related Party Transactions – Share Exchange Agreement – iOx,” for a further discussion.

Condensed Consolidated Interim Statements of Operations and Other Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Expenses
Research and development	$ 2,771	$ 2,535	$ 10,636	$ 5,976
General and administrative expenses	1,254	2,224	4,316	6,523
Loss from operations	(4,025)	(4,759)	(14,952)	(12,499)
Change in fair value of deferred purchase price payable - Tarus and deferred obligation - iOx milestone	5,200	(498)	3,976	(428)
Loss on Registered Direct Offering	(2,432)		(2,432)
Offering costs	(662)		(662)
Change in fair value of warrant liability	989	8	989	33
Impairment loss - iOx IPR&D	(46,922)		(46,922)
Impairment loss - Stimunity	(557)		(557)
Commitment fee under Committed Purchase Agreement	(389)		(389)
Share of loss in associate accounted for using equity method	(136)	(152)	(226)	(268)
Depreciation expense	(15)	(1)	(41)	(1)
Foreign exchange transaction gain (loss)	8	50	9	(60)
Interest income	75	50	214	115
Interest expense	(9)		(25)	(9)
Loss before benefit (expense) for income taxes	(48,875)	(5,302)	(61,018)	(13,117)
Income tax benefit (expense)	9,497	(2,199)	10,549	2,906
Net loss	(39,378)	(7,501)	(50,469)	(10,211)
Other comprehensive income (loss)
Net unrealized gain (loss) on investments	2,975	(4,017)	3,444	(4,017)
Total comprehensive loss for period	(36,403)	(11,518)	(47,025)	(14,228)
Net loss attributable to:
Owners of the Company	(39,373)	(7,485)	(50,450)	(10,163)
Non-controlling interest	(5)	(16)	(19)	(48)
Net loss	(39,378)	(7,501)	(50,469)	(10,211)
Comprehensive loss attributable to:
Owners of the Company	(36,398)	(11,502)	(47,006)	(14,180)
Non-controlling interest	(5)	(16)	(19)	(48)
Total comprehensive loss for period	$ (36,403)	$ (11,518)	$ (47,025)	$ (14,228)

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Financial assets
Cash and cash equivalents	$ 5,341	$ 10,545	$ 13,104	$ 23,352
Financial liabilities
Lease liability - current	50
Lease liability - non-current	225
Warrant liability	7,400
Deferred purchase price payable - Tarus	7,329	7,179
Deferred obligation - iOx milestone		4,126
Amortized Cost [Member]
Financial assets
Cash and cash equivalents	5,341	10,545
Prepaid expenses and other receivables	2,175	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	2,658	1,865
Lease liability - current	50
Lease liability - non-current	225
Warrant liability
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	5,544	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
Investment in associate	452	806
Investment in public company
Financial liabilities
Accounts payable and accrued liabilities
Lease liability - current
Lease liability - non-current
Warrant liability	7,443
Deferred purchase price payable - Tarus	7,329	7,179
Deferred obligation - iOx milestone		$ 4,126

EVENTS AFTER THE BALANCE SHEET DATE

9 Months Ended

Dec. 31, 2023

Events After Balance Sheet Date

EVENTS AFTER THE BALANCE SHEET DATE

NOTE 21. EVENTS AFTER THE BALANCE SHEET DATE

In January 2024, the Company commenced selling its shares in Intensity on Nasdaq. Through February 26, 2024, the Company had sold an aggregate 486,213 shares for proceeds, net of related expenses, of $2.1 million.

GOING CONCERN

9 Months Ended

Dec. 31, 2023

Notes and other explanatory information [abstract]

GOING CONCERN

NOTE 2. GOING CONCERN

As of December 31, 2023, the Company had cash and cash equivalents of approximately $5.3 million and total current liabilities of approximately $2.7 million. For the nine months ended December 31, 2023, the Company is reporting a net loss of approximately $50.5 million, and cash used in operating activities of approximately $11.2 million. As of January 31, 2024, the Company had approximately $5.3 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 “at-the-market” (“ATM”) offering program and Committed Purchase Agreement (as defined below) with Lincoln Park Capital Fund, LLC (“Lincoln”), will be sufficient to meet its anticipated cash requirements through the end of September 2024. Access to the Committed Purchase Agreement with Lincoln is generally limited based on, among other things, the Company’s Nasdaq trading volume. Furthermore, under General Instruction I.B.5 to Form F-3 (the “Baby Shelf Rule”), the amount of funds the Company can raise through primary public offerings of securities in any 12-month period using its registration statement on Form F-3 is limited to one-third of the aggregate market value of the ordinary shares held by the Company’s non-affiliates, which limitation may change over time based on the Company’s stock price, number of ordinary shares outstanding and the percentage of ordinary shares held by non-affiliates. The Company is therefore limited by the Baby Shelf Rule as of the filing of this Form 6-K, until such time as its non-affiliate public float exceeds $75 million. 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 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. See Note 13, “Capital Stock,” for a discussion of the issuance of additional shares in October 2023.

INCOME TAXES (Details) - USD ($) $ in Thousands	9 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current:
Federal	$ (15)	$ (16)
State and local		(8)
Foreign
Total current	(15)	(24)
Deferred:
Federal
State and local
Foreign	10,564	2,930
Total deferred	10,564	2,930
Benefit from income taxes	$ 10,549	$ 2,906

LEASE

9 Months Ended

Dec. 31, 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 December 31,	Amount
2024	$	80
2025		82
2026		83
2027		85
2028		28
Total		358
Less: interest		(83	)
Total lease liability		275
Lease liability - current		50
Lease liability - non-current	$	225

SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Dec. 31, 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 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

STOCK OPTION RESERVE (Details Narrative) $ / shares in Units, $ in Millions				1 Months Ended	3 Months Ended		9 Months Ended
	Mar. 29, 2023 shares	Jul. 27, 2022 $ / shares shares	Jun. 08, 2022 $ / shares shares	Mar. 30, 2023 $ / shares shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($)	Mar. 31, 2023 shares
IfrsStatementLineItems [Line Items]
Equity incentive plan increased shares	2,880,992			879,180
Percentage of ordinary shares outstanding				5.00%
Common stock capital share reserved for future issuance					2,880,992		2,880,992
Reserved for awards previously granted shares					2,342,160		2,342,160
Shares remained available for future awards							538,832
Number of shares available for awards				746,120
Number of shares available for granted				87,600
Number of shares available for grants				651,020
Number of shares available for option granted				7,500
Share based compensation expense \| $					$ 0.7	$ 1.2	$ 2.2	$ 3.6
Vested Options [Member]
IfrsStatementLineItems [Line Items]
Options outstanding					7,500		7,500		7,500
Unvested Options [Member]
IfrsStatementLineItems [Line Items]
Options outstanding									738,620
Non Executive Board [Member]
IfrsStatementLineItems [Line Items]
Number of shares purchased				14,600
Stock Options [Member]
IfrsStatementLineItems [Line Items]
Exercisable price \| $ / shares				$ 2.92
Amended And Restated 2021 Equity Incentive Plan [Member]
IfrsStatementLineItems [Line Items]
Share based compensation expense \| $							$ 1.8
Executive [Member] \| Amended And Restated 2021 Equity Incentive Plan [Member]
IfrsStatementLineItems [Line Items]
Stock granted			50,000
Exercisable price \| $ / shares			$ 11.00
Board Of Directors [Member] \| Amended And Restated 2021 Equity Incentive Plan [Member]
IfrsStatementLineItems [Line Items]
Stock granted		15,900
Exercisable price \| $ / shares		$ 10.06

WARRANT LIABILITY (Tables)

9 Months Ended

Dec. 31, 2023

IfrsStatementLineItems [Line Items]

Schedule of warrant liability

Schedule of warrant liability
	Exercise Price		Warrants		Fair Value Balance
					In 000’$
Warrant liability as of April 1, 2023	$	–		–	$	–
Fair value of warrants at issuance on October 3, 2023:
Class B Warrants	$	2.26		3,157,895		3,537
Class C Warrants	$	2.26		3,157,895		4,663
Placement Agent Warrants	$	2.375		157,895		232
Change in fair value of warrant liability		–		–		(989	)
Warrant liability as of December 31, 2023		–		6,473,685	$	7,443

Series B Warrants [Member]

IfrsStatementLineItems [Line Items]

Schedule of fair value

Schedule of fair value
	October 3, 2023	December 31, 2023
Exercise price	$2.26	$2.26
Share price	$1.97	$1.82
Expected life	3.01 years	2.76 years
Expected volatility	90.4%	92.27%
Risk-free interest rate	4.95%	4.06%
Dividend yield	–	–

Series C Warrants [Member]

IfrsStatementLineItems [Line Items]

Schedule of fair value

Schedule of fair value
	October 3, 2023	December 31, 2023
Exercise price	$2.26	$2.26
Share price	$1.97	$1.82
Expected life	5.00 years	4.76 years
Expected volatility	100.7%	102.04%
Risk-free interest rate	4.80%	3.86%
Dividend yield	–	–

Placement Agent Warrants [Member]

IfrsStatementLineItems [Line Items]

Schedule of fair value

Schedule of fair value
	October 3, 2023	December 31, 2023
Exercise price	$2.38	$2.38
Share price	$1.97	$1.82
Expected life	4.99 years	4.76 years
Expected volatility	100.7%	102.04%
Risk-free interest rate	4.80%	3.86%
Dividend yield	–	–

COMMITMENTS AND CONTINGENT LIABILITIES (Details Narrative) $ in Thousands		3 Months Ended	9 Months Ended	12 Months Ended
	Jul. 06, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) shares	Mar. 31, 2023 USD ($)	Mar. 02, 2023 USD ($)	Sep. 12, 2022 EUR (€)
IfrsStatementLineItems [Line Items]
service costs					$ 12,100
Convertible note \| €						€ 600,000
Interest rate						7.00%
Convertible Note, shares \| shares			1,768
Impairment analysis		$ 557	$ 557	$ 607
Decreasing the carrying value			452	806
Amortization of deferred commitment fee		400
Unamortized of deferred commitment fee		$ 450	$ 450	$ 839
Lincoln [Member]
IfrsStatementLineItems [Line Items]
Aggregate value	$ 30,000
Commitment fee	$ 900

WARRANT LIABILITY

9 Months Ended

Dec. 31, 2023

Warrant Liability

WARRANT LIABILITY

NOTE 11. WARRANT LIABILITY

The following table summarizes the changes in the warrant liability during the nine months ended December 31, 2023:

Schedule of warrant liability
	Exercise Price		Warrants		Fair Value Balance
					In 000’$
Warrant liability as of April 1, 2023	$	–		–	$	–
Fair value of warrants at issuance on October 3, 2023:
Class B Warrants	$	2.26		3,157,895		3,537
Class C Warrants	$	2.26		3,157,895		4,663
Placement Agent Warrants	$	2.375		157,895		232
Change in fair value of warrant liability		–		–		(989	)
Warrant liability as of December 31, 2023		–		6,473,685	$	7,443

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

Pursuant to the Purchase Agreement, in the Registered Direct Offering, the Company sold (i) 1,970,000 shares of the Company’s ordinary shares at a purchase price of $1.90 per share and (ii) Pre-Funded Warrants to purchase up to 1,187,895 ordinary shares, at a purchase price of $1.899 per Pre-Funded Warrant. Each Pre-Funded Warrant is exercisable for one ordinary share at an exercise price of $0.001 per share, is immediately exercisable, and will expire when exercised in full.

In the Private Placement, the Company issued to such institutional and accredited investor Series A Warrants to purchase up to 3,157,895 ordinary shares, Series B Warrants to purchase up to 3,157,895 ordinary shares, and Series C Warrants to purchase up to 3,157,895 ordinary shares, together exercisable for an aggregate of up to 9,473,685 ordinary shares. Pursuant to the terms of the Purchase Agreement, for each ordinary share and Pre-Funded Warrant issued in the Registered Direct Offering, an accompanying Series A Warrant, Series B Warrant and Series C Warrant were issued to such institutional and accredited investor. Each Series A Warrant is exercisable for one Private Warrant Share at an exercise price of $1.90 per share, is immediately exercisable and will expire 18 months from the date of issuance. Each Series B Warrant is exercisable for one Private Warrant Share at an exercise price of $2.26 per share, is immediately exercisable and will expire three years from the date of issuance. Each Series C Warrant is exercisable for one Private Warrant Share at an exercise price of $2.26 per share, is immediately exercisable and will expire five years from the date of issuance. The net proceeds to the Company from the Offerings were approximately $5.3 million, after deducting placement agent’s fees and estimated offering expenses of approximately $0.7 million.

Pursuant to an engagement letter, dated as of August 26, 2023, between the Company and H.C. Wainwright & Co., LLC (the “Placement Agent”), the Company paid the Placement Agent a total cash fee equal to 6.0% of the aggregate gross proceeds received in the Offerings, or $0.36 million. The Company also paid the Placement Agent in connection with the Offerings a management fee equal to 1.0% of the aggregate gross proceeds raised in the Offerings ($0.06 million), $75,000 for non-accountable expenses and $15,950 for clearing fees. In addition, the Company issued to the Placement Agent, or its designees, warrants to purchase up to 157,895 ordinary shares (the “Placement Agent Warrants,” and together with the Pre-Funded Warrants and the Private Warrants, the “Warrants”), which represented 5.0% of the aggregate number of ordinary shares and Pre-Funded Warrants sold in the Registered Direct Offering. The Placement Agent Warrants have substantially the same terms as the Series B Warrants and the Series C Warrants, except that the Placement Agent Warrants have an exercise price equal to $2.375, or 125% of the offering price per ordinary share sold in the Registered Direct Offering and will be exercisable for five years from the commencement of the sales pursuant to the Offerings. The Private Warrants, Private Warrant Shares, Placement Agent Warrants and ordinary shares underlying the Placement Agent Warrants were registered for resale under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to a registration statement on Form F-1 that was declared effective by the SEC on November 7, 2023 (the “Resale Registration Statement”).

The Series B Warrants, the Series C Warrants and the Placement Agent Warrants include the obligation, in the event of a Fundamental Transaction, as defined in the Series B Warrants, the Series C Warrants and the Placement Agent Warrants, for the Company or the successor entity to purchase the warrants from the holder at the discretion of the holder and at the Black-Scholes value, as defined in the warrant agreements. As a result, management concluded that, in line with IAS 9, “Financial Instruments” and IAS 32, “Financial Instruments: Presentation,” such warrants will be accounted for as financial liabilities on the condensed consolidated interim statement of financial position with the changes in fair value recognized in the current and future condensed consolidated interim statement of operations and other comprehensive income (loss). The Company allocated the net proceeds of $5.3 million for the Registered Direct Offering to the warrant liability and recognized the excess of the fair value of the warrant liabilities at inception of $3.1 million as a loss on the Registered Direct Offering of $2.4 million and offering expenses of $0.7 million. The Company also recorded a gain of $1.0 million from the change in the fair value of the warrant liabilities at December 31, 2023, resulting in a warrant liability balance at December 31, 2023 of $7.4 million.

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

The accounting for the Series A Warrants and the Pre-Funded Warrants is detailed below in Note 13, “Capital Stock.”

Series B Warrants

A fair value of $1.12 per each Series B Warrant was identified at the issue date of October 3, 2023. A fair value of $0.97 per each warrant has been identified as of December 31, 2023.

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

Schedule of fair value
	October 3, 2023	December 31, 2023
Exercise price	$2.26	$2.26
Share price	$1.97	$1.82
Expected life	3.01 years	2.76 years
Expected volatility	90.4%	92.27%
Risk-free interest rate	4.95%	4.06%
Dividend yield	–	–

Series C Warrants

A fair value of $1.48 per each Series C Warrant was identified at the issue date of October 3, 2023. A fair value of $1.32 per each warrant has been identified as of December 31, 2023.

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

Schedule of fair value
	October 3, 2023	December 31, 2023
Exercise price	$2.26	$2.26
Share price	$1.97	$1.82
Expected life	5.00 years	4.76 years
Expected volatility	100.7%	102.04%
Risk-free interest rate	4.80%	3.86%
Dividend yield	–	–

Placement Agent Warrants

A fair value of $1.47 per each Placement Agent Warrant was identified at the issue date of October 3, 2023. A fair value of $1.31 per each warrant has been identified as of December 31, 2023.

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

Schedule of fair value
	October 3, 2023	December 31, 2023
Exercise price	$2.38	$2.38
Share price	$1.97	$1.82
Expected life	4.99 years	4.76 years
Expected volatility	100.7%	102.04%
Risk-free interest rate	4.80%	3.86%
Dividend yield	–	–

NON-CONTROLLING INTEREST

9 Months Ended

Dec. 31, 2023

Notes and other explanatory information [abstract]

NON-CONTROLLING INTEREST

NOTE 20. 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		–		(19	)		(19	)
Non-controlling interest as of December 31, 2023	$	–	$	(669	)	$	(669	)

(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		123			(171	)		(48	)
Purchase of non-controlling interest pursuant to Share Exchange Agreement		(44,824	)		–			(44,824	)
Non-controlling interest as of December 31, 2022	$	–		$	(643	)	$	(643	)

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 17, “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.

EVENTS AFTER THE BALANCE SHEET DATE (Details Narrative) - USD ($) $ in Millions		9 Months Ended
	Feb. 26, 2024	Dec. 31, 2023
IfrsStatementLineItems [Line Items]
Proceeds from sale of shares, net of related expenses		$ 5.3
Major ordinary share transactions [member]
IfrsStatementLineItems [Line Items]
Number of shares issued	486,213
Proceeds from sale of shares, net of related expenses	$ 2.1

INCOME TAXES (Details 3) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
IfrsStatementLineItems [Line Items]
Pre-tax loss	$ (68,755)	$ (13,117)
Share-based compensation expense for financial statement purposes for which no benefit was taken	1,997
Loss for which no benefit was taken		1,622
Losses not subject to tax	15,095	7,320
Utilization of losses not previously benefitted	(280)	(314)
Taxable income (loss)	(51,943)	(4,489)
United State [Member]
IfrsStatementLineItems [Line Items]
Pre-tax loss	(1,712)	(1,230)
Share-based compensation expense for financial statement purposes for which no benefit was taken	1,997
Loss for which no benefit was taken		1,622
Losses not subject to tax	65
Utilization of losses not previously benefitted	(280)	(314)
Taxable income (loss)	70	78
B V I [Member]
IfrsStatementLineItems [Line Items]
Pre-tax loss	(14,473)	(7,320)
Share-based compensation expense for financial statement purposes for which no benefit was taken
Loss for which no benefit was taken
Losses not subject to tax	14,473	7,320
Utilization of losses not previously benefitted
Taxable income (loss)
Country Of United Kingdom [Member]
IfrsStatementLineItems [Line Items]
Pre-tax loss	(52,570)	(4,567)
Share-based compensation expense for financial statement purposes for which no benefit was taken
Loss for which no benefit was taken
Losses not subject to tax	557
Utilization of losses not previously benefitted
Taxable income (loss)	$ (52,013)	$ (4,567)

COMMITMENTS AND CONTINGENT LIABILITIES

9 Months Ended

Dec. 31, 2023

Notes and other explanatory information [abstract]

COMMITMENTS AND CONTINGENT LIABILITIES

NOTE 16. 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. 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. As a result of the Company’s decision to pause the development with respect to this program, the Company provided a notice of termination under the MSA. The Company is in negotiations to settle any obligations with respect to the MSA.

On March 1, 2023, Tarus entered into a clinical service agreement with Fortrea Inc. (formerly Labcorp Drug Development Inc.), a third-party CRO. The term of the agreement is through the earlier of August 14, 2025 or the completion of provision of services and the payment of contractual obligations. The budgeted costs for the services to be provided is approximately $12.1 million.

Stimunity Convertible Note

On September 12, 2022, the Company funded €600,000 under the Stimunity Convertible Note, with a maturity date of September 1, 2023. The Stimunity Convertible Note provided for simple interest at 7% per annum and provided for automatic conversion into Series A shares of Stimunity upon Stimunity completing a Series A round for at least €20 million. Also, the Company was entitled, in certain circumstances, to convert the Stimunity Convertible Note into Series A shares of Stimunity at the subscription share price less 15%, or if Stimunity completed a financing with a new category of shares (other than Common Shares or Series A shares of Stimunity) for the Minimum Raise, the Company had the right to convert the Stimunity Convertible Note and the historical Series A shares of Stimunity owned into the new category of shares of Stimunity. Stimunity did not close a financing prior to the Maturity Date. In December 2023, the Company completed a transfer of its equity in Stimunity and the Stimunity Convertible Note to iOx. In connection with that transfer, the Stimunity Convertible Note was converted into 1,768 Class A shares of Stimunity. See Note 6, “Investment in Associate and Convertible Note Receivable,” for a further discussion. As of December 31, 2023, the Company determined that there was an indication of impairment of the investment in Stimunity, based upon the inability of Stimunity to obtain financing. The Company recorded a provision of impairment of $0.557 million with respect to the investment in Stimunity, decreasing the carrying value of the investment in Stimunity to $0.452 million at December 31, 2023.

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 condensed consolidated interim statements of financial position as of December 31, 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. In the three months ended December 31, 2023, the Company recorded amortization of $0.4 million to recognize the commitment term that has expired through that date. The unamortized balance of the deferred commitment fee was $0.45 million and $0.839 million as of December 31, 2023 and March 31, 2023, respectively.

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.

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

The Company is obligated under the 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 17, “Related Party Transactions – Share Exchange Agreement – iOx,” respectively, for further discussions.

STOCK OPTION RESERVE (Details 2) - $ / shares	9 Months Ended
STOCK OPTION RESERVE (Details 2) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
P B I Amended And Restated 2021 Equity Incentive Plan [Member]
IfrsStatementLineItems [Line Items]
Weighted average exercise price	$ 10.53	$ 15.19
Weighted average remaining contractual life (in years)	8 years 1 month 9 days	8 years 4 months 28 days
I O X Option Plan And Subsidiary Plan [Member]
IfrsStatementLineItems [Line Items]
Weighted average exercise price

ACQUISITION OF TARUS

9 Months Ended

Dec. 31, 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”). Per the Merger Agreement, Tarus Therapeutics, Inc. was ultimately merged into Portage Merger Sub II, LLC, 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 determines the fair value of the contractual milestone obligations at each balance sheet date. Any change to the fair value is recorded in the Company’s statements of operations and other comprehensive income (loss). The balance of the deferred purchase price - Tarus was $7.329 million and $7.179 million as of December 31, 2023 and March 31, 2023, respectively.

The following table summarizes the original 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 nine months ended December 31, 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)	Nine Months Ended December 31, 2022
Loss from operations	$	(12,200	)
Loss before provision for income taxes	$	(12,833	)
Net loss	$	(9,927	)
Total comprehensive loss for period	$	(13,945	)
Loss per share	$	(0.60	)

There are no pro forma adjustments for the three and nine months ended December 31, 2023 and the three months ended December 31, 2022 since these periods include the results of operations of Tarus.

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.

NON-CONTROLLING INTEREST (Tables)

9 Months Ended

Dec. 31, 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		–		(19	)		(19	)
Non-controlling interest as of December 31, 2023	$	–	$	(669	)	$	(669	)

(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		123			(171	)		(48	)
Purchase of non-controlling interest pursuant to Share Exchange Agreement		(44,824	)		–			(44,824	)
Non-controlling interest as of December 31, 2022	$	–		$	(643	)	$	(643	)

Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Issued capital [member]	Stock Option Reserve [Member]	Accumulated Other Comprehensive Income Loss [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		3,614			3,614		3,614
Shares issued in Tarus acquisition	$ 17,200				17,200		17,200
Shares issued in Tarus acquisition, shares	2,426
Shares issued in iOx exchange	$ 9,737				9,737	(9,737)
Shares issued in iOx exchange, shares	1,070
Deferred obligation - iOx milestone						(5,478)	(5,478)
Excess of non-controlling interest acquired over consideration - iOx	29,609				29,609	(29,609)
Shares issued to Lincoln for commitment fee under Committed Purchase Agreement	$ 900				900		900
Shares issued to Lincoln for commitment fee under Committed Purchase Agreement, shares	94
Shares issued under ATM	$ 604				604		604
Shares issued under ATM, shares	88
Purchase of shares issued under Committed Purchase Agreement	$ 190				190		190
Purchase of shares issued under Committed Purchase Agreement, shares	30
Share issuance costs	$ (24)				(24)		(24)
Shares issued or accrued for services	$ 90				90		90
Shares issued or accrued for services, shares	13
Net unrealized loss on investments			(4,017)		(4,017)		(4,017)
Net loss for period				(10,163)	(10,163)	(48)	(10,211)
Ending balance, value at Dec. 31, 2022	$ 216,630	20,542	(3,059)	(65,168)	168,945	(643)	168,302
Ending Balance, shares at Dec. 31, 2022	17,070
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		2,248			2,248		2,248
Shares issued under Registered Direct Offering
Shares issued under registered direct offering, shares	1,970
Shares issued under ATM	$ 682				682		682
Shares issued under ATM, shares	186
Share issuance costs under ATM	$ (20)				(20)		(20)
Shares issued or accrued for services	$ 50				50		50
Shares issued or accrued for services, shares	16
Net unrealized loss on investments			3,444		3,444		3,444
Net loss for period				(50,450)	(50,450)	(19)	(50,469)
Ending balance, value at Dec. 31, 2023	$ 219,494	$ 23,452	$ (881)	$ (210,066)	$ 31,999	$ (669)	$ 31,330
Ending Balance, shares at Dec. 31, 2023	19,778

Condensed Consolidated Interim Statements of Operations and Other Comprehensive Income (Loss) (Unaudited) (Parenthetical) - $ / shares shares in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Profit or loss [abstract]
Loss per share, basic	$ (1.88)	$ (0.44)	$ (2.68)	$ (0.65)
Loss per share, diluted	$ (1.88)	$ (0.44)	$ (2.68)	$ (0.65)
Weighted average shares outstanding, basic	20,897	17,039	18,804	15,719
Weighted average shares outstanding, diluted	20,897	17,039	18,804	15,719

ACQUISITION OF TARUS (Details) $ in Thousands	Dec. 31, 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

Condensed Consolidated Interim Statements of Financial Position (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023
Statement of financial position [abstract]
Deferred commitment fee, net of amortization	$ 450	$ 61

INVESTMENT IN ASSOCIATE AND CONVERTIBLE NOTE RECEIVABLE

9 Months Ended

Dec. 31, 2023

Investment In Associate And Convertible Note Receivable

INVESTMENT IN ASSOCIATE AND CONVERTIBLE NOTE RECEIVABLE

NOTE 6. INVESTMENT IN ASSOCIATE AND CONVERTIBLE NOTE RECEIVABLE

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

Name

Principal Activity

Place of Incorporation and

Principal Place of Business

Voting Rights Held as

of December 31, 2023

Voting Rights Held as

of March 31, 2023

Associate: Stimunity S.A.

Biotechnology

Paris, France

48.9%

44.0%

The following table is a roll-forward of the Company’s investment in Stimunity as of and for the nine months ended December 31, 2023 and 2022:

Schedule of investment in stimunity
	As of and for the Nine Months Ended December 31,
(In thousands)	2023			2022

Balance, beginning of period	$	806		$	1,673
Share of loss		(226	)		(268	)
Conversion of Stimunity Convertible Note		429			–
Impairment loss		(557	)		–
Balance, end of period	$	452		$	1,405

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 $137,000 and $152,000 for the three months ended December 31, 2023 and 2022, respectively, and $227,000 and $268,000 for the nine months ended December 31, 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 September 12, 2022, the Company funded a €600,000 convertible note (the “Stimunity Convertible Note”) with a maturity date of September 1, 2023 (the “Maturity Date”). The Stimunity Convertible Note provided for simple interest at 7% per annum and provided for automatic conversion into Series A shares of Stimunity upon Stimunity completing a Series A round for at least €20 million. Also, the Company was entitled, in certain circumstances, to convert the Stimunity Convertible Note into Series A shares of Stimunity at the subscription share price less 15%, or if Stimunity completed 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 had the right to convert the Stimunity Convertible Note and the historical Series A shares of Stimunity owned into the new category of shares of Stimunity. Stimunity did not close a financing prior to the Maturity Date. In December 2023, the Company completed a transfer of its equity in Stimunity and the Stimunity Convertible Note to iOx. In connection with that transfer, the Stimunity Convertible Note was converted into 1,768 Class A shares of Stimunity. See Note 16, “Commitments and Contingent Liabilities – Stimunity Convertible Note,” for a further discussion.

As of December 31, 2023, the Company determined that there was an indication of impairment of the investment in Stimunity based upon the inability of Stimunity to obtain financing. The Company recorded a provision of impairment of $0.557 million with respect to the investment in Stimunity, decreasing the carrying value of the investment in Stimunity to $0.452 million at December 31, 2023.

STOCK OPTION RESERVE

9 Months Ended

Dec. 31, 2023

Notes and other explanatory information [abstract]

STOCK OPTION RESERVE

NOTE 14. STOCK OPTION RESERVE

(a)

The following table provides the activity for the Company’s stock option reserve for the nine months ended December 31, 2023 and 2022:

Schedule of stock option reserve
	Nine Months Ended December 31,
	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		–		2,248		–			3,614
Settled in iOx exchange		–		–		(11,659	)		–
Balance, end of period	$	–	$	23,452	$	–		$	20,542

Stock Options and Restricted Stock Units

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”).

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.

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 reserved for awards under the Amended and Restated 2021 Equity Incentive Plan was increased by 879,180 shares, which represented 5% of ordinary shares outstanding on March 29, 2023, to 2,880,992. As of December 31, 2023, of the 2,880,992 reserved shares under the Amended and Restated 2021 Equity Incentive Plan, 2,342,160 shares were reserved for awards previously granted and 538,832 shares remained available for future awards under such plan.

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 nine months ended December 31, 2023 and 2022 were:


	Nine Months Ended December 31,
	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		–		65,900		–		–
Expired or forfeited		–		–		–		(1,275	)
Balance, end of period		1,963,420		1,217,300		–		–
Exercisable, end of period		773,988		419,705		–		–

(c)

The following is the weighted average exercise price and the remaining contractual life for outstanding options by plan as of December 31, 2023 and 2022:


	As of December 31,
	2023		2022		2023		2022
	PBI Amended and Restated 2021 Equity Incentive Plan				iOx Option Plan (Subsidiary Plan)
Weighted average exercise price	$	10.53		15.19	$	–	$	–
Weighted average remaining contractual life (in years)		8.11		8.41		–		–

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 December 31, 2023 and March 31, 2023, except for 7,500 vested options and 738,620 unvested options as of March 31, 2023.

The Company recorded approximately $0.7 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 December 31, 2023 and 2022, respectively. The Company recorded approximately $2.2 million and $3.6 million of share-based compensation expense with respect to the Amended and Restated 2021 Equity Incentive Plan in the nine months ended December 31, 2023 and 2022, respectively. The Company expects to record additional share-based compensation expense of approximately $1.8 million through March 2027 with respect to the Amended and Restated 2021 Equity Incentive Plan.

As of September 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.

INCOME TAXES (Details 2) - USD ($) $ in Thousands	9 Months Ended
INCOME TAXES (Details 2) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Notes and other explanatory information [abstract]
Loss on ordinary activities before tax	$ (52,013)	$ (4,567)
Statutory U.K. income tax rate	25.00%	19.00%
Loss at statutory income tax rate	$ 13,003	$ 868
Change from increase in deferred income tax rate		274
Derecognition of deferred tax assets	(2,451)
Foreign currency effect	12	1,788
Income tax benefit	$ 10,564	$ 2,930

Cover	9 Months Ended
Cover	Dec. 31, 2023
Cover [Abstract]
Document Type	6-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	Q3
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

WARRANT LIABILITY (Details 3) - Placement Agent Warrants [Member] - $ / shares		9 Months Ended
	Oct. 03, 2023	Dec. 31, 2023
IfrsStatementLineItems [Line Items]
Exercise price	$ 2.38	$ 2.38
Share price	$ 1.97	$ 1.82
Expected life	4 years 11 months 26 days	4 years 9 months 3 days
Expected volatility	100.70%	102.04%
Risk free interest rate	4.80%	3.86%
Expected dividend

INCOME TAXES (Details 4) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023
Deferred tax assets:
Net operating loss	$ (5,500)	$ (4,131)
Deferred tax asset (unrecognized)	3,951	1,500
Deferred tax asset	(1,549)	(2,631)
Deferred tax liabilities:
In-process research and development	1,549	13,195
Deferred tax liability	1,549	13,195
Net deferred tax liability		$ 10,564

GOING CONCERN (Details Narrative) - USD ($) $ in Millions	9 Months Ended
GOING CONCERN (Details Narrative) - USD ($) $ in Millions	Dec. 31, 2023	Jan. 31, 2024
Notes and other explanatory information [abstract]
Cash and cash equivalents	$ 5.3
Total current liabilities	2.7
Net loss	50.5
Cash used in operating activities	11.2
Cash on hand		$ 5.3
Public float	$ 75.0

(LOSS) PER SHARE (Details 1) - shares	Dec. 31, 2023	Dec. 31, 2022
Warrants [member]
IfrsStatementLineItems [Line Items]
Anti-dilutive effect on loss per share	9,631,580
Stock Options [Member]
IfrsStatementLineItems [Line Items]
Anti-dilutive effect on loss per share	1,963,420	1,217,300
Restricted Stock Units [Member]
IfrsStatementLineItems [Line Items]
Anti-dilutive effect on loss per share	378,740	378,740

PREPAID EXPENSES AND OTHER RECEIVABLES (Tables)

9 Months Ended

Dec. 31, 2023

Notes and other explanatory information [abstract]

Schedule of prepaid expense and other receivables


(In thousands)	As of December 31, 2023		As of March 31, 2023

Prepaid clinical research costs	$	1,866	$	1,653
Tax deposits		104		119
Prepaid insurance		97		621
Other receivables		56		71
Other prepaid expenses		52		56
Research & development tax credits		–		169
Total prepaid expenses and other receivables	$	2,175	$	2,689

(LOSS) PER SHARE (Tables)

9 Months Ended

Dec. 31, 2023

Profit or loss [abstract]

Schedule of basic and diluted EPS

Schedule of basic and diluted EPS
	Three Months Ended December 31,						Nine Months Ended December 31,
	2023			2022			2023			2022
Numerator (in 000’$)
Net loss attributable to owners of the Company	$	(39,373	)	$	(7,485	)	$	(50,450	)	$	(10,163	)
Denominator (in 000’)
Weighted average number of shares – Basic and Diluted		20,897			17,039			18,804			15,719
Basic and diluted (loss) per share	$	(1.88	)	$	(0.44	)	$	(2.68	)	$	(0.65	)

Schedule of anti-dilutive share

Schedule of anti-dilutive share
	As of December 31,
	2023		2022
Warrants		9,631,580		–
Stock options		1,963,420		1,217,300
Restricted stock units		378,740		378,740

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended
	Sep. 29, 2023	Dec. 31, 2023	Aug. 26, 2023
IfrsStatementLineItems [Line Items]
Description of nature of non-adjusting event after reporting period		(i) 1,970,000 shares of the Company’s ordinary shares at a purchase price of $1.90 per share and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,187,895 ordinary shares, at a purchase price of $1.899 per Pre-Funded Warrant. Each Pre-Funded Warrant is exercisable for one ordinary share at an exercise price of $0.001 per share, is immediately exercisable, and will expire when exercised in full.
Warrants to purchase ordinary shares			157,895
Exercise per price			$ 2.375
Net proceeds to offerings	$ 5.3
Series A Warrants [Member]
IfrsStatementLineItems [Line Items]
Warrants to purchase ordinary shares	3,157,895
Exercise per price	$ 1.90
Immediately exercisable and expire	18 months
Series B Warrants [Member]
IfrsStatementLineItems [Line Items]
Warrants to purchase ordinary shares	3,157,895
Exercise per price	$ 2.26
Series C Warrants [Member]
IfrsStatementLineItems [Line Items]
Warrants to purchase ordinary shares	3,157,895
Exercise per price	$ 2.26
Private Warrant Shares [Member]
IfrsStatementLineItems [Line Items]
Warrants to purchase ordinary shares	9,473,685

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

9 Months Ended

Dec. 31, 2023

In-process Research And Development And Deferred Tax Liability

Schedule of in-process research and development


		Value as of
Project #	Description	December 31, 2023		March 31, 2023
iOx:
PORT-2 (IMM60)	Melanoma & Lung Cancers	$	10,968	$	36,181
PORT-3 (IMM65)	Ovarian/Prostate Cancers		–		21,709
			10,968		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		$	34,761	$	81,683

Deferred tax liability		$	1,549	$	13,195

INVESTMENT IN ASSOCIATE AND CONVERTIBLE NOTE RECEIVABLE (Details) - Stimunity S A [Member]	9 Months Ended	12 Months Ended
	Dec. 31, 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	48.90%	44.00%

WARRANT LIABILITY (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
IfrsStatementLineItems [Line Items]
Warrants liability exercise price at beginning \| $ / shares
Warrants outstanding, shares at beginning \| shares
Warrants outstanding, fair value at beginning \| $
Change in fair value of warrant liability exercise price \| $ / shares
Change in fair value of warrant liability ,shares \| shares
Change in fair value of warrant liability, amount \| $	$ (989)
Warrants outstanding exercise price at ending \| $ / shares
Warrants outstanding, shares at ending \| shares	6,473,685
Warrants outstanding, fair value at ending \| $	$ 7,443
Class B Warrants [Member]
IfrsStatementLineItems [Line Items]
Fair value of warrants at issuance exercise price \| $ / shares	$ 2.26
Fair value of warrants shares \| shares	3,157,895
Fair value of warrants amount \| $	$ 3,537
Class C Warrants [Member]
IfrsStatementLineItems [Line Items]
Fair value of warrants at issuance exercise price \| $ / shares	$ 2.26
Fair value of warrants shares \| shares	3,157,895
Fair value of warrants amount \| $	$ 4,663
Placement Agent Warrants [Member]
IfrsStatementLineItems [Line Items]
Fair value of warrants at issuance exercise price \| $ / shares	$ 2.375
Fair value of warrants shares \| shares	157,895
Fair value of warrants amount \| $	$ 232

IN-PROCESS RESEARCH AND DEVELOPMENT AND DEFERRED TAX LIABILITY

9 Months Ended

Dec. 31, 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	December 31, 2023		March 31, 2023
iOx:
PORT-2 (IMM60)	Melanoma & Lung Cancers	$	10,968	$	36,181
PORT-3 (IMM65)	Ovarian/Prostate Cancers		–		21,709
			10,968		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		$	34,761	$	81,683

Deferred tax liability		$	1,549	$	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. Based upon the Company’s decision to pause iNKT development (PORT-2 and PORT-3), representing the iOx IPR&D, the Company performed an IAS 36 analysis at December 31, 2023. The Company evaluated the then-current capital markets, the increasing costs of capital, and the delays in the timing of asset development and the likelihood of finding a partner and concluded that a $46.9 million provision for impairment was required for the three and nine months ended December 31, 2023. The Company had previously recognized an impairment loss of $59.3 million for the year ended March 31, 2023 with respect to the iOx IPR&D. 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.

INVESTMENT IN ASSOCIATE AND CONVERTIBLE NOTE RECEIVABLE (Tables)

9 Months Ended

Dec. 31, 2023

Investment In Associate And Convertible Note Receivable

Schedule of investment associate

Name

Principal Activity

Place of Incorporation and

Principal Place of Business

Voting Rights Held as

of December 31, 2023

Voting Rights Held as

of March 31, 2023

Associate: Stimunity S.A.

Biotechnology

Paris, France

48.9%

44.0%

Schedule of investment in stimunity

Schedule of investment in stimunity
	As of and for the Nine Months Ended December 31,
(In thousands)	2023			2022

Balance, beginning of period	$	806		$	1,673
Share of loss		(226	)		(268	)
Conversion of Stimunity Convertible Note		429			–
Impairment loss		(557	)		–
Balance, end of period	$	452		$	1,405

ACQUISITION OF TARUS (Details Narrative) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2023	Mar. 31, 2023	Jul. 02, 2022
IfrsStatementLineItems [Line Items]
Number of share issued		2,425,999
Ordinary shares value	$ 18,000	$ 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
Pro forma adjustments	$ 0	0
Tarus Acquisition [Member]
IfrsStatementLineItems [Line Items]
Milestone payment		15,000
Deferred purchase price payable		$ 7,329	$ 7,179

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)				3 Months Ended		9 Months Ended
	Dec. 31, 2022	Dec. 19, 2022	Dec. 15, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023
IfrsStatementLineItems [Line Items]
Portage ordinary shares						1,070,000
Loss from change increase in the fair value of the liability				$ 4,580,000		$ 4,126,000
Annual base salary			$ 618,000
Compensation committee	$ 600,000
Original annual targets percentage	73.50%
Accounts payable and accrued expenses				400,000		400,000		$ 400,000
Incurred Board fees total				$ 82,500	$ 82,500	$ 247,500	$ 240,000
Annual fees description						Additionally, the chairperson of each of the Audit Committee, Compensation Committee and Nominating Committee of the Board is entitled to annual fees of $15,000, $12,000 and $8,000, respectively, payable quarterly in arrears. Members of those committees are entitled to annual fees of $7,500, $6,000 and $4,000, respectively, payable quarterly in arrears.
Bottom of range [member]
IfrsStatementLineItems [Line Items]
Annual base salary		$ 183,750	$ 175,000
Annual bonus targets ranging percentage		30.00%	30.00%
Top of range [member]
IfrsStatementLineItems [Line Items]
Annual base salary		$ 469,000	$ 348,000
Annual bonus targets ranging percentage		40.00%	40.00%
Salva Rx [Member]
IfrsStatementLineItems [Line Items]
Issuance of unsecured notes, description						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%.

INVESTMENT IN PUBLIC COMPANY

9 Months Ended

Dec. 31, 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 December 31, 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 other comprehensive income (“OCI”). Upon Intensity’s initial public offering (“IPO”) effective June 30, 2023, discussed below, 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 consisted 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 IPO, which was declared effective by the SEC, but subsequently withdrawn prior to closing.

Subsequently, Intensity amended its Form S-1 Registration Statement and continued to complete its IPO. As of both December 31, 2022 and March 31, 2023, the Company undertook an IAS 36 fair value analysis based on the continued existence of external indications of impairment, which resulted in an aggregate $5.532 million of unrealized loss recognized through OCI during the year ended March 31, 2023.

In April 2023, Intensity completed a 1:2 reverse stock split, which reduced the Company’s holdings to 644,229 shares.

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 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. The Company recorded unrealized gains of $2.975 million and $3.456 million through OCI in the three and nine months ended December 31, 2023, respectively, 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 $5.544 million as of December 31, 2023. The Company recorded unrealized loss of $4.046 million through OCI in the three and nine months ended December 31, 2022. The Company owned approximately 4.7% of the issued and outstanding shares of Intensity as of December 31, 2023.

The Company’s lock-up with respect to Intensity shares expired on January 2, 2024. The Board authorized and, in January 2024, began selling its shares in Intensity on Nasdaq. Accordingly, the Company will classify the investment as investment in marketable equity securities in future periods, if necessary.

CAPITAL STOCK (Details Narrative) - USD ($)						9 Months Ended	12 Months Ended
CAPITAL STOCK (Details Narrative) - USD ($)	Sep. 29, 2023	Aug. 26, 2023	Aug. 19, 2022	Jul. 18, 2022	Jul. 06, 2022	Dec. 31, 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						$ 26,500,000
Resale of ordinary shares			$ 30,000,000
Sale of shares			94,508
Number of Prefunded share warrant purchase	1,187,895
Prefunded warrant purchase price	$ 1.899
Gross proceeds from warrant	$ 6,000,000
Exercise price	$ 0.001
Cash fund, description						The Sales Agreement permits the Company to sell in an ATM program up to $50 million of ordinary shares from time to time, the amount of which is included in the $200 million 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. Upon termination of the Sales Agreement, any portion of the $50 million 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								$ 2,600,000
Net proceeds from stock sold								$ 2,500,000
Number of shares exchanged				1,070,000
Minority interest, percentage				21.68%
Number of ordinary share issued					94,508
Description reporting period						(i) 1,970,000 shares of the Company’s ordinary shares at a purchase price of $1.90 per share and (ii) Pre-Funded Warrants to purchase up to 1,187,895 ordinary shares, at a purchase price of $1.899 per Pre-Funded Warrant. Each Pre-Funded Warrant is exercisable for one ordinary share at an exercise price of $0.001 per share, is immediately exercisable, and will expire when exercised in full.
Warrants to purchase ordinary shares		157,895
Exercise per price		$ 2.375
Net proceeds to offerings	$ 5,300,000
Total cash fee equal percentage		6.00%
Gross proceeds received in Offerings		$ 360,000
Offerings management fee equal percentage		1.00%
Gross proceeds raised in offerings		$ 60,000.00
Non-accountable expenses		75,000
Clearing fees		$ 15,950
Percentage of ordinary shares and pre-funded warrants sold		5.00%
Series A Warrants [Member]
IfrsStatementLineItems [Line Items]
Warrants to purchase ordinary shares	3,157,895
Exercise per price	$ 1.90
Immediately exercisable and expire	18 months
Warrant issued						$ 2,968,000
Warrant exercise price						$ 0.94
Series B Warrants [Member]
IfrsStatementLineItems [Line Items]
Warrants to purchase ordinary shares	3,157,895
Exercise per price	$ 2.26
Series C Warrants [Member]
IfrsStatementLineItems [Line Items]
Warrants to purchase ordinary shares	3,157,895
Exercise per price	$ 2.26
Private Warrant Shares [Member]
IfrsStatementLineItems [Line Items]
Warrants to purchase ordinary shares	9,473,685
H C Wainwright [Member]
IfrsStatementLineItems [Line Items]
Shares issued	1,970,000
Purchase price	$ 1.90
Tarus Therapeutics Inc [Member]
IfrsStatementLineItems [Line Items]
Number of shares sold						2,425,999
A T M [Member]
IfrsStatementLineItems [Line Items]
Number of shares sold						186,604	166,145
Net proceeds from sale						$ 700,000	$ 900,000
Lincoln [Member]
IfrsStatementLineItems [Line Items]
Number of shares sold							480,000
Net proceeds from sale							$ 2,000,000

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

9 Months Ended

Dec. 31, 2023

Financial Instruments And Risk Management

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

NOTE 18. 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 December 31, 2023 and March 31, 2023:

Schedule of financial instrument
	As of December 31, 2023						As of March 31, 2023
	Amortized Cost		FVTOCI		FVTPL		Amortized Cost		FVTOCI		FVTPL

Financial assets
Cash and cash equivalents	$	5,341	$	–	$	–	$	10,545	$	–	$	–
Prepaid expenses and other receivables	$	2,175	$	–	$	–	$	2,689	$	–	$	–
Convertible note receivable, including accrued interest, net of impairment	$	–	$	–	$	–	$	–	$	–	$	442
Investment in associate	$	–	$	–	$	452	$	–	$	–	$	806
Investment in public company	$	–	$	5,544	$	–	$	–	$	2,087	$	–


	As of December 31, 2023				As of March 31, 2023
	Amortized Cost		FVTPL		Amortized Cost		FVTPL
Financial liabilities
Accounts payable and accrued liabilities	$	2,658	$	–	$	1,865	$	–
Lease liability - current	$	50	$	–	$	–	$	–
Lease liability - non-current	$	225	$	–	$	–	$	–
Warrant liability	$	–	$	7,443	$	–	$	–
Deferred purchase price payable - Tarus	$	–	$	7,329	$	–	$	7,179
Deferred obligation - iOx milestone	$	–	$	–	$	–	$	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 public entities, accounts payable and accrued liabilities, lease liability, warrant liability, deferred purchase price payable and deferred obligation.

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 Stimunity decreasing the carrying value of the investment in Stimunity to $0.806 million as of March 31, 2023. In connection with the IAS 36 analysis at December 31, 2023, the Company recorded an impairment loss of $0.557 million, reducing the carrying value of the investment in Stimunity to $0.452 million at December 31, 2023. See Note 6, “Investment in Associate and Convertible Note Receivable,” 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 16, “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. As of March 31, 2023, the Company determined that there were indications of impairment, based upon the inability of Stimunity to obtain financing and performed an IAS 36 fair value analysis. 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 Stimunity Convertible Note matured on September 1, 2023 and was not settled. In December 2023, the Company completed a transfer of the investment in Stimunity and the Stimunity Convertible Note to iOx. Simultaneously, the Convertible Note was converted into 1,768 Class A shares of Stimunity, which increased the Company’s interest in Stimunity to 48.9%.

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).

Warrant Liability: The fair value is estimated using a Black-Scholes model and in certain cases, a Monte Carlo simulation (Level 3) (see Note 11, “Warrant Liability”).

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 gain from the change (decrease) in the fair value of the liability of $0.620 million for the three months ended December 31, 2023, and a (loss) from the change (increase) in the fair value of the liability of $0.150 million for the nine months ended December 31, 2023, and a (loss) from the change (increase) in the fair value of the liability of $0.354 million and $0.338 million for the three and nine months ended December 31, 2022, respectively. The deferred purchase price payable - Tarus balance was $7.329 million and $7.179 million as of December 31, 2023 and March 31, 2023, respectively.

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 17, “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. In connection with the decision by the Company to pause its PORT-2 and PORT-3 platforms, the Company performed an impairment analysis which resulted in an impairment loss of $46.9 million recognized at December 31,2023. Additionally, based on the revised plan, the deferred consideration would not be realized. Accordingly, the Company recorded a gain from the change (decrease) in the fair value of the liability of $4.580 million and $4.126 million for the three and nine months ended December 31, 2023, respectively. The Company recorded a (loss) from the change (increase) in the fair value of the liability of $0.144 million and $0.090 million for the three and nine months ended December 31, 2022, respectively. The Company no longer has this obligation in its condensed consolidated financial statements as of December 31, 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 nine months ended December 31, 2023 as the result of Intensity’s IPO. For Fiscal 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,” for a further discussion.

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 December 31, 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 13, “Capital Stock,” for a discussion of the Company’s share offering and Note 16, “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.

IN-PROCESS RESEARCH AND DEVELOPMENT AND DEFERRED TAX LIABILITY (Details Narrative) - USD ($) $ in Millions	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2023	Mar. 31, 2023
In-process Research And Development And Deferred Tax Liability
Provision for impairment	$ 46.9	$ 46.9
Recognized an impairment			$ 59.3

CAPITAL STOCK (Tables)

9 Months Ended

Dec. 31, 2023

Capital Stock

Schedule of unlimited number of common shares without par value


	Nine Months Ended December 31,
	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 Registered Direct Offering, net of issue costs		1,970		–		–		–
Shares issued under ATM, net of issue costs		186		662		88		586
Shares issued or accrued for services		16		50		13		90
Shares issued in Tarus acquisition		–		–		2,426		17,200
Shares issued in iOx exchange		–		–		1,070		9,737
Excess of non-controlling interest acquired over consideration – iOx		–		–		–		29,609
Shares issued to Lincoln for commitment fee under Committed Purchase Agreement		–		–		94		900
Purchase of shares issued under Committed Purchase Agreement, net of issue costs		–		–		30		184
Balance, end of period		19,778	$	219,494		17,070	$	216,630

Schedule of associated fair value

Schedule of associated fair value
		October 3, 2023
Exercise price		$1.90
Share price		$1.97
Expected life		1.50 years
Expected volatility		96.0%
Risk-free interest rate		5.32%
Dividend yield		–

BASIS OF PRESENTATION (Details Narrative)	1 Months Ended	9 Months Ended
BASIS OF PRESENTATION (Details Narrative)	Sep. 30, 2021	Dec. 31, 2023
IfrsStatementLineItems [Line Items]
Percentage of outstanding shares	17.83%
Saugatuck [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)

9 Months Ended

Dec. 31, 2023

Notes and other explanatory information [abstract]

Schedule of stock option reserve

Schedule of stock option reserve
	Nine Months Ended December 31,
	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		–		2,248		–			3,614
Settled in iOx exchange		–		–		(11,659	)		–
Balance, end of period	$	–	$	23,452	$	–		$	20,542

Schedule of changes in the number of options issued


	Nine Months Ended December 31,
	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		–		65,900		–		–
Expired or forfeited		–		–		–		(1,275	)
Balance, end of period		1,963,420		1,217,300		–		–
Exercisable, end of period		773,988		419,705		–		–

(c)

The following is the weighted average exercise price and the remaining contractual life for outstanding options by plan as of December 31, 2023 and 2022:

Schedule of weighted average exercise price


	As of December 31,
	2023		2022		2023		2022
	PBI Amended and Restated 2021 Equity Incentive Plan				iOx Option Plan (Subsidiary Plan)
Weighted average exercise price	$	10.53		15.19	$	–	$	–
Weighted average remaining contractual life (in years)		8.11		8.41		–		–

STOCK OPTION RESERVE (Details 1) - shares	9 Months Ended
STOCK OPTION RESERVE (Details 1) - shares	Dec. 31, 2023	Dec. 31, 2022
P B I Amended And Restated 2021 Equity Incentive Plan [Member]
IfrsStatementLineItems [Line Items]
Balance, beginning of period	1,963,420	1,151,400
Granted		65,900
Expired or forfeited
Balance, end of period	1,963,420	1,217,300
Exercisable, end of period	773,988	419,705
I O X Option Plan And Subsidiary Plan [Member]
IfrsStatementLineItems [Line Items]
Balance, beginning of period		1,275
Granted
Expired or forfeited		(1,275)
Balance, end of period
Exercisable, end of period

CAPITAL DISCLOSURES (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023
Capital Disclosures
Accounts payable and accrued liabilities	$ 2,700	$ 1,900
Lease liability current	50
Current assets	7,500	13,700
Shareholders' equity attributable to owners	$ 32,000	$ 76,000

INCOME TAXES (Details 1) - USD ($) $ in Thousands	9 Months Ended
INCOME TAXES (Details 1) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Notes and other explanatory information [abstract]
Loss on ordinary activities before tax	$ (1,712)	$ (1,230)
Statutory U.S. income tax rate	21.00%	21.00%
Income tax benefit at statutory income tax rate	$ 359	$ 258
Share-based compensation expense recognized for financial statement purposes	(419)
Other losses (unrecognized)	(14)	(282)
Utilization of losses not previously benefitted	59
Income tax (expense)	$ (15)	$ (24)

PREPAID EXPENSES AND OTHER RECEIVABLES

9 Months Ended

Dec. 31, 2023

Notes and other explanatory information [abstract]

PREPAID EXPENSES AND OTHER RECEIVABLES

NOTE 5. PREPAID EXPENSES AND OTHER RECEIVABLES


(In thousands)	As of December 31, 2023		As of March 31, 2023

Prepaid clinical research costs	$	1,866	$	1,653
Tax deposits		104		119
Prepaid insurance		97		621
Other receivables		56		71
Other prepaid expenses		52		56
Research & development tax credits		–		169
Total prepaid expenses and other receivables	$	2,175	$	2,689

CAPITAL STOCK

9 Months Ended

Dec. 31, 2023

Capital Stock

CAPITAL STOCK

NOTE 13. CAPITAL STOCK

(a)

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

(b)

The following is a roll-forward of Portage’s ordinary shares for the nine months ended December 31, 2023 and 2022:


	Nine Months Ended December 31,
	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 Registered Direct Offering, net of issue costs		1,970		–		–		–
Shares issued under ATM, net of issue costs		186		662		88		586
Shares issued or accrued for services		16		50		13		90
Shares issued in Tarus acquisition		–		–		2,426		17,200
Shares issued in iOx exchange		–		–		1,070		9,737
Excess of non-controlling interest acquired over consideration – iOx		–		–		–		29,609
Shares issued to Lincoln for commitment fee under Committed Purchase Agreement		–		–		94		900
Purchase of shares issued under Committed Purchase Agreement, net of issue costs		–		–		30		184
Balance, end of period		19,778	$	219,494		17,070	$	216,630

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

a prospectus supplement dated June 24, 2021, for the offer, issuance and sale by Portage of 1,150,000 ordinary shares for gross proceeds of approximately $26.5 million in a firm commitment underwritten public offering with Cantor Fitzgerald;

a prospectus supplement dated August 19, 2022, for the resale of up to $30 million in ordinary shares that Portage may sell from time to time to Lincoln and an additional 94,508 shares that were issued to Lincoln; and

a prospectus supplement dated September 29, 2023 for the offer, issuance and sale by Portage in a registered direct public offering through H.C. Wainwright & Co., the placement agent, of (i) 1,970,000 ordinary shares at a purchase price of $1.90 per share; and (ii) Pre-Funded Warrants to purchase up to 1,187,895 ordinary shares, at a purchase price of $1.899 per Pre-Funded Warrant Shares, for aggregate gross proceeds of approximately $6 million. Each Pre-Funded Warrant is exercisable for one ordinary share at an exercise price of $0.001 per share, is immediately exercisable, and will expire when exercised in full.

The Sales Agreement permits the Company to sell in an ATM program up to $50 million of ordinary shares from time to time, the amount of which is included in the $200 million 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. Upon termination of the Sales Agreement, any portion of the $50 million 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 17, “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 16, “Commitments and Contingent Liabilities – Committed Purchase Agreement,” for a further discussion.

From April 1, 2023 through December 31, 2023, the Company sold 186,604 ordinary shares under the ATM program, generating net proceeds of approximately $0.7 million.

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.

Pursuant to the Purchase Agreement, in the Registered Direct Offering, the Company sold (i) 1,970,000 shares of the Company’s ordinary shares at a purchase price of $1.90 per share and (ii) Pre-Funded Warrants to purchase up to 1,187,895 ordinary shares, at a purchase price of $1.899 per Pre-Funded Warrant. Each Pre-Funded Warrant is exercisable for one ordinary share at an exercise price of $0.001 per share, is immediately exercisable, and will expire when exercised in full.

Pursuant to an engagement letter, dated as of August 26, 2023, between the Company and the “Placement Agent, the Company paid the Placement Agent a total cash fee equal to 6.0% of the aggregate gross proceeds received in the Offerings, or $0.36 million. The Company paid the Placement Agent in connection with the Offerings a management fee equal to 1.0% of the aggregate gross proceeds raised in the Offerings ($0.06 million), $75,000 for non-accountable expenses and $15,950 for clearing fees. In addition, the Company issued to the Placement Agent, or its designees, warrants to purchase up to 157,895 ordinary shares (the “Placement Agent Warrants,” and together with the Pre-Funded Warrants and the Private Warrants, the “Warrants”), which represented 5.0% of the aggregate number of ordinary shares and Pre-Funded Warrants sold in the Registered Direct Offering. The Placement Agent Warrants have substantially the same terms as the Series B Warrants and the Series C Warrants, except that the Placement Agent Warrants have an exercise price equal to $2.375, or 125% of the offering price per ordinary share sold in the Registered Direct Offering and will be exercisable for five years from the commencement of the sales pursuant to the Offerings.

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

Pursuant to the terms of the Purchase Agreement, the Company is prohibited from issuing or entering into any agreement to issue ordinary shares or Ordinary Share Equivalents (as defined in the Purchase Agreement) involving a Variable Rate Transaction (as defined in the Purchase Agreement), which includes an equity line of credit or an at-the-market facility, for a period commencing on September 29, 2023 and expiring six months from the closing date of the Offerings.

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

Series A Warrants and Pre-Funded Warrants

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

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

Series A Warrants

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

Schedule of associated fair value
		October 3, 2023
Exercise price		$1.90
Share price		$1.97
Expected life		1.50 years
Expected volatility		96.0%
Risk-free interest rate		5.32%
Dividend yield		–

(LOSS) PER SHARE

9 Months Ended

Dec. 31, 2023

Profit or loss [abstract]

(LOSS) PER SHARE

NOTE 15. (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 calculation of Basic and Diluted EPS reflect the Pre Funded Warrants as outstanding 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):

Schedule of basic and diluted EPS
	Three Months Ended December 31,						Nine Months Ended December 31,
	2023			2022			2023			2022
Numerator (in 000’$)
Net loss attributable to owners of the Company	$	(39,373	)	$	(7,485	)	$	(50,450	)	$	(10,163	)
Denominator (in 000’)
Weighted average number of shares – Basic and Diluted		20,897			17,039			18,804			15,719
Basic and diluted (loss) per share	$	(1.88	)	$	(0.44	)	$	(2.68	)	$	(0.65	)

The inclusion of the Company’s share purchase warrants, stock options and RSUs in the computation of diluted loss per share would have an anti-dilutive effect on loss per share and are therefore excluded from the computation. Consequently, there is no difference between basic loss per share and diluted loss per share for the three and nine months ended December 31, 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 December 31,
	2023		2022
Warrants		9,631,580		–
Stock options		1,963,420		1,217,300
Restricted stock units		378,740		378,740

CAPITAL STOCK (Details 1) - Series A Warrants [Member]	Oct. 03, 2023 $ / shares
IfrsStatementLineItems [Line Items]
Exercise price	$ 1.90
Share price	$ 1.97
Expected life	1 year 6 months
Expected volatility	96.00%
Risk-free interest rate	5.32%
Dividend yield

(LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Profit or loss [abstract]
Net loss attributable to owners of the Company	$ (39,373)	$ (7,485)	$ (50,450)	$ (10,163)
Weighted average number of shares - Basic	20,897	17,039	18,804	15,719
Weighted average number of shares - Diluted	20,897	17,039	18,804	15,719
Basic (loss) per share	$ (1.88)	$ (0.44)	$ (2.68)	$ (0.65)
Diluted (loss) per share	$ (1.88)	$ (0.44)	$ (2.68)	$ (0.65)

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	17.83%
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 Group Plc [Member]
IfrsStatementLineItems [Line Items]
Percentage of acquire		100.00%
Exchange of ordinary shares		8,050,701

BASIS OF PRESENTATION

9 Months Ended

Dec. 31, 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”), International Accounting Standards (“IAS”) 34 Interim Financial Reporting and interpretations of the International Financial Reporting Interpretations Committee. These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the audited consolidated financial statements of the Company for the year ended March 31, 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 18, “Financial Instruments and Risk Management”). In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

The Company has only one reportable operating segment.

These condensed consolidated interim financial statements were approved and authorized for issuance by the Audit Committee (the “Audit Committee”) of the Board on February 28, 2024.

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 17.83% of the outstanding shares of iOx. As a result of this exchange, the Company, through SalvaRx, increased its ownership of iOx from 60.49% to 78.32%. On July 18, 2022, the Company purchased the remaining non-controlling interest of iOx. See Note 17, “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 December 31, 2023, non-controlling interest represents the 30% shareholder ownership interest in Saugatuck and subsidiary, which is consolidated by the Company. See Note 17, “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, warrant 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, in-process research and development, warrant liabilities and the determination of the accounting acquirer and acquiree in the business combination accounting.

Reclassifications

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

LEASE (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 31, 2023
Notes and other explanatory information [abstract]
2024	$ 80
2025	82
2026	83
2027	85
2028	28
Total	358
Less: interest	(83)
Total lease liability	275
Lease liability - current	50
Lease liability - non-current	$ 225

ACQUISITION OF TARUS (Tables)

9 Months Ended

Dec. 31, 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)	Nine Months Ended December 31, 2022
Loss from operations	$	(12,200	)
Loss before provision for income taxes	$	(12,833	)
Net loss	$	(9,927	)
Total comprehensive loss for period	$	(13,945	)
Loss per share	$	(0.60	)

WARRANT LIABILITY (Details 1) - Series B Warrants [Member] - $ / shares		9 Months Ended
	Oct. 03, 2023	Dec. 31, 2023
IfrsStatementLineItems [Line Items]
Exercise price	$ 2.26	$ 2.26
Share price	$ 1.97	$ 1.82
Expected life	3 years 3 days	2 years 9 months 3 days
Expected volatility	90.40%	92.27%
Risk free interest rate	4.95%	4.06%
Expected dividend

INCOME TAXES

9 Months Ended

Dec. 31, 2023

Notes and other explanatory information [abstract]

INCOME TAXES

NOTE 12. 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 nine months ended December 31, 2023 and 2022 (U.S. Dollars in thousands):

Schedule of income tax benefit
	Nine Months Ended December 31,
(In thousands)	2023			2022

Current:
Federal	$	(15	)	$	(16	)
State and local		–			(8	)
Foreign		–			–
Total current		(15	)		(24	)

Deferred:
Federal		–			–
State and local		–			–
Foreign		10,564			2,930
Total deferred		10,564			2,930
Benefit from income taxes	$	10,549		$	2,906

The following is a reconciliation of the U.S. taxes to the effective income tax rates for the nine months ended December 31, 2023 and 2022 (U.S. Dollars in thousands):


	Nine Months Ended December 31,
	2023			2022
Loss on ordinary activities before tax	$	(1,712	)	$	(1,230	)
Statutory U.S. income tax rate		21.0	%		21.0	%
Income tax benefit at statutory income tax rate		359			258
Share-based compensation expense recognized for financial statement purposes		(419	)		–
Other losses (unrecognized)		(14	)		(282	)
Utilization of losses not previously benefitted		59			–
Income tax (expense)	$	(15	)	$	(24	)

As of December 31, 2023, the Company had $0.5 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 for federal income tax purposes, excluding share-based compensation. As of December 31, 2023 and March 31, 2023, the Company had U.S. deferred tax assets of $0.1 million and $0.2 million, respectively.

The following is a reconciliation of the U.K. taxes to the effective income tax rates for the nine months ended December 31, 2023 and 2022 (U.S. Dollars in thousands):

Schedule of effective income tax rates
	Nine Months Ended December 31,
	2023			2022
Loss on ordinary activities before tax	$	(52,013	)	$	(4,567	)
Statutory U.K. income tax rate		25.0	%		19.0	%
Loss at statutory income tax rate		13,003			868

Change from increase in deferred income tax rate		–			274
Derecognition of deferred tax assets		(2,451	)		–
Foreign currency effect		12			1,788
Income tax benefit	$	10,564		$	2,930

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 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):


	Nine Months Ended December 31,
	2023												2022
	United States			BVI			United Kingdom			Total			United States			BVI			United Kingdom			Total

Pre-tax loss	$	(1,712	)	$	(14,473	)	$	(52,570	)	$	(68,755	)	$	(1,230	)	$	(7,320	)	$	(4,567	)	$	(13,117	)
Share-based compensation expense for financial statement purposes for which no benefit was taken		1,997			–			–			1,997			–			–			–			–
Loss for which no benefit was taken		–			–			–			–			1,622			–			–			1,622
Losses not subject to tax		65			14,473			557			15,095			–			7,320			–			7,320
Utilization of losses not previously benefitted		(280	)		–			–			(280	)		(314	)		–			–			(314	)
Taxable income (loss)	$	70		$	–		$	(52,013	)	$	(51,943	)	$	78		$	–		$	(4,567	)	$	(4,489	)

As of December 31, 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 December 31,			As of March 31,
	2023			2023
Deferred tax assets:
Net operating loss	$	(5,500	)	$	(4,131	)
Deferred tax asset (unrecognized)		3,951			1,500
Deferred tax asset		(1,549	)		(2,631	)

Deferred tax liabilities:
In-process research and development		1,549			13,195
Deferred tax liability		1,549			13,195

Net deferred tax liability	$	–		$	10,564

iOx generated no research and development cash credits recorded for the nine months ended December 31, 2023 and 2022.

As of December 31, 2023 and March 31, 2023, iOx had a net deferred tax liability of nil 0 and approximately $10.6 million, respectively. For the nine months ended December 31, 2023, the Company recorded a reduction of the deferred tax liability of approximately $13.0 million, based upon the loss on impairment of the IPR&D of $46.9 million, which reduced the expected realizability of such assets on which the deferred tax liability was determined, partially offset by the derecognition of certain current losses totaling approximately $2.4 million, based upon their estimated realizability and a slight impact of changes in currency resulting in a net tax benefit of $10.6 million. The Company recorded current losses of $0.9 million, change (benefit) due to currency changes of $1.8 million and change (benefit) from the change in the deferred income tax rate of $0.2 million, totaling $2.9 million benefit in the nine months ended December 31, 2022.

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

LEASE (Tables)

9 Months Ended

Dec. 31, 2023

Notes and other explanatory information [abstract]

Schedule of lease liability

Schedule of lease liability
Twelve Months Ended December 31,	Amount
2024	$	80
2025		82
2026		83
2027		85
2028		28
Total		358
Less: interest		(83	)
Total lease liability		275
Lease liability - current		50
Lease liability - non-current	$	225