0001062993-22-012392.txt : 20220513 0001062993-22-012392.hdr.sgml : 20220513 20220513171009 ACCESSION NUMBER: 0001062993-22-012392 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20220331 FILED AS OF DATE: 20220513 DATE AS OF CHANGE: 20220513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FSD Pharma Inc. CENTRAL INDEX KEY: 0001771885 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39152 FILM NUMBER: 22923925 BUSINESS ADDRESS: STREET 1: FIRST CANADIAN PLACE STREET 2: 100 KING STREET WEST, SUITE 4000 CITY: TORONTO STATE: A6 ZIP: M5X 1A4 BUSINESS PHONE: (416) 854-8884 MAIL ADDRESS: STREET 1: FIRST CANADIAN PLACE STREET 2: 100 KING STREET WEST, SUITE 4000 CITY: TORONTO STATE: A6 ZIP: M5X 1A4 6-K 1 form6k.htm FORM 6-K FSD Pharma Inc.: Form 6-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2022

Commission File Number: 001-39152

FSD PHARMA INC.
(Translation of registrant's name into English)

520 William Street
Cobourg, Ontario
K9A 3A5
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [  ]      Form 40-F [ X ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):             

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):             

SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

FSD Pharma Inc.

 

 

(Registrant)

 

 

 

 

 

 

Date: May 11, 2022

 

By: /s/ Donal Carroll

 

 

Name: Donal Carroll

 

 

Title: Chief Financial Officer

 

 

 

EXHIBIT INDEX

Exhibit   Description
     
99.1   Condensed Consolidated Interim Financial Statements for the period ended March 31, 2022
99.2   Management’s Discussion and Analysis for the period ended March 31, 2022
99.3   Form 52-109F2 Certification of Interim Filings - CEO
99.4   Form 52-109F2 Certification of Interim Filings - CFO

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 FSD Pharma Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

FSD Pharma Inc.

Condensed consolidated interim financial statements

For the three months ended March 31, 2022, and 2021

(unaudited) (expressed in United States dollars, except per share amounts)

FSD PHARMA INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

[unaudited] [expressed in United States dollar]

As at     March 31,     December 31,  
      2022     2021  
  Notes   $     $  
ASSETS              
Current assets              
Cash     28,572,884     35,259,645  
Other receivables 4   707,079     500,964  
Prepaid expenses and deposits 5   1,578,861     1,366,421  
Investments 6   -     158,036  
      30,858,824     37,285,066  
Assets held for sale 3   8,773,856     8,647,779  
      39,632,680     45,932,845  
Non-current assets              
Equipment, net     13,060     -  
Investments 6   540,203     660,226  
Right-of-use asset, net 7   147,146     168,307  
Intangible assets, net 8   15,376,455     16,201,739  
      55,709,544     62,963,117  
               
LIABILITIES              
Current liabilities              
Trade and other payables 9   7,873,788     7,510,771  
Lease obligations 10   159,895     124,311  
Warrants liability 11   522,884     765,403  
Notes payable     300,549     300,549  
      8,857,116     8,701,034  
Non-current liabilities              
Lease obligations 10   92,060     131,045  
      8,949,176     8,832,079  
SHAREHOLDERS' EQUITY              
Class A share capital 12   151,588     151,588  
Class B share capital 12   144,760,778     152,173,089  
Warrants 12   5,137,417     5,137,417  
Contributed surplus 13   24,343,300     22,583,649  
Foreign exchange translation reserve     166,027     239,612  
Accumulated deficit     (127,798,742 )   (126,154,317 )
      46,760,368     54,131,038  
      55,709,544     62,963,117  
               
Commitments and contingencies 16            
Subsequent events 18            

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

On behalf of the Board:

"Signed"

"Signed"

Director - Donal Carroll

Director - Nitin Kaushal

1

FSD PHARMA INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

[unaudited] [expressed in United States dollar, except number of shares]

For the period ended March 31,     2022     2021  
  Notes   $     $  
Expenses              
General and administrative 15   3,528,302     3,048,859  
External research and development fees     937,052     1,970,251  
Share-based payments 13   83,161     3,832,524  
Depreciation and amortization 7 & 8   1,101,155     951,020  
Total operating expenses     5,649,670     9,802,654  
               
Loss from continuing operations     (5,649,670 )   (9,802,654 )
               
Other income     -     (1,292 )
Finance expense     16,382     19,325  
Gain on settlement of financial liability     (82,725 )   (10,250 )
Loss (gain) on change in fair value of derivative liability 11   (242,519 )   556,556  
Loss (gain) on changes in fair value of investments 6   120,023     (961,381 )
Net loss from continuing operations     (5,460,831 )   (9,405,612 )
               
Net loss from discontinued operations 3   (444,506 )   (533,842 )
Net loss     (5,905,337 )   (9,939,454 )
               
Other comprehensive loss              
Items that may be subsequently reclassified to loss:              
Exchange loss on translation of foreign operations     (73,585 )   (37,370 )
Comprehensive loss     (5,978,922 )   (9,976,824 )
               
Net loss per share              
Basic and diluted - continuing operations 14   (0.14 )   (0.35 )
Basic and diluted - discontinued operations 14   (0.01 )   (0.02 )
               
Weighted average number of shares outstanding - basic and diluted 14   39,998,791     26,898,886  

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

2

FSD PHARMA INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY

For the periods ended March 31, 2022 and 2021

[unaudited] [expressed in United States dollar, except number of shares]

                                              Foreign exchange     Accumulated        
    Class A shares     Class B shares     Warrants     Contributed surplus     translation reserve     deficit     Total  
    #     $     #     $     #     $     $     $     $     $  
                                                             
Balance, December 31, 2020   72     151,588     19,161,620     103,056,538     6,749,109     4,968,958     18,792,590     207,797     (90,868,888 )   36,308,583  
Shares issued [note 12]   -     -     15,480,462     38,341,407     -     -     -     -     -     38,341,407  
Share-based payments [note 13]   -     -     1,349,764     3,576,875     -     -     255,650     -     -     3,832,525  
Comprehensive loss for the period   -     -     -     -     -     -     -     (37,370 )   (9,939,454 )   (9,976,824 )
Balance, March 31, 2021   72     151,588     35,991,846     144,974,820     6,749,109     4,968,958     19,048,240     170,427     (100,808,342 )   68,505,691  
                                                             
Balance, December 31, 2021   72     151,588     40,450,754     152,173,089     6,956,795     5,137,417     22,583,649     239,612     (126,154,317 )   54,131,038  
Share repurchase [note 12]   -     -     (1,524,700 )   (5,735,821 )   -     -     -     -     4,260,912     (1,474,909 )
Share-based payments [note 13]   -     -     70,179     75,600     -     -     7,561     -     -     83,161  
Share cancellation [note 12]   -     -     (504,888 )   (1,752,090 )   -     -     1,752,090     -     -     -  
Comprehensive loss for the period   -     -     -     -     -     -     -     (73,585 )   (5,905,337 )   (5,978,922 )
Balance, March 31, 2022   72     151,588     38,491,345     144,760,778     6,956,795     5,137,417     24,343,300     166,027     (127,798,742 )   46,760,368  

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

3

FSD PHARMA INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

For the three months ended March 31, 2022 and 2021

[unaudited] [expressed in United States dollar]

    2022     2021  
    $     $  
Operating activities            
Net loss from continuing operations   (5,460,831 )   (9,405,612 )
Add (deduct) items not affecting cash            
Depreciation and amortization   1,101,155     951,020  
Interest expense   19,615     19,325  
Share-based payments   83,161     3,832,524  
Change in fair value of other investments   120,023     (961,381 )
Change in fair value of derivative liability   (242,519 )   556,556  
Unrealized foreign exchange gain   (200,056 )   (144,819 )
Gain on settlement of financial liability   (82,725 )   (10,250 )
Changes in non-cash working capital balances            
Other receivables   (170,611 )   (52,894 )
Prepaid expenses and deposits   (195,016 )   (1,416,697 )
Trade and other payables   438,640     1,819,679  
Cash used in continuing operating activities   (4,589,164 )   (4,812,549 )
Cash used in discontinued operating activities   (504,264 )   (672,013 )
Cash used in operating activities   (5,093,428 )   (5,484,562 )
             
Investing activities            
Purchase of equipment   (14,622 )   -  
Additions to intangible assets   (250,000 )   (500,000 )
Proceeds from sale of investments   158,036     -  
Cash provided by continuing investing activities   (106,586 )   (500,000 )
Cash provided by (used in) discontinued investing activities   -     -  
Cash provided by (used in) investing activities   (106,586 )   (500,000 )
             
Financing activities            
Share repurchase   (1,474,909 )   -  
Proceeds from issuance of shares, net   -     38,341,407  
Repayment of notes payable   -     (28,260 )
Payment of lease obligation   (11,838 )   (14,676 )
Cash provided by continuing financing activities   (1,486,747 )   38,298,471  
Cash provided by discontinued financing activities   -     -  
Cash provided by financing activities   (1,486,747 )   38,298,471  
             
Net increase (decrease)   (6,686,761 )   32,313,909  
Cash, beginning of the period   35,259,645     17,524,822  
Cash, end of the period   28,572,884     49,838,731  

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

4

FSD PHARMA INC.

Notes to the condensed consolidated interim financial statements

(expressed in United States dollars)

March 31, 2022 and 2021

1. Nature of business

FSD Pharma Inc. ("FSD" or the "Company") is a biotechnology company with three drug candidates in different stages of development. FSD Biosciences Inc., a wholly-owned subsidiary, is focused on pharmaceutical research and development ("R&D") of its lead compound, ultra-micronized palmitoylethanolamide ("PEA") or FSD-PEA (also known as FSD-201). Through the Company's wholly owned subsidiary, Lucid Psycheceuticals Inc. ("Lucid"), the Company is also focused on the research and development of its lead compounds, Lucid-PSYCH (also known as Lucid-201) and Lucid-MS (also known as Lucid-21-302). PEA, the active substance in FSD-PEA, interacts with the endocannabinoid system in the body and exhibits anti-inflammatory activities. FSD-PEA has completed FDA-approved Phase 1 clinical trials with positive topline results and the Company is currently evaluating potential Phase 2 indications. Lucid PSYCH is a molecular compound identified for the potential treatment of mental health disorders. Lucid-MS is a molecular compound identified for the potential treatment of neurodegenerative disorders.

FV Pharma Inc. ("FV Pharma"), a wholly owned subsidiary of the Company, was a licensed producer of cannabis in Canada under the Cannabis Act (Canada) (together with the regulations promulgated thereunder (the "Cannabis Regulations"), the "Cannabis Act") and associated Cannabis Regulations. FV Pharma surrendered its cannabis license in July 2020 and suspended all activities in September 2020. In March 2020, substantially all the assets of FV Pharma were classified as held for sale (refer to Note 3).

The Company's registered office is located at 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9.

Subsidiaries

These unaudited condensed consolidated interim financial statements are comprised of the financial results of the Company and its subsidiaries, which are the entities over which the Company has control. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and can affect those returns through its power over the investee.

The Company has the following subsidiaries:

 

 

Ownership percentage as at

Entity Name

Country

March 31, 2022

December 31, 2021

 

 

%

%

FSD Biosciences Inc.

USA

100

100

Prismic Pharmaceuticals Inc.

USA

100

100

FV Pharma Inc.

Canada

100

100

Lucid Psycheceuticals Inc.

Canada

100

100

Impact of COVID-19

The outbreak of the novel strain of coronavirus, specifically identified as "COVID-19," has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The extent to which COVID-19 and any other pandemic or public health crisis impacts the Company's business, affairs, operations, financial condition, liquidity, availability of credit and results of operations will depend on future developments that are highly uncertain and cannot be predicted with any meaningful precision, including new information which may emerge concerning the severity of the COVID-19 virus and the actions required to contain the COVID-19 virus or remedy its impact, among others. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in future periods.

5

FSD PHARMA INC.

Notes to the condensed consolidated interim financial statements

(expressed in United States dollars)

March 31, 2022 and 2021

The Company's clinical trials for the use of FSD-PEA, a compound to treat suspected or confirmed cases of COVID- 19, were placed on hold in June of 2021 pending the completion of a study to assess the commercial viability of FSD- PEA as a treatment for COVID-19. Following the completion of the study, the Company announced on August 24, 2021, that it was terminating the Phase 2 clinical program specific to treating COVID-19. The impact of COVID-19 did not have a material impact on the continuing operations or financial results of the Company for the period ended March 31, 2022.

2. Basis of presentation

[a] Statement of compliance

These unaudited condensed consolidated interim financial statements ("financial statements') were prepared using the same accounting policies and methods as those used in the Company's audited consolidated financial statements for the year ended December 31, 2021. These financial statements have been prepared in compliance with IAS 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB"). Accordingly, certain disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") have been omitted or condensed. These financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2021.

These financial statements were approved and authorized for issuance by the Board of Directors of the Company on May 13, 2022.

[d] Functional currency and presentation currency

The financial statements of each company within the consolidated group are measured using their functional currency, which is the currency of the primary economic environment in which an entity operates. The Company's functional currency is the United States dollar and the functional currencies of its subsidiaries are as follows:

FSD Biosciences Inc.

United States Dollar

Prismic Pharmaceuticals Inc.

United States Dollar

FV Pharma Inc.

Canadian Dollar

Lucid Psycheceuticals Inc.

Canadian Dollar

[e] Use of estimates and judgments

The preparation of these financial statements in conformity with IFRS requires management to make estimates, judgements and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, consistent with those disclosed in the audited consolidated financial statements for the year ended December 31, 2021 and described in these financial statements. Actual results could differ from these estimates.

Estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

6

FSD PHARMA INC.

Notes to the condensed consolidated interim financial statements

(expressed in United States dollars)

March 31, 2022 and 2021

New standards, amendments and interpretations not yet adopted by the Company

IAS 1, Presentation of financial statements ("IAS 1")

In January 2020, the IASB issued Classification of Liabilities as Current or Non-current (Amendments to IAS 1). The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the consolidated statements of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity.

The amendments are effective for annual reporting periods beginning on or after January 1, 2022, with earlier application permitted. In July 2020, the effective date was deferred to January 1, 2023. The Company is still assessing the impact of adopting these amendments on its financial statements.

IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors ("IAS 8")

In February 2021, the IASB issued Definition of Accounting Estimates, which amends IAS 8. The amendment will require the disclosure of material accounting policy information rather than disclosing significant accounting policies and clarifies how to distinguish changes in accounting policies from changes in accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty". The amendment provides clarification to help entities to distinguish between accounting policies and accounting estimates.

The amendments are effective for annual periods beginning on or after January 1, 2023. The Company is still assessing the impact of adopting these amendments on its financial statements.

IAS 12, Income Taxes ("IAS 12")

In May 2021, the IASB issued Deferred Tax related to Assets and Liabilities arising from a single transaction (Amendments to IAS 12). The amendment narrows the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal taxable and deductible temporary differences. As a result, companies will need to recognize a deferred tax asset and deferred tax liability for temporary differences arising on initial recognition of transactions such as leases and decommissioning obligations.

The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. The Company is still assessing the impact of adopting these amendments on its financial statements.

All other IFRSs and amendments issued but not yet effective have been assessed by the Company and are not expected to have a material impact on the Consolidated Financial Statements.

3. Assets held for sale

In March 2020, the Company decided to focus its efforts and resources on the pharmaceutical business and initiated the process to exit the medical cannabis industry and sell FV Pharma's facility located at 520 William Street, Cobourg, Ontario, K9A 3A5 (the "Facility") and the 64-acre property on which the Facility is located (the "Facility Property"). On February 23, 2022, the Company entered into a firm agreement in connection with the sale of the Facility and the Facility Property. In consideration for the purchase of the Facility and the Facility Property, the purchaser has agreed to pay a cash sum of C$16,500,000, including a deposit of C$660,000. The deposit was received by the Company on February 24, 2022, and the sale is expected to close in mid 2022.

Results of operations related to the Disposal Group are reported as discontinued operations for the period ended March 31, 2022 and 2021.

In accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, the assets held for sale were assessed for impairment based on fair value less costs to sell. The fair value was measured using the price at which the Company expects to receive for the disposal group less estimates for the costs of disposal. The fair value less costs to sell was higher than the carrying value of the Disposal Group resulting in recognition of the resulting group at its carrying value.

7

FSD PHARMA INC.

Notes to the condensed consolidated interim financial statements

(expressed in United States dollars)

March 31, 2022 and 2021

Assets held for sale as at March 31, 2022 and December 31, 2021 consisted of the following:

    2022     2021  
    $     $  
Property and plant   8,773,856     8,647,779  

Net loss and comprehensive loss from discontinued operations for the three months ended March 31, 2022 and 2021 is comprised of the following:

      For the three months  
      ended March 31,  
  Notes   2022     2021  
      $     $  
Expenses              
General and administrative 15   459,674     548,455  
Total operating expenses     459,674     548,455  
               
Loss from discontinued operations     (459,674 )   (548,455 )
               
Other income     (15,168 )   (14,613 )
Net loss from discontinued operations     (444,506 )   (533,842 )

Cash flows from discontinued operations for the three months ended March 31, 2022 and 2021 are comprised of the following:

    For the three months  
    ended March 31,  
    2022     2021  
    $     $  
Operating activities            
Net loss from discontinued operations   (444,506 )   (533,842 )
Add (deduct) items not affecting cash            
Changes in non-cash working capital balances            
Trade and other receivables   (37,140 )   (22,840 )
Prepaid expenses and deposits   (17,424 )   (53,021 )
Trade and other payables   (5,194 )   (62,310 )
Cash used in operating activities   (504,264 )   (672,013 )

4. Other receivables

The Company's other receivables are comprised of the following:

    March 31, 2022      December 31, 2021  
    $     $  
Sales tax receivable   474,992     272,212  
ITC receivable   232,087     228,752  
    707,079     500,964  

8

FSD PHARMA INC.

Notes to the condensed consolidated interim financial statements

(expressed in United States dollars)

March 31, 2022 and 2021

5. Prepaid expenses and deposits

The Company's prepaid expenses and deposits include the following:

    March 31, 2022      December 31, 2021  
    $     $  
Research and development   593,370     602,497  
Insurance   579,988     116,649  
Other prepaids and deposits   405,503     647,275  
    1,578,861     1,366,421  

6. Investments

The following tables outline changes in investments during the periods:

 

 

 

Balance at 

 Proceeds from

Change in fair value

Balance at March

Entity

Instrument

Note

December 31, 2021

sale

through profit or loss

31, 2022

 

 

 

$

 

$

$

True Pharma Strip Inc.

Shares

(i)

197

197

-

-

HUGE Shops

Shares

(ii)

157,760

157,760

-

-

SciCann Therapeutics

Shares

(iii)

79

79

-

-

Solarvest BioEnergy Inc.

Shares

(iv)

366,792

-

(66,679)

300,113

Solarvest BioEnergy Inc.

Convertible debenture

(iv)

293,434

-

(53,344)

240,090

 

 

 

818,262

158,036

(120,023)

540,203

(i) True Pharma Strip Inc. ("True Pharma")

On September 6, 2018, the Company subscribed for $1,128,450 of equity units in a brokered private placement. The equity investment is measured at fair value through profit or loss. True Pharma is not a publicly traded company; therefore, the fair value was classified as level 3 within the fair value hierarchy - significant unobservable inputs that are supported by little or no market activity. On December 31, 2021, the Company entered into an agreement to sell the investment. Subsequent to December 31, 2021, the Company completed the sale for gross proceeds of C$250 ($197).

(ii) HUGE Shops

The Company's investment in HUGE Shops includes 17,333,333 shares based on the December 2018 subscription price of C$0.075 per share. The equity investment is measured at fair value through profit or loss. Huge Shops is not a publicly traded company; therefore, the fair value was classified as level 3 within the fair value hierarchy. On December 31, 2021, the Company entered into an agreement to sell the investment. Subsequent to December 31, 2021, the Company completed the sale for gross proceeds of C$200,000 ($157,760).

(iii) SciCann Therapeutics Inc. ("SciCann")

The investment includes 117,648 shares based on the subscription price in May of 2018 and October of 2018 of C$17 per share. The equity investment is measured at fair value through profit or loss. SciCann is not a publicly traded company therefore, the fair value was classified as level 3 within the fair value hierarchy. On December 31, 2021, the Company entered into an agreement to sell the investment. Subsequent to December 31, 2021, the Company completed the sale for gross proceeds of C$100 ($79).

(iv) Solarvest BioEnergy Inc. ("Solarvest")

On May 7, 2019, the Company acquired 3,000,000 common shares, 3,000,000 warrants and a convertible debenture at a principal amount of $1,805,520 for a total fair value of $2,256,900 of Solarvest in exchange for 49,751 Class B shares of the Company with a fair value of $1,880,750 based on a market price of C$50.25 and recognition of a derivative liability of $376,150. Under the terms of the agreement, the Company has guaranteed a minimum liquidation value of its shares to Solarvest of $2,256,900 resulting in recognition of the derivative liability. If the liquidation value of the Company's shares is below $2,256,900, the Company would be required to issue additional shares for the difference in actual value realized and the minimum guaranteed value.

9

FSD PHARMA INC.

Notes to the condensed consolidated interim financial statements

(expressed in United States dollars)

March 31, 2022 and 2021

As at December 31, 2021, the fair value of the shares was determined based on the quoted market price of the shares of C$0.155 per share. The warrants expired unexercised during the year ended December 31, 2021. The fair value of the convertible debenture is calculated as the fair value of the shares if the debenture were converted at the SVS share price of C$0.155 as at December 31, 2021.

As at March 31, 2022, the fair value of the shares was determined based on the quoted market price of the shares of C$0.125 per share. The fair value of the convertible debenture is calculated as the fair value of the shares if the debenture were converted at the SVS share price of C$0.125 as at March 31, 2022. The shares have been classified as level 1 within the fair value hierarchy - quoted market price, and the convertible debenture has been classified as level 2 - valuation technique with observable market inputs.

7. Right-of-use asset

Right-of-use assets as at March 31, 2022 are as follows:

    $  
Balance - December 31, 2020   -  
Additions   179,755  
Amortization   (8,300 )
Effects of foreign exchange   (3,148 )
Balance - December 31, 2021   168,307  
Amortization   (24,309 )
Effects of foreign exchange   3,148  
Balance - March 31, 2022   147,146  

8. Intangible assets

Intangible assets as at March 31, 2022 are as follows:

    $  
As at December 31, 2020   19,201,493  
Additions   500,000  
Acquisition of Lucid   6,314,571  
As at December 31, 2021   26,016,064  
Additions   250,000  
As at March 31, 2022   26,266,064  
       
Accumulated amortization      
As at December 31, 2020   5,777,102  
Amortization   4,037,223  
As at December 31, 2021   9,814,325  
Amortization   1,075,284  
As at March 31, 2022   10,889,609  
       
Net book value      
As at December 31, 2021   16,201,739  
As at March 31, 2022   15,376,455  

On March 9, 2021, the Company entered into a license agreement ("Innovet License Agreement") with Innovet Italia S.R.L. ("Innovet"), under which Innovet granted the Company a license to use ultra-micro PEA to develop FDA approved veterinary drugs for the treatment of gastro-intestinal diseases in canines and felines. Under the Innovet license agreement, the Company is required to make payments to Innovet upon the achievement of certain milestones (Note 16), including $500,000 which was paid upon execution of the Innovet License Agreement as consideration in exchange for the rights to the Licensed Products. The Company made a payment of $250,000 during the three months ended March 31, 2022 as part of the consideration payable for the rights to use the intellectual property. The life of the intellectual property has been determined to be 5 years. Amortization of the intellectual property commenced on the date of the agreement.

10

FSD PHARMA INC.

Notes to the condensed consolidated interim financial statements

(expressed in United States dollars)

March 31, 2022 and 2021

9. Trade and other payables

Trade and other payables consist of the following:

    March 31, 2022      December 31, 2021  
    $     $  
Trade payables   2,788,887     2,995,726  
Accrued liabilities (i)   5,069,549     4,455,346  
Other payables   15,352     59,699  
    7,873,788     7,510,771  

(i) Accrued liabilities consist of the following:

    March 31, 2022      December 31, 2021  
    $     $  
External research and development fees   2,900,877     3,062,844  
Operational expenses   84,845     412,008  
Professional fees   1,704,744     570,193  
Accrued interest   379,083     364,275  
Severance   -     46,026  
    5,069,549     4,455,346  

10. Lease obligations

The lease obligations as at December 31, 2021 and March 31, 2022, are as follows:

    $  
Balance - December 31, 2020   125,962  
Additions   179,755  
Add: Interest Expense   9,349  
Less: Lease Payments   (57,566 )
Effects of foreign exchange   (2,144 )
Balance - December 31, 2021   255,356  
Add: Interest Expense   4,807  
Less: Lease Payments   (11,838 )
Effects of foreign exchange   3,630  
Balance - March 31, 2022   251,955  
Current   159,895  
Non-current   92,060  
Balance - March 31, 2022   251,955  

Lease obligations are related to the Company's office leases.

The following table sets out a maturity analysis of the lease payments payable, showing the undiscounted lease payments to be paid on an annual basis, reconciled to the lease obligation.

11

FSD PHARMA INC.

Notes to the condensed consolidated interim financial statements

(expressed in United States dollars)

March 31, 2022 and 2021

    $  
Less than one year   169,274  
One to two years   97,922  
Thereafter   -  
Total undiscounted lease payments payable   267,196  
Less: impact of present value   (15,241 )
Balance - March 31, 2022   251,955  

11. Warrants Liability

In August 2020, the Company issued 2,762,430 Class B shares and 1,381,215 warrants to purchase Class B shares for total cash proceeds of $9,999,997. Each warrant is exercisable to purchase one Class B share of the Company at an exercise price of $4.26 per share and expire five years from the date of issuance. The fair value of these warrants is classified as Level 2 in the fair value hierarchy.

The fair value of the warrants liability as at December 31, 2021, was $765,403. The fair value was determined using the Black-Scholes option pricing model and the following assumptions: exercise price of $4.26, the underlying share price of $1.02, risk-free interest rate of 1.22% and annualized volatility of 120%.

The fair value of the warrants liability as at March 31, 2022, was $522,884 resulting in a gain on change in fair value of $242,519 for the period ended March 31, 2022. The fair value was determined using the Black-Scholes option pricing model and the following assumptions: exercise price of $4.26, the underlying share price of $0.87, risk-free interest rate of 2.37% and annualized volatility of 112%.

12. Share capital

[a] Authorized

The Company is authorized to issue an unlimited number of Class A multiple voting shares ("Class A shares") and an unlimited number of Class B subordinate voting shares ("Class B shares"), all without par value. All shares are ranked equally with regards to the Company's residual assets.

The holders of Class A shares are entitled to 276,660 votes per Class A share held. Class A shares are held by certain Directors and the former CEO of the Company. The holders of Class B shares are entitled to one (1) vote per share held.

[b] Issued and outstanding

Reconciliation of the Company's share capital is as follows:

    Class A shares     Class B shares     Warrants  
    #     $     #     $     #     $  
Balance, December 31, 2020   72     151,588     19,161,620     103,056,538     6,749,109     4,968,958  
Shares issued [a]   -     -     15,480,462     38,341,407     -     -  
Share-based payments [b]   -     -     1,349,764     3,576,875     -     -  
Balance, March 31, 2021   72     151,588     35,991,846     144,974,820     6,749,109     4,968,958  
                                     
Balance, December 31, 2021   72     151,588     40,450,754     152,173,089     6,956,795     5,137,417  
Shares-based payments [c]   -     -     70,179     75,600     -     -  
Share repurchase [d]   -     -     (1,524,700 )   (5,735,821 )   -     -  
Share cancellation [e]   -     -     (504,888 )   (1,752,090 )   -     -  
Balance, March 31, 2022   72     151,588     38,491,345     144,760,778     6,956,795     5,137,417  

 

12

FSD PHARMA INC.

Notes to the condensed consolidated interim financial statements

(expressed in United States dollars)

March 31, 2022 and 2021

[a] During the three months ended March 31, 2021, the Company issued 15,480,462 Class B shares through the Equity Distribution Agreements with A.G.P/Alliance Global Partners for gross proceeds of $39,765,474. The Company incurred transaction fees of $1,424,067.

[b] On February 17, 2021, the Company issued 1,349,764 Class B shares to certain officers and members of the Board of Directors as share-based compensation with a fair value of $3,576,875 based on a share-price of $2.65 on the day of issuance.

[c] During the three months ended March 31, 2022, the Company issued 70,179 Class B shares for services received during the period with a fair value of $75,600.

[d] During the three months ended March 31, 2022, the Company repurchased and cancelled 1,524,700 Class B Common Shares at prevailing market prices as part of its share repurchase program.

[e] On March 29, 2022, the Company cancelled 504,888 Class B shares previously held by the former CEO following a court decision with respect to the shares issued in February 2021.

The changes in the number of warrants outstanding during the three months ended March 31, 2022 and 2021 were as follows:

 

Number of warrants

Weighted average

 

#

C$

Outstanding as at December 31, 2020

6,749,109

5.62

Outstanding as at March 31, 2021

6,749,109

5.58

 

 

 

Outstanding as at December 31, 2021

6,956,795

5.50

Outstanding as at March 31, 2022

6,956,795

5.46

Measurement of fair values

There were no warrants granted during the three months ended March 31, 2022 and 2021.

13

FSD PHARMA INC.

Notes to the condensed consolidated interim financial statements

(expressed in United States dollars)

March 31, 2022 and 2021

The following table is a summary of the Company's warrants outstanding as at March 31, 2022

Warrants Outstanding
  Exercise price Number outstanding
Expiry Date C$ #
May 24, 2022 18.09 163,535
September 15, 2022 4.42 199,005
November 30, 2022 1.21 46,242
December 31, 2022 2.43 65,920
May 20, 2023 16.08 7,311
June 23, 2023 2.50 100,000
July 24, 2023 13.07 3,357
September 11, 2023 5.43 22,382
May 4, 2025 26.73 3,730
May 10, 2025 26.73 1,865
May 17, 2025 26.73 3,730
May 31, 2025 26.73 1,865
June 8, 2025 9.65 1,500,000
August 6, 2025 (i) 5.32 1,381,215
October 20, 2025 (ii) 3.25 3,454,543
January 16, 2026 26.73 1,722
January 20, 2026 26.73 373
  5.46 6,956,795

(i) Warrants were issued in US$ with exercise price of $4.26

(ii) Warrants were issued in US$ with exercise price of $2.60

The following table is a summary of the Company's warrants outstanding as at March 31, 2021:

Warrants Outstanding

 

Exercise price

Number outstanding

Expiry Date

C$

#

May 24, 2022

18.09

163,535

September 15, 2022

4.42

199,005

November 30, 2022

1.21

46,242

December 31, 2022

2.43

65,920

May 20, 2023

16.08

7,311

June 23, 2023

2.50

100,000

July 24, 2023

13.07

3,357

September 11, 2023

5.43

22,382

May 4, 2025

26.73

3,730

May 10, 2025

26.73

1,865

May 17, 2025

26.73

3,730

May 31, 2025

26.73

1,865

June 8, 2025

9.65

1,500,000

August 6, 2025 (i)

5.40

1,381,215

October 20, 2025 (ii)

3.30

3,454,543

January 16, 2026

26.73

1,722

January 20, 2026

26.73

373

 

5.50

6,956,795

(i) Warrants were issued in US$ with exercise price of $4.26

(ii) Warrants were issued in US$ with exercise price of $2.60

14

FSD PHARMA INC.

Notes to the condensed consolidated interim financial statements

(expressed in United States dollars)

March 31, 2022 and 2021

13. Share-based compensation

The Company has established a share option plan (the "Option Plan") for directors, officers, employees and consultants of the Company. The Company's Board of Directors determines, among other things, the eligibility of individuals to participate in the Option Plan, the term and vesting periods, and the exercise price of options granted to individuals under the Option Plan.

Each share option converts into one common share of the Company on exercise. No amounts are paid or payable by the individual on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.

Share-based payment arrangements

The changes in the number of share options during the three months ended March 31, 2022 and 2021 were as follows:

          Weighted average  
    Number of options     exercise price  
    #     C$  
Outstanding as at December 31, 2020   1,693,063     6.11  
Granted   120,000     3.27  
Cancelled   (141,295 )   13.56  
Outstanding as at March 31, 2021   1,671,768     5.28  
Exercisable as at March 31, 2021   1,507,766     5.27  
             
          Weighted average  
    Number of options     exercise price  
    #     C$  
Outstanding as at December 31, 2021   3,224,859     2.75  
Expired   (12,438 )   3.86  
Outstanding as at March 31, 2022   3,212,421     2.75  
Exercisable as at March 31, 2022   3,185,413     2.71  

During the three months ended March 31, 2022, 12,438 share options related to former officers and employees who are no longer with the Company expired. Individuals who are no longer with the Company have 30 days after their last day to exercise any vested share options. Vested options that remain unexercised after 30 days expire.

Measurement of fair values

There were no share options granted during the three months ended March 31, 2022. The fair value of share options granted during the three months ended March 31, 2021 were estimated at the date of grant using the Black-Scholes option pricing model with the following inputs:

 

2021

Grant date share price

C$1.96 - C$2.85

Exercise price

C$1.70 - C$4.25

Expected dividend yield

-

Risk free interest rate

0.34% - 1.10%

Expected life

2 - 6 years

Expected volatility

116% - 132%

15

FSD PHARMA INC.

Notes to the condensed consolidated interim financial statements

(expressed in United States dollars)

March 31, 2022 and 2021

Expected volatility was estimated by using the annualized historical volatility of the Company. The expected option life represents the period of time that options granted are expected to be outstanding. The risk-free interest rate is based on Canadian government bonds with a remaining term equal to the expected life of the options.

The following table is a summary of the Company's share options outstanding as at March 31, 2022:

Options outstanding

Options exercisable

 

 

Weighted average

 

 

 

 

remaining contractual

 

 

Exercise price

Number outstanding

life [years]

Exercise price

Number exercisable

C$

#

#

C$

#

1.70

154,953

3.21

1.70

154,953

2.91

5,150

3.75

2.91

5,150

2.25

2,559,995

2.18

2.25

2,559,995

2.61

12,684

1.24

2.61

12,683

3.75

10,500

3.67

3.75

6,500

3.86

243,807

3.02

3.86

240,805

4.42

99,503

0.46

4.42

99,502

4.75

15,000

3.04

4.75

15,000

5.43

16,265

1.24

5.43

16,264

7.63

50,000

3.76

7.63

30,000

10.65

3,731

1.24

10.65

3,730

13.07

10,856

1.24

13.07

10,855

13.47

1,418

1.24

13.47

1,418

16.08

18,410

1.24

16.08

18,409

17.89

4,178

1.24

17.89

4,178

18.09

2,488

0.99

18.09

2,488

50.25

3,483

2.04

50.25

3,483

2.75

3,212,421

2.25

2.71

3,185,413

 

16

FSD PHARMA INC.

Notes to the condensed consolidated interim financial statements

(expressed in United States dollars)

March 31, 2022 and 2021

The following table is a summary of the Company's share options outstanding as at March 31, 2021:

Options outstanding Options exercisable
    Weighted average    
    remaining contractual    
Exercise price Number outstanding life [years] Exercise price Number exercisable
C$ # # C$ #
2.61 12,683 2.24 2.61 12,683
2.82 75,000 4.81 2.82 75,000
3.75 25,500 4.47 3.75 8,000
3.86 841,046 3.87 3.86 837,044
4.25 25,000 4.97 4.25 -
4.42 99,502 1.46 4.42 99,502
4.75 110,000 4.04 4.75 77,500
5.03 60,000 4.46 5.03 15,000
5.43 16,264 2.24 5.43 16,264
6.16 20,000 2.93 6.16 20,000
7.17 199,005 3.58 7.17 199,005
7.63 103,750 4.45 7.63 63,750
9.54 15,000 3.81 9.54 15,000
10.65 3,730 2.24 10.65 3,730
13.07 10,855 2.24 13.07 10,855
13.47 1,418 2.24 13.47 1,418
16.08 18,409 2.24 16.08 18,409
17.89 4,178 2.24 17.89 4,178
18.09 17,413 1.97 18.09 17,413
20.10 8,289 2.02 20.10 8,289
50.25 4,726 3.07 50.25 4,726
5.28 1,671,768 3.72 5.27 1,507,766

The Company recognized share-based compensation for the three months ended March 31, 2022 and 2021 as follows:

    For the three months ended March 31,  
    2022     2021  
    $     $  
Share options   7,561     255,649  
Class B Common Shares issued for services   75,600     -  
Class B Common Shares issued for compensation   -     3,576,875  
    83,161     3,832,524  

 

17

FSD PHARMA INC.

Notes to the condensed consolidated interim financial statements

(expressed in United States dollars)

March 31, 2022 and 2021

14. Loss per share

Net loss per common share represents net loss attributable to common shareholders divided by the weighted average number of common shares outstanding during the year.

For all the periods presented, diluted loss per share equals basic loss per share due to the anti-dilutive effect of warrants and share options. The outstanding number and type of securities that could potentially dilute basic net loss per share in the future but would have decreased the loss per share (anti-dilutive) for the three months ended March 31, 2022 and 2021 presented are as follows:

    March 31, 2022     March 31, 2021  
    #     #  
Warrants   6,956,795     6,749,109  
Share Options   3,212,421     1,671,768  
    10,169,216     8,420,877  

15. General and administrative

Components of general and administrative expenses for the three months ended March 31, 2022 and 2021 were as follows:

    For the three months ended March 31,  
    2022     2021  
    $     $  
Professional fees   2,132,377     1,051,476  
General office, insurance and administration expenditures   471,523     847,282  
Consulting fees   351,689     729,840  
Salaries, wages and benefits   578,350     694,736  
Investor relations   291,170     38,801  
Building and facility costs   412,360     390,363  
Foreign exchange loss   (249,493 )   (155,184 )
    3,987,976     3,597,314  
Allocated to:            
Continuing operations   3,528,302     3,048,859  
Discontinued operations   459,674     548,455  

16. Commitments and contingencies

Commitments

Epitech License Agreement

Under the terms of the Company's License Agreement with Epitech Group SPA ("Epitech"), the Company has payments due to Epitech pending the achievement of specified milestones. Upon first notification by the U.S. Food and Drug Administration ("FDA") of approval of a New Drug Application, the non-refundable sum of $700,000 will be due and payable to Epitech. Within thirty days of the first notification by the FDA of approval of a New Drug Application, the Company is required to pay the non-refundable sum of $500,000 to Epitech. Within ten business days of the first notification of approval of a Supplemental New Drug Application by the FDA, the Company will pay the non-refundable sum of $1,000,000 to Epitech.

For non-prescription drug rights, any one-off lump sum payments received by the Company as consideration for granting a sub-license to a Commercial Partner with respect to a Licensed Product, shall require the Company to pay to Epitech 25% of the lump sum payment received by the Company. For prescription drug rights the Company shall pay 5% of any one-off lump sum payments to Epitech as consideration for granting a sub-license to a Commercial Partner with respect to a Licensed Product. The Company will pay the amounts payable on a quarterly basis within 60 days of the end of each calendar quarter.

18

FSD PHARMA INC.

Notes to the condensed consolidated interim financial statements

(expressed in United States dollars)

March 31, 2022 and 2021

The Company shall pay either a) 7% of Net Sales of the Licensed Product in a Product Regulatory Category other than prescription drugs placed on the market by the Company; or b) 25% of Net Receipts received by the Company from Commercial Partners where Licensed Products in a Product Regulatory Category other than prescription drugs are placed on the market by such Commercial Partners; or c) 5% of Net Sales or Net receipts of the Licensed Products in the Product Regulatory Category of prescription drugs. The Company will pay the amounts payable on a quarterly basis within 60 days of the end of each calendar quarter.

Innovet License Agreement

Under the terms of the Innovet license agreement, the Company has payments due to Innovet pending the achievement of specified milestones. Within thirty days from the first notification by the FDA of approval of a New Animal Drug Application ("NADA"), the Company will pay the non-refundable sum of $750,000 to Innovet.

Any one-off lump sum payments received by the Company as consideration for granting a sub-license to a Commercial Partner with respect to a Licensed Product, shall require the Company to pay to Innovet 14% of the lump sum payment received by the Company. The Company will pay the amounts payable on a quarterly basis within 60 days of the end of each calendar quarter.

The Company shall pay 5% of Net Sales of the Licensed Product. The Company will pay the amounts payable on a quarterly basis within 60 days of the end of each calendar quarter.

Lucid-MS Agreement

The Company has entered into a license agreement that governs the Lucid-MS compound. Under the terms of the agreement, the Company shall pay a yearly license maintenance fee of C$100,000 until the first commercial sale of a product is made.

Under the agreement the Company is committed to minimum milestones payments of $nil and maximum milestones payments of C$12,500,000 if all product development and regulatory milestones are met.

Furthermore, the Company is also responsible to pay revenue milestone payments and royalties if revenue milestones from commercial sales are achieved. Milestones can be extended by mutual agreement.

Contingencies

Legal Matters

From time to time, the Company is named as a party to claims or involved in proceedings, including legal, regulatory and tax related, in the ordinary course of its business. While the outcome of these matters may not be estimable at the reporting date, the Company makes provisions, where possible, for the estimated outcome of such claims or proceedings. Should a loss result from the resolution of any claims or proceedings that differs from these estimates, the difference will be accounted for as a charge to profit or loss in that period.

19

FSD PHARMA INC.

Notes to the condensed consolidated interim financial statements

(expressed in United States dollars)

March 31, 2022 and 2021

Environmental

Management believes that there are no probable environmental related liabilities that will have a material adverse effect on the financial position or operating results of the Company.

Contract Research Organization ("CRO") Dispute

The Company is involved in arbitration proceedings with a CRO regarding amounts claimed to be owed to the CRO by the Company. The CRO is claiming it is owed amounts outstanding for work on clinical trials in the United States. The Company is disputing the amounts claimed to be owed. The Company believes it has sufficiently provided for amounts claimed to be owed to the CRO which are recorded in trade and other payables. As at March 31, 2022, the ultimate outcome of the matter cannot be reliably determined at this time.

Parkway Clinical Laboratories

Parkway Clinical Laboratories ("PCL"), a company wholly owned by the Company's former CEO, Raza Bokhari, has filed an action in Pennsylvania on July 8, 2021, against the Company. PCL has advanced two claims: (1) breach of contract in which PCL alleges that the Company failed to pay for $1,412,951 worth of services rendered (e.g., providing office space, personnel, and financial assistance); and (2) alleging that the Company received the benefit of the same services referenced in the breach of contract claim without paying for them. Given that no summary judgment motions have yet been filed, it is difficult to assess whether such motions would be successful. Trial is scheduled to begin on July 11, 2022.

The Company denies that the money sought by PCL is owed and intends to vigorously defend the claim. As the ultimate outcome of the matter cannot be reliably determined at this time no provision has been recorded for this matter as at March 31, 2022.

Raza Bokhari

On July 15, 2021, the Company's former CEO, Raza Bokhari, filed a notice of arbitration and is seeking relief and support for breach of contract and severance and damages in the amount of $30,200,000, for aggravated and punitive damages in the amount of $500,000 and legal fees and disbursements associated with the arbitration. Raza Bokhari was placed on administrative leave from his role as the Company's Chief Executive Officer following the Company's annual general and special meeting of shareholders on May 14, 2021, pending the outcome of an investigation of various concerns by a Special Committee comprised of independent directors using independent legal counsel. Upon the recommendation of the Special Committee, Raza Bokhari's employment was terminated for cause by the Company's board of directors on July 27, 2021. The arbitration hearing commenced in March 2022 and has proceeded through the production and oral examination stages.

The Company disputes the allegations and intends to vigorously defend against the claim. It has counterclaimed against Raza Bokhari for losses sustained as a result of Raza Bokhari's alleged breaches of his duties to the Corporation. As the ultimate outcome of the matter cannot be reliably determined at this time, no provision has been recorded for this matter as at March 31, 2022.

Derivative Complaint

On July 20, 2021, a shareholder filed a claim in Delaware against the Company and its directors and officers seeking to remedy harm they believe the directors and officers of the Company have caused by their actions. The shareholder has filed the claim on count of breach of fiduciary duties and corporate waste against the directors and officers with no dollar amount being claimed. On September 13, 2021, the Company filed a motion to dismiss in its entirety and the motion was heard on February 8, 2022. On May 5, 2022, the Company's motion to dismiss was granted and all claims were dismissed without prejudice.

20

FSD PHARMA INC.

Notes to the condensed consolidated interim financial statements

(expressed in United States dollars)

March 31, 2022 and 2021

Indemnity Application

Dr. Raza Bokhari has commenced an application in the Superior Court seeking an order appointing an arbitrator to arbitrate his claim to be entitled to indemnification of his legal expenses associated with the litigation he has commenced against the Company or in which he has been named as a party by the Company. The Company denies the validity of the underlying indemnification agreement and is opposing the application. In April 2022, the parties agreed to adjourn the application without setting a new hearing date.

17. Related party transactions

Key management personnel are those persons having the authority and responsibility for planning, directing and controlling activities of the entity, directly or indirectly.

Transactions with key management and directors comprised the following:

a) The Company paid expenses of $nil (2021 - $262,834) to a company owned by the former CEO for the three months ended March 31, 2022.

b) In fiscal 2022, the Company pays independent directors' compensation of C$60,000, with the chair of the audit committee receiving an additional C$20,000 and the chair of the compensation committee receiving an additional C$10,000. Director's compensation for the three months ended March 31, 2022, was $55,260 (2021 - $541,545), which includes $nil (2021 - $466,545) recognized as share-based compensation for shares issued.

c) In February 2021, as compensation, the Company issued 1,349,764 shares with a fair value of $3,576,875 to Raza Bokhari, in his capacity as Board Chair and Chief Executive Officer, and to certain other directors. Of the 1,349,764 shares issued, 1,173,709, with a fair value of $3,110,330, were issued to Raza Bokhari and 176,055 shares, with a fair value of $466,545, were issued to other directors. In June 2021, 156,278 of the shares issued to directors in February 2021 were cancelled. On March 8, 2022, following litigation with respect to certain of the shares issued to Raza Bokhari in February 2021, the court issued a decision, permitting the part of the share grant to Raza Bokhari until the date of his termination (being 536,979 Class B shares) but cancelling the shares relating to services that were to be provided after the date of termination (being 504,888 Class B shares). The shares were cancelled on March 29, 2022.

Key management personnel compensation during the three months ended March 31, 2022 and 2021 is comprised of:

    2022     2021  
    $     $  
Salaries, benefits, bonuses and consulting fees   321,846     515,876  
Share-based payments and bonuses   6,077     3,855,418  
Total   327,923     4,371,294  

18. Subsequent events

On April 4, 2022, the Company cancellated 2,820,104 share options held by officers of the Company and replaced them with Restricted Share Units ("RSUs"). Each RSU issued is fully vested on the date of grant and expires 36 months from the date of grant.

Subsequent to March 31, 2022, the Company issued 13,393 Class B shares for services.

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FSD PHARMA INC.

Notes to the condensed consolidated interim financial statements

(expressed in United States dollars)

March 31, 2022 and 2021

On May 6, 2022, the Company closed the sale of the Facility and the Facility Property for total consideration of CAD$16,400,000.

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 EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 FSD Pharma Inc.: Exhibit 99.2 - Filed by newsfilecorp.com

FSD PHARMA INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

As used in this management's discussion and analysis of financial condition and results of operations ("MD&A"), unless the context indicates or requires otherwise, all references to the "Company", "FSD", "we", "us" or "our" refer to FSD Pharma Inc., together with our subsidiaries, on a consolidated basis as constituted on March 31, 2022.

This MD&A for the three months ended March 31, 2022 and 2021 should be read in conjunction with the Company's unaudited consolidated interim financial statements and the accompanying notes for the three months ended March 31, 2022 and 2021. The financial information presented in this MD&A is derived from the Company's unaudited consolidated interim financial statements for the three months ended March 31, 2022 and 2021 ("financial statements") which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). All amounts are in United States dollar except where otherwise indicated.

This MD&A is dated as of May 13, 2022.

FORWARD-LOOKING INFORMATION

The information provided in this MD&A, including information incorporated by reference, contains certain "forward‐looking information" or "forward-looking statements" within the meaning of Canadian securities laws and United States securities laws (collectively, "forward‐looking statements"). Forward-looking statements relate to future events or future performance, business prospects or opportunities of the Company that are based on forecasts of future results, estimates of amounts not yet determined and assumptions of management made in light of management's experience and perception of historical trends, current conditions and expected future developments. All statements other than statements of historical fact may be forward-looking statements.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be forward-looking statements. forward-looking statements are often, but not always, identified by words or phrases such as "hope", "would", "seek", "anticipate", "believe", "expect", "plan", "continue", "estimate", "will", "predict", "intend", "forecast", "future", "target", "project", "capacity", "could", "should", "might", "focus", "proposed", "scheduled", "outlook", "potential", "may" or similar expressions and includes suggestions of future outcomes, including, but not limited to statements about: discussions concerning the Company's exploration of near-term funding strategies; the Company's plans to advance the research & development of product candidates to commercialization through studies and clinical trials, including anticipated timing and associated costs; the application and the costs associated with such planned trials, and the Company's ability to obtain required funding and the terms and timing thereof; the expansion of our product offering(s), our business objectives and the expected impacts of previously announced acquisitions and developments; the investigational new drug FDA application process and any review thereof and its affects on our business objectives; the sale of substantially all of the assets of FV Pharma (as defined below), including the Facility (as defined below) and the Facility Property (as defined below), and timing thereof. Readers are cautioned not to place undue reliance on forward-looking statements as the Company's actual results may differ materially and adversely from those expressed or implied.

The Company has made certain assumptions with respect to the forward-looking statements regarding, among other things: the Company's ability to generate sufficient cash flow from operations and obtain financing, if needed, on acceptable terms or at all; the general economic, financial market, regulatory and political conditions in which the Company operates; the interest of potential purchasers in the Company's product candidates; anticipated and unanticipated costs; the government regulation of the Company's activities and product candidates; the timely receipt of any required regulatory approvals; the Company's ability to obtain qualified staff, equipment and services in a timely and cost efficient manner; the Company's ability to conduct operations in a safe, efficient and effective manner; and the Company's expansion plans and timeframe for completion of such plans.

Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements, because no assurance can be given that such statements will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially and adversely from those currently anticipated due to a number of factors and risks. These include, but are not limited to: the limited operating history of the Company and history of losses, and anticipated significant losses for the foreseeable future incurred to pursue commercialization of product candidates; the Company's inability to file INDs (as defined below) on timelines it reasonably anticipates, if at all; the Company's ability to identify, license or discover additional product candidates; the product candidates being in the preclinical development stage; the Company's reliance on its product candidates; the Company's ability to

1

successfully develop new commercialized products or find a market for their sale; the impact of any future recall of the Company's products; the Company's ability to promote and sustain its products, including any restrictions or constraints on marketing practices under the regulatory framework in which the Company operates; failure to achieve the degree of market acceptance and demand for our products or product candidates by physicians, patients, healthcare payors, and others in the medical community which are necessary for commercial success, including due to the possibility that alternative, superior treatments may be available prior to the approval and commercialization of product candidates, should such approval be received at all; failure of clinical trials to demonstrate substantial evidence of the safety and/or effectiveness of product candidates, which could prevent, delay or limit the scope of regulatory approval and commercialization, including from difficulties encountered in enrolling patients in clinical trials, and reliance on third parties to conduct our clinical trials and some aspects of our research and preclinical testing, or results from future clinical testing which may demonstrate opposing evidence and draw negative conclusions regarding the effectiveness of any product candidate, including the effectiveness of Lucid-MS as a treatment for multiple sclerosis or Lucid-PSYCH as a treatment for major depressive disorder or other mental health disorders; results of earlier studies or clinical trials not being predictive of future clinical trials and initial studies or clinical trials not establishing an adequate safety or efficacy profile for the Company's product candidates to justify proceeding to advanced clinical trials or an application for regulatory approval; potential side effects, adverse events or other properties or safety risks of the Company's product candidates, which could delay or halt their clinical development, prevent their regulatory approval, cause suspension or discontinuance of clinical trials, abandonment of a product candidate, limit their commercial potential, if approved, or result in other negative consequences; preliminary, interim data obtained from the Company's clinical trials that it may announce or publish from time to time may not be indicative of future scientific observations or conclusions as more patient data becomes available, further analyses are conducted, and as the data becomes subject to subsequent audit and verification procedures; inability to establish sales and marketing capabilities, or enter in to agreements with third parties, to sell and market any product candidates that the Company may develop; the ability to provide the capital required for research, product development, operations and marketing; violations of laws and regulations resulting in repercussions; risks inherent in an pharmaceutical business and the development and commercialization of pharmaceutical products, including the inability to accurately predict timing or amounts of expenses, requirements of regulatory authorities, and completion of clinical studies on anticipated timelines, which may encounter substantial delays or may not be able to be completed at all; delays in clinical trials; psychedelic-inspired drugs possibly never being approved as medicines or other therapeutic applications; the Company's inability to attain or maintain the regulatory approvals it needs in any jurisdiction to commercialize, distribute or sell any product candidate or other pharmaceutical products; failure of counterparties to perform contractual obligations; changes, whether anticipated or not, in laws, regulations and guidelines that may result in significant compliance costs for the Company, including in relation to restrictions on branding and advertising, regulation of distribution and excise taxes; uncertainty associated with insurance coverage and reimbursement status for newly-approved pharmaceutical products, which could result in product candidates becoming subject to unfavourable pricing regulations, third-party coverage and reimbursement practices, or healthcare reform initiatives, including legislative measures aimed at reducing healthcare costs; conditions in the global economy and capital markets, including impacts to trade and public health or geopolitical risks, as a result of impacts of COVID-19 or otherwise; the Company's anticipated negative cash flow from operations and non-profitability for the foreseeable future; the inability to obtain required additional financing on terms favourable to the Company or at all; the dilutive effects of future sales or issuances of equity securities and the conversion of outstanding securities to Class B shares; the Company's dual class share structure; the market price of the Class B shares possibly being subject to wide price fluctuations; whether an active trading market for the Company's Class B shares (as defined below) is sustained; the Company's ability to identify and execute future acquisitions or dispositions effectively, including the ability to successfully manage the impacts of such transactions on its operations; lack of dividends, and reinvestment of retained earnings, if any, into the Company's business; risk related to the sale of the Facility and Facility Property, including whether the Company will be able to sell the Facility and/or the Facility Property on terms favourable to the Company, or at all; the Company's reliance on management, key persons and skilled personnel; reliance on contract manufacturing facilities; manufacturing problems that could result in delay of the Company's development or commercialization programs; the Company's expected minimal environmental impacts; insurance and uninsured risks; claims from suppliers; conflicts of interest between the Company and its directors and officers; the Company's ability to manage its growth effectively; the Company's ability to realize production targets; supply chain interruptions and the ability to maintain required supplies of, equipment, parts and components; the Company's ability to successfully implement and maintain adequate internal controls over financial reporting or disclosure controls and procedures; results of litigation; the dependence of the Company's operations, in part, on the maintenance and protection of its information technology systems, and the information technology systems of its third-party research institution collaborators, CROs or other contractors or consultants, which could face cyber-attacks; failure to execute definitive agreements with entities in which the Company has entered into letters of intent or memoranda of understanding; unfavourable publicity or consumer perception towards the product candidates; reputational risks to third parties with whom the Company does business; failure to comply with laws and regulations; the Company's reliance on its own market research and forecasts; competition from other technologies and pharmaceutical products, including from synthetic production, new manufacturing processes and new technologies, and expected significant competition from other companies with similar businesses, and significant competition in an environment of rapid technological and scientific change; the Company's ability to safely, securely, efficiently and cost-effectively transport our products to consumers; liability arising from any fraudulent or illegal activity, or other misconduct or improper activities that the Company's directors, officers, employees, contractors, consultants, commercial partners or vendors may engage in, including noncompliance with regulatory standards and requirements; unforeseen claims made against the Company, including product liability claims or regulatory actions; reliance on single-source suppliers, including single-course suppliers for the acquisition of the drug substance and drug product for any of the product candidates; inability to obtain or

2

maintain sufficient intellectual property protection for the Company's product candidates; third-party claims of intellectual property infringement; patent terms being insufficient to protect competitive position on product candidates; inability to obtain patent term extensions or non-patent exclusivity; inability to protect the confidentiality of trade secrets; inability to protect trademarks and trade names; filing of claims challenging the inventorship of the Company's patents and other intellectual property; invalidity or unenforceability of patents, including legal challenges to patents covering any of the product candidates; claims regarding wrongfully used or disclosed confidential information of third parties; inability to protect property rights around the world; risks related to the Company's status as a foreign private issuer; the Company taking advantage of reduced disclosure requirements applicable to emerging growth companies; the Company's classification as a "passive foreign investment company"; that the Company's international business operations, including expansion to new jurisdictions, could expose it to regulatory risks or factors beyond our control such as currency exchange rates and changes in governmental policy; risks related to expansion of international operations; the Company's ability to produce and sell products in, and export products to, other jurisdictions within and outside of Canada and the United States, which is dependent on compliance with additional regulatory or other requirements; regulatory regimes of locations for clinical trials outside of Canada and the United States; failure to obtain approval to commercialize product candidates outside of Canada and the United States; if clinical trials are conducted for product candidates outside of Canada and the United States, the FDA, Health Canada and comparable regulatory authorities may not accept data from such trials, or the scope of such approvals from regulatory authorities may be limited; and other factors beyond the Company's control.

The Company cautions that the foregoing list of important risk factors and uncertainties is not exhaustive. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated, intended or projected. There is no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. You should carefully consider the matters discussed under "Risks Factors" in our Annual Information Form for the year ended December 31, 2020, Short Form Base Shelf Prospectus dated June 16, 2020, Prospectus Supplement dated February 11, 2021 and in the section of our Annual Report titled "Item 3. Key Information-D. Risk Factors".

The forward-looking statements contained or incorporated by reference in this MD&A are made as of the date of this MD&A or as otherwise specified. Except as required by applicable securities law, we undertake no obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of factors affecting those statements, whether as a result of new information, future events or otherwise or the foregoing lists of factors affecting this information.

All of the forward-looking information contained in this MD&A is expressly qualified by the foregoing cautionary statements.

Additional information relating to FSD can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

OVERVIEW

The Company was formed under and is governed by the provisions of the Business Corporations Act (Ontario) (the "OBCA") on November 1, 1998 pursuant to the amalgamation of Olympic ROM World Inc., 1305206 Ontario Company, 1305207 Ontario Inc., Century Financial Capital Group Inc. and Dunberry Graphic Associates Ltd. The Company's registered office is located at 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9.

On March 15, 2018, the Company's shareholders approved the amendments contemplated by the Articles of Amendment at the 2018 annual and special meeting of the shareholders, pursuant to which, among other things, the Company's shareholders approved certain changes to the capital structure of the Company.

On May 24, 2018, pursuant to Articles of Amendment, the Company changed its name to "FSD Pharma Inc." and the capital structure of the Company was reorganized to create a new class of Class A shares, amend the terms of and re-designate the existing common shares as Class B shares, and eliminate the existing non-voting Class A preferred shares and non-voting Class B preferred shares.

On May 29, 2018, the Class B shares commenced trading on the Canadian Stock Exchange under the trading symbol "HUGE".

On October 16, 2019, the Company amended its articles of incorporation to complete a consolidation of all of its issued and outstanding share capital. Pursuant to the amendment, all of the issued and outstanding Class A shares and Class B shares were consolidated on the basis of one post-consolidation share for every 201 pre-consolidation shares of the Company (the "Consolidation"). Unless otherwise noted, presentation in this MD&A of the number of Class A shares, Class B shares, stock options, warrants and the issue or exercise prices and any other data related to the foregoing securities are all presented on a post-Consolidation basis.

On January 9, 2020, the Class B Shares commenced trading on the Nasdaq under the trading symbol "HUGE".

3

FSD Pharma Inc. ("FSD" or the "Company"), through its wholly owned subsidiaries, FSD Biosciences, Inc., Prismic Pharmaceuticals Inc., and Lucid Psycheceuticals Inc. is a pharmaceutical research and development ("R&D") company focused on developing over time multiple applications of its three compounds:

1. Ultra micro-palmitoylethanolamide ("PEA") or FSD-PEA (formerly called FSD-201), which is a licensed compound (as described below);

2. Lucid-PSYCH (formerly Lucid-201); and

3. Lucid-MS (formerly Lucid-21-302), which is a licensed compound (as described below).

The Company filed an Investigational New Drug Application ("IND") with the FDA on August 28, 2020, for PEA and was approved on September 25, 2020, to initiate a Phase 2(a) clinical program for the use of PEA to treat COVID-19, the disease caused by the SARS-CoV-2 virus. The trial was targeting a total of 352 random patients in a controlled, double-blind multicenter study.

Following the May 14, 2021, annual general and special meeting of shareholders, the Company retained an independent biotechnology and pharma focused firm to evaluate PEA's current potential commercial viability for the SARS-CoV-2 virus indication and to undertake a review of its Phase 2 clinical program to assist the Company in determining its viability and, more broadly, evaluating the general current commercial viability of PEA. In particular, the Company was concerned with the pace of progress in advancing the Phase 2 clinical program during a period in which COVID-19 treatments and vaccination rates evolved significantly and competitive products were being successfully advanced. The biotechnology investment bank reported its findings and the Company concluded that, while there are potential commercial opportunities for PEA, specifically the treatment of COVID-19 by PEA is unlikely to be commercially viable. Based on this information, on August 24, 2021, the Company elected to terminate the current Phase 2 clinical trials for the treatment of COVID-19 in order to concentrate its resources on more commercially viable opportunities for PEA. The Company continues to evaluate Phase 2 indications to potentially target for PEA that will realize value creation for shareholders.

As of the date hereof, the Company currently has four material subsidiaries:

(i) FSD Biosciences Inc. ("FSD Biosciences"), which is wholly owned by the Company and incorporated under the laws of the State of Delaware;

(ii) FV Pharma Inc. ("FV Pharma"), which is wholly owned by the Company and incorporated under the OBCA;

(iii) Lucid Psycheceuticals Inc. ("Lucid"), which is wholly owned by the Company and incorporated under the OBCA; and

(iv) Prismic Pharmaceuticals Inc. ("Prismic"), which is wholly owned by the Company and incorporated under the laws of the State of Arizona.

In July 2020, the Company decided to primarily focus its efforts and resources on the pharmaceutical and biotechology business operated through FSD Biosciences Inc. Between March 2018 and June 2020, the Company made investments in and entered into agreements with a number of cannabis-related ventures (the “Cannabis Investments”). All material Cannabis Investments have been liquidated or terminated. As of September 30, 2020, the Company, ended all activities of FV Pharma. As a result, the Company is no longer engaged in cannabis-related activities and is in the process of liquidating all of FV Pharma's assets, including the sale of its Facility and/or the adjacent real estate. On May 6, 2022, the Company closed the sale of the Facility and the Facility Property for total consideration of CAD$16,400,000. See further discussion below under "Discontinued Operations" and “Subsequent Events”.

FSD Pharma Inc.

Through the acquisition of Prismic Pharmaceuticals Inc. ("Prismic"), the Company acquired an exclusive, worldwide license (excluding Italy and Spain) to exploit for certain specified pharmaceutical purposes patents and other intellectual property rights to PEA owned by Epitech Group SpA ("Epitech"). Pursuant to a royalty agreement between Prismic and FSD Pharma, Prismic holds the right to receive, from FSD, a percentage of the net sales of products developed for conditions relating to pain in humans and certain other conditions using certain intellectual property owned or controlled by Epitech or its affiliates including those relating to PEA. PEA is a naturally occurring substance that is produced within the body in response to inflammation. FSD Pharma is currently seeking to advance pharmaceutical development programs centered on PEA that meet one or more selected criteria. All efforts are intended to be founded on a biological plausibility of an efficacious effect with a high safety profile.

The Company has successfully completed Phase 1 first-in-human safety and tolerability study for PEA and has found the compound to be safe with no serious adverse side effects. This study also validated considerable scientific literature already published in the European Union that claims safety and tolerability of PEA. PEA is currently being dispensed in Italy and Spain as a prescription based medical food supplement since 2004.

The Company received permission from the FDA in June 2020 to submit an IND Application for the use of PEA to treat COVID-19, the disease caused by the SARS-CoV-2 virus.

The Company submitted to the FDA an IND Application for the use of PEA in August 2020.

4

In September 2020, the Company received authorization from the FDA to initiate Phase 2 clinical program for the use of PEA to treat COVID-19.

On August 24, 2021, the Company announced it was terminating the Phase 2 clinical program specific to treating COVID-19, while the Company continues to evaluate other indications to potentially target for PEA. The Company had retained an independent biotechnology and pharma-focused investment banking firm to evaluate FSD-PEA's current potential commercial viability for COVID-19 treatment (the "FSD-PEA Review"). The findings of the FSD-PEA Review suggested that while there were potential commercial opportunities for FSD-PEA, the treatment of COVID-19 by FSD-PEA is specifically unlikely to be commercially viable.

Epitech License Agreement

On January 8, 2020, the Company entered into an amended and restated license agreement with Epitech, as further amended in July 2020 (defined in this subsection as the "License Agreement"), which amended and restated the license agreement between Prismic and Epitech through which Prismic secured certain intellectual property rights to PEA from Epitech. The License Agreement grants the Company an exclusive, worldwide license (excluding Italy and Spain where the Company is not licensed and Epitech remains entitled to commercialize the Licensed Products (as defined herein), directly or indirectly) (the "Epitech License") to research, manufacture and commercialize products (defined in this subsection as the "Licensed Products") that are developed using certain proprietary formulations of PEA owned by Epitech and that are to be used to treat chronic kidney disease in humans or, if a prescription drug, any other human condition that is related to pain and chronic pain. In addition, under the terms of the Epitech License, as further amended on July 9, 2020, if Epitech develops or commercializes a prescription drug for the treatment of any other human condition unrelated to pain and chronic pain (a "Different Prescription Drug") in its territory, the Company has a first refusal right to use Epitech's patents to develop and commercialize this Different Prescription Drug in its territory (i.e. worldwide excluding Italy and Spain). Should the Company exercise this right, but then fail to demonstrate commercially reasonable efforts to develop the Different Prescription Drug in the two years following, Epitech would be free to exploit and/or license to third parties the use of the patents for the Different Prescription Drug. Finally, the Epitech License provides the Company with a nonexclusive license to use Epitech's scientific and technical know-how with respect to FSD-PEA in connection with the development or commercialization of the Licensed Products discussed above.

Under the terms of the License Agreement, the Company is required to make payments to Epitech upon the achievement of specified milestones. The Company was required to pay the non-refundable sum of $300,000 on or before October 31, 2019. Upon first notification by the FDA of approval of a New Drug Application, the non-refundable sum of $700,000 is due and payable to Epitech. Within thirty days of the first notification by the FDA of approval of a New Drug Application, the Company is required to pay the non-refundable sum of $500,000. Within ten business days of the first notification of approval of a Supplemental New Drug Application by the FDA, the Company is required to pay the non-refundable sum of $1,000,000 to Epitech.

The License Agreement also specifies certain royalty payments. Pursuant to the License Agreement, the Company must pay Epitech 25% (in the case of non-prescription drug rights) and 5% (in the case of prescription drug rights) of any one-off lump sum payments it receives as consideration for granting a sub-license to a third-party with respect to a Licensed Product. In addition, the Company is required to pay either: (a) 7% of net sales of the Licensed Products in a product regulatory category other than prescription drugs placed on the market by the Company; (b) 25% of the royalties received by the Company from sub-licensees (such royalties, the "Net Receipts") where Licensed Products in a product regulatory category other than prescription drugs are placed on the market by such sub-licensees; or (c) 5% of net sales or Net Receipts of the Licensed Products that are prescription drugs.

Unless otherwise terminated in accordance with its terms, the Epitech License will remain in force until the Company is no longer obligated to pay royalties under the License Agreement, which obligation will expire on a country-by-country basis when the last valid claim of the Licensed Patents covering the Licensed Products in a given country expires. The approval of a therapeutically equivalent, generic version of the Licensed Product(s) in a country will conclusively demonstrate that a valid claim does not cover the Licensed Products in that country. If there are no patents covering the Licensed Products in a country, royalties are payable for the license of the scientific and technical know-how under the Epitech License until expiration of the last-to expire Epitech patent that relates to PEA.

The above description of the License Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is available under the Company's SEDAR and EDGAR profiles.

Innovet License Agreement

On March 9, 2021, the Company entered into the Innovet License Agreement (defined in this subsection as the "License Agreement") with Innovet Italia S.R.L. ("Innovet"). The License Agreement grants the Company an exclusive, worldwide license (excluding Italy, and subject to a first refusal right maintained by Innovet, any other country in Europe) to research, manufacture and commercialize products using certain proprietary formulations of ultra-micro PEA (defined in this subsection as the "Licensed Products") to treat gastro-intestinal diseases in canines and felines. The License Agreement provides that the Company shall develop the Licensed Products with a view to submitting an Investigational Animal Drug Application with the FDA within thirty-six (36) months of the date of the agreement and shall submit a New Animal Drug Application within sixty (60) months of the effective date of the agreement.

5

Under the terms of the License Agreement, the Company will be required to make payments to Innovet upon the achievement of specified milestones. An initial non-refundable sum of US$500,000 was payable to Innovet on the effective date of the License Agreement and a second non-refundable sum of US$250,000 was payable to Innovet on the first anniversary of the effective date of the License Agreement. Within thirty business days of the first notification of approval of a New Animal Drug Application by the FDA of the first Licensed Product to receive such approval in the United States, the Company is required to pay an additional non-refundable sum of US$750,000 to Innovet. None of the specified milestones have been met to date and there is no guarantee or assurance that they will be met in the future.

The License Agreement also specifies certain royalty payments. Pursuant to the License Agreement, the Company is required to pay Innovet 14% of any one-off lump sum payments it receives as consideration for granting a sub-license to a third-party with respect to a Licensed Product. In addition, the Company is required to pay 5% of net sales of the Licensed Products.

The above description of the License Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is available under the Company's SEDAR and EDGAR profiles.

Lucid-MS Agreement

On May 19, 2021, prior to its acquisition by the Company, Lucid entered into a license agreement with the University Health Network ("UHN") that governs the world-wide licensing of certain intellectual property rights and data associated with Lucid-MS. Under the terms of the agreement, the Company shall pay a yearly license maintenance fee of C$100,000 to UHN until the first commercial sale of a product utilizing the intellectual property licensed to the Company under the agreement, including Lucid-MS is made.

Under the agreement the Company is committed to minimum milestones payments of $nil and maximum milestones payments of C$12,500,000 if all product development and regulatory milestones are met.

Furthermore, the Company is also responsible to pay revenue milestone payments and royalties if revenue milestones from commercial sales are achieved. Milestones can be extended by mutual agreement.

Lucid-PSYCH Agreement

On October 1, 2021, the Company entered into an agreement with Covar Pharmaceuticals Inc. ("Covar"), a contract development and manufacturing services organization, to commence work on providing research quantities of the Company's drug candidate, Lucid-PSYCH, on an exclusive basis for further clinical evaluation (the "Covar Agreement"). Covar's research and development facility is licensed to handle psychoactive compounds such as Lucid-PSYCH, which are "controlled substances" listed under the Controlled Drugs and Substances Act (Canada). Pursuant to the Covar Agreement, Covar will produce non-good manufacturing practices and good manufacturing practices Lucid-PSYCH for use in the Company's planned pre-clinical and Phase 1 clinical trials, respectively.

Cannabis Licenses

The Company held three licenses from Health Canada: (i) a Cultivation License (defined below); (ii) a Processing License (defined below); and (iii) a Sale for Medical Purposes License (collectively, the "Licenses").

On July 30, 2020, the Company announced that it has notified Health Canada of the Company's decision to forfeit the licenses of FV Pharma and suspend all cannabis-related activities of FV Pharma. As of September 30, 2020, the Company ended all activities of FV Pharma and had surrendered its Licenses. The Company is in the process of liquidating all of FV Pharma's assets, including the sale of its Cobourg facility and/or the adjacent real estate. See further discussion below under "Discontinued Operations" and "Subsequent Events".

The Facility

FV Pharma's facility is located at 520 William Street, Cobourg, Ontario, K9A 3A5 (the "Facility"). The Company also owns the 64-acre property on which the Facility is located (the “Facility Property”). FV Pharma acquired the Facility in November 2017. The Facility has 581,538 square feet of building space. See further discussion below under "Discontinued Operations" and “Subsequent Events”.

The Company has no contractual arrangements and has no commitments for capital expenditures with respect to the Facility or the Facility Property.

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IMPACT OF COVID-19

The outbreak of the novel strain of coronavirus, specifically identified as "COVID-19," has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The extent to which COVID-19 and any other pandemic or public health crisis impacts the Company's business, affairs, operations, financial condition, liquidity, availability of credit and results of operations will depend on future developments that are highly uncertain and cannot be predicted with any meaningful precision, including new information which may emerge concerning the severity of the COVID-19 virus and the actions required to contain the COVID-19 virus or remedy its impact, among others. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in future periods.

The Company's clinical trials for the use of FSD-PEA, a compound to treat suspected or confirmed cases of COVID-19, were placed on hold during the year pending the completion of a study to assess the commercial viability of FSD-PEA as a treatment for COVID-19. Following the completion of the study, the Company announced on August 24, 2021, that it was terminating the Phase 2 clinical program specific to treating COVID-19. The impact of COVID-19 did not have a material impact on the continuing operations or financial results of the Company for the three months ended March 31, 2022 and 2021.

DISCONTINUED OPERATIONS

As previously noted, in March 2020, the Company decided to focus its efforts and resources on the pharmaceutical business and initiated a process to sell the Facility and Facility Property and exit the medical cannabis industry. The Company is actively marketing the Facility and Facility Property for sale and expects that the sale of the Facility and Facility Property will be completed within the next twelve months. On February 23, 2022, the Company entered into a firm agreement in connection with the sale of the Facility and the Facility Property. See further discussion below under "Subsequent Events".

Assets held for sale consists of the Facility and Facility Property. It is anticipated that no liabilities of the Company will be transferred as part of any proposed transaction. Results of operations related to the Facility are reported as discontinued operations for the period ended March 31, 2022 and 2021.

In accordance with IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations, the assets held for sale were assessed for impairment based on fair value less costs to sell. The fair value was measured using the price at which the Company expects to receive for the disposal of the Facility and Facility Property in its current state less estimates for the costs of disposal. The fair value less costs to sell was higher than the carrying value of the Facility and Facility Property, resulting in recognition of the resulting group at carrying value.

SELECTED FINANCIAL HIGHLIGHTS

The following table presents selected financial information for the three months ended March 31, 2022 and 2021:

    For the three months ended
March 31,		  
    2022     2021  
    $     $  
General and administrative   3,528,302     3,048,859  
External research and development fees   937,052     1,970,251  
Share-based payments   83,161     3,832,524  
Depreciation and amortization   1,101,155     951,020  
Total operating expenses   5,649,670     9,802,654  
Net loss from continuing operations   (5,460,831 )   (9,405,612 )
Net loss from discontinued operations   (444,506 )   (533,842 )
Net loss for the period   (5,905,337 )   (9,939,454 )

 

7

OVERALL FINANCIAL PERFORMANCE

Three months ended March 31, 2022

For the three months ended March 31, 2022, general and administrative expenses were $3,528,302 compared to $3,048,859 for the comparative period in the prior year. This represents an increase of $479,443 or 16% for the three months ended March 31, 2022, compared to the equivalent period in the prior year. The increase for the three months ended March 31, 2022, is primarily related to approximately $1.2M of legal fees directly related to non-recurring litigation expenses during the three months ended March 31, 2022, offset by decreases in general office, insurance and administrative expenses as well as a decrease in consulting fees.

For the three months ended March 31, 2022, external research and development fees were $937,052 compared to $1,970,251 for the comparative period in the prior year. This represents a decrease of $1,033,199, or 52% for the three months ended March 31, 2022, compared to the equivalent period in the prior year. For the three months ended March 31, 2021, external research and development fees were incurred for the research and development of PEA, for Phase 2 Safety and Tolerability testing and COVID-19 study that terminated in August 2021.

For the three months ended March 31, 2022, share-based payments expense was $83,161 compared to $3,832,524 for the comparative period in the prior year. This represents a decrease of $3,749,363 or 98% for the three months ended March 31, 2022, compared to the equivalent period in the prior year. Share-based payments change based on the variability in the number of options granted, vesting periods of the options, the grant date fair values and share-based bonuses issued. In February 2021 the Company issued share-based bonus to the Board of Directors of $3.3 million compared to $nil during the three months ended March 31, 2022.

For the three months ended March 31, 2022, depreciation and amortization was $1,101,155 compared to $951,020 for the comparative period in the prior year. This represents an increase of $150,135 or 16% for the three months ended March 31, 2022 compared to the equivalent period in the prior year. Depreciation and amortization is primarily related to the amortization of intellectual property.

For the three months ended March 31, 2022, net loss was $5,905,337 compared to $9,939,454 for the three months ended March 31, 2021. Net loss for the three months ended March 31, 2022, is comprised of net loss from continuing operations of,  $5,460,831 and net loss from discontinued operations of, $444,506 compared to net loss from continuing operations for the three months ended March 31, 2021 of, $9,405,612 and net loss from discontinued operations of, $533,842.

    As at March 31,     As at December 31,              
    2022     2021     Change  
    $     $     $     %  
Cash   28,572,884     35,259,645     (6,686,761 )   -19%  
Total assets   55,709,544     62,963,117     (7,253,573 )   -12%  
Total liabilities   8,949,176     8,832,079     117,097     1%  

The Company concluded the three months ended March 31, 2022, with cash of $28,572,884 (December 31, 2021 - $35,259,645).

8

RESULTS OF OPERATIONS

The following table outlines our consolidated statements of loss for three months ended March 31, 2022 and 2021:

    For the three months ended March 31,  
    2022     2021     Change  
    $     $     $     %  
Expenses                        
General and administrative   3,528,302     3,048,859     479,443     16%  
External research and development fees   937,052     1,970,251     (1,033,199 )   -52%  
Share-based payments   83,161     3,832,524     (3,749,363 )   -98%  
Depreciation and amortization   1,101,155     951,020     150,135     16%  
Total operating expenses   5,649,670     9,802,654     (4,152,984 )   -42%  
                         
Loss from continuing operations   (5,649,670 )   (9,802,654 )   4,152,984     -42%  
                         
Other income   -     (1,292 )   1,292     -100%  
Finance expense   16,382     19,325     (2,943 )   -15%  
Gain on settlement of financial liability   (82,725 )   (10,250 )   (72,475 )   707%  
Loss (gain) on change in fair value of derivative liability   (242,519 )   556,556     (799,075 )   -144%  
Loss (gain) on changes in fair value of investments   120,023     (961,381 )   1,081,404     -112%  
Net loss from continuing operations   (5,460,831 )   (9,405,612 )   3,944,781     -42%  
                         
Net loss from discontinued operations   (444,506 )   (533,842 )   89,336     -17%  
Net loss   (5,905,337 )   (9,939,454 )   4,034,117     -41%  
                         
Other comprehensive income (loss)                        
Items that may be subsequently reclassified to income:                        
  Exchange gain (loss) on translation of foreign operations   (73,585 )   (37,370 )   (36,215 )   97%  
Comprehensive loss   (5,978,922 )   (9,976,824 )   3,997,902     -40%  

REVIEW OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

General and administrative

General and administrative expenses for the three months ended March 31, 2022 and 2021 are comprised of:

    For the three months ended March 31,  
    2022     2021     Change  
    $     $     $     %  
Professional fees   2,132,377     1,051,476     1,080,901     103%  
General office, insurance and administration expenditures   471,523     847,282     (375,759 )   -44%  
Consulting fees   351,689     729,840     (378,151 )   -52%  
Salaries, wages and benefits   578,350     694,736     (116,386 )   -17%  
Investor relations   291,170     38,801     252,369     650%  
Building and facility costs   412,360     390,363     21,997     6%  
Foreign exchange loss   (249,493 )   (155,184 )   (94,309 )   61%  
    3,987,976     3,597,314     390,662     11%  
Allocated to:                        
Continuing operations   3,528,302     3,048,859     479,443     16%  
Discontinued operations   459,674     548,455     (88,781 )   -16%  

9

Professional fees

    For the three months ended March 31,  
    2022     2021     Change        
    $     $     $     %  
Professional fees   2,132,377     1,051,476     1,080,901     103%  

Professional fees increased from $1,051,476 to $2,132,377 or 103% for the three months ended March 31, 2022, compared to the equivalent period in the prior year. The Company incurred $1.2M of legal fees directly related to non-recurring litigation expenses during the three months ended March 31, 2022. Professional fees fluctuate from period to period based on the nature of the transactions the Company undertakes.

General office, insurance and administration expenditures

General office, insurance and administration expenditures for the three months March 31, 2022 and 2021 are comprised of the following:

    For the three months ended March 31,  
    2022     2021     Change  
    $     $     $     %  
                         
Insurance, shareholders and public company costs   284,752     656,754     (372,002 )   -57%  
Travel, meals and entertainment   87,201     85,796     1,405     2%  
Office and general administrative   99,570     104,732     (5,162 )   -5%  
General office, insurance and administration expenditures   471,523     847,282     (375,759 )   -44%  

Insurance, shareholders and public company costs

Insurance, shareholders and public company costs decreased from $656,754 to $284,752 or 57% for the three months ended March 31, 2022, compared to the equivalent period in the prior year. These costs primarily consist of insurance and other related expenditures associated with being a publicly-listed Company on the NASDAQ. The primary reason for the decrease for the three months ended March 31, 2022, compared to the equivalent periods in the prior year is due to a decrease in the cost of director and officers' insurance and shareholders and public company costs.

Travel, meals and entertainment

Travel, meals and entertainment expenses increased from $85,796 to $87,201 or 2% for the three months ended March 31, 2022, compared to the equivalent period in the prior year. Travel, meals and entertainment expenses fluctuate from period to period based on the nature of the transactions the Company undertakes.

Office and general administrative

Office and general administrative expenses decreased from $104,732 to $99,570 or 5% for the three months ended March 31, 2022, respectively, compared to the equivalent periods in the prior year. Office and general administrative expenses may vary from period to period based on operational activities.

Consulting fees

    For the three months ended March 31,  
    2022     2021     Change  
    $     $     $     %  
Consulting fees   351,689     729,840     (378,151 )   -52%  

Consulting fees decreased from $729,840 to $351,689 or 52% for the three months ended March 31, 2022, compared to the equivalent period in the prior year. Consulting fees include fees paid to individuals and professional firms who provide advisory services to the Company and fluctuate from period to period based on the nature of the transactions the Company undertakes.

Salaries, wages and benefits

    For the three months ended March 31,  
    2022     2021     Change  
    $     $     $     %  
Salaries, wages and benefits   578,350     694,736     (116,386 )   -17%  

10

Salaries, wages and benefits expenses decreased from $694,736 to $578,350 or 17% for the three months ended March 31, 2022, compared to the equivalent period in the prior year. The decrease is primarily due to reduced headcount for the three months ended March 31, 2022, compared to the three months ended March 31, 2021.

    For the three months ended March 31,  
    2022     2021     Change  
    $     $     $     %  
Salaries, wages and benefits   578,350     694,736     (116,386 )   -17%  

Investor relations

    For the three months ended March 31,  
    2022     2021     Change  
    $     $     $     %  
Investor relations   291,170     38,801     252,369     650%  

Investor relations expenses increased from $38,801 to $291,170 or 650% for the three months ended March 31, 2022, respectively, compared to the equivalent period in the prior year. The increase is primarily related to higher spending on investor relations and marketing during the three months March 31, 2022.

Building and facility costs

    For the three months ended March 31,  
    2022     2021     Change  
    $     $     $     %  
Building and facility costs   412,360     390,363     21,997     6%  

Building and facility costs increased from $390,363 to $412,360 or 6% for the three months ended March 31, 2022, compared to the equivalent period in the prior year. Such costs include property taxes, security services, repairs and maintenance expenditures and utilities.

Foreign exchange loss

    For the three months ended March 31,  
    2022     2021     Change  
    $     $     $     %  
Foreign exchange loss   (249,493 )   (155,184 )   (94,309 )   61%  

Foreign exchange loss increased from $155,184 to $249,493 for the three months ended March 31, 2022, compared to the equivalent period in the prior year. The primary reason for the foreign exchange change was due to the change of the Canadian dollar relative to the US dollar and its impact on cash balances denominated in the Canadian dollar.

External research and development fees

    For the three months ended March 31,  
    2022     2021     Change  
    $     $     $     %  
External research and development fees   937,052     1,970,251     (1,033,199 )   -52%  

External research and development fees decreased from $1,970,251 to $937,052 or 52% for the three months ended March 31, 2022, compared to the equivalent period in the prior year. For the three months ended March 31, 2021, external research and development fees were incurred for the research and development of PEA, for Phase 2 Safety and Tolerability testing and COVID-19 study that terminated in August 2021.

Share-based payments

    For the three months ended March 31,  
    2022     2021     Change  
    $     $     $     %  
Share-based payments   83,161     3,832,524     (3,749,363 )   -98%  

11

Share-based payments decreased from $3,832,524 to $83,161 for the three-month ended March 31, 2022, compared to the equivalent period in the prior year. This represents an decrease of $3,749,363, or 98% for the three months ended March 31, 2022, compared to the equivalent period in the prior year. Share-based payments change based on the variability in the number of options granted, vesting periods of the options, the grant date fair values and share-based bonuses. In February 2021 the Company issued share-based bonus to BOD of $3.3 million compared to $nil during the three months ended March 31, 2022.

Depreciation and amortization

    For the three months ended March 31,  
    2022     2021     Change  
    $     $     $     %  
Depreciation and amortization   1,101,155     951,020     150,135     16%  

Depreciation and amortization increased from $951,020 to $1,101,155 or 16% for the three months ended March 31, 2022, compared to the equivalent period in the prior year. Depreciation and amortization is primarily related to the intellectual property.

Finance expense

For the three months ended March 31, 2022, finance expense was $16,382 compared to $19,325, for the three months ended March 31, 2021. Finance expense is primarily comprised of interest on notes payable assumed on acquisition of Prismic Pharmaceuticals in June 2019.

Gain on settlement of financial liability

For the three months and year ended March 31, 2022, the Company recognized a gain on settlement of financial liabilities of $82,725, compared to $10,250, for the three months ended March 31, 2021.

Loss (gain) on change in fair value of derivative liability

In August 2020, the Company issued warrants as part of a private placement that did not meet the IFRS definition of equity due to the exercise price being denominated in United States Dollar, which was not the functional currency of the Company at the time resulting in a variability in exercise price. As such, the warrants were recognized as a derivative liability with a fair value of $3,289,069 at the time of issuance.

The fair value of the warrants liability as at March 31, 2022, was $522,884 resulting in a gain on change in fair value of $242,519 for the period ended March 31, 2022. The fair value was determined using the Black-Scholes option pricing model and the following assumptions: exercise price of $4.26, the underlying share price of $0.87, risk-free interest rate of 2.37% and annualized volatility of 112%.

The fair value of the warrants liability as at March 31, 2021, was $2,004,466 resulting in a loss on change in fair value of $556,556 for the three months ended March 31, 2021. The fair value was determined using the Black-Scholes option pricing model and the following assumptions: exercise price of $4.26, the underlying share price of $1.91, risk free interest rate of 0.74% and annualized volatility of 132%.

Loss (gain) on changes in fair value of investments

The Company has various investments accounted for at fair value through profit or loss resulting in recognition of loss/gain as the fair value fluctuates.

      Balance at      Proceeds from     Change in fair value     Balance at March  
Entity Instrument   December 31, 2021     sale     through profit or loss     31, 2022  
      $           $     $  
True Pharma Strip Inc. Shares   197     197     -     -  
HUGE Shops Shares   157,760     157,760     -     -  
SciCann Therapeutics Shares   79     79     -     -  
Solarvest BioEnergy Inc. Shares   366,792     -     (66,679 )   300,113  
Solarvest BioEnergy Inc. Convertible debenture   293,434     -     (53,344 )   240,090  
      818,262     158,036     (120,023 )   540,203  

 

12

REVIEW OF DISCONTINUED OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

The following table outlines our net loss from discontinued operations for the three months ended March 31, 2022 and 2021:

    For the three months  
    ended March 31,  
    2022     2021  
    $     $  
Expenses            
General and administrative   459,674     548,455  
Total operating expenses   459,674     548,455  
             
Loss from discontinued operations   (459,674 )   (548,455 )
             
Other income   (15,168 )   (14,613 )
Net loss from discontinued operations   (444,506 )   (533,842 )

General and administrative

    For the three months ended March 31,  
    2022     2021     Change  
    $     $     $     %  
                         
Insurance, shareholders and public company costs   284,752     656,754     (372,002 )   -57%  
Travel, meals and entertainment   87,201     85,796     1,405     2%  
Office and general administrative   99,570     104,732     (5,162 )   -5%  
General office, insurance and administration expenditures   471,523     847,282     (375,759 )   -44%  

General and administrative expenses from discontinued operations decreased from $548,455 to $459,674 for the three months ended March 31, 2022, compared to the equivalent period in the prior year.

SELECTED QUARTERLY INFORMATION

The following table sets forth selected unaudited quarterly statements of operations data for each of the eight quarters commencing April 1, 2020 and ended March 31, 2022. The information for each of these quarters has been prepared on the same basis as the audited annual financial statements for the year ended December 31, 2021 and the unaudited consolidated interim financial statements for the period ended March 31, 2022. This data should be read in conjunction with our audited annual financial statements for the year ended December 31, 2021 and the unaudited consolidated interim financial statements for the period ended March 31, 2022. These quarterly operating results are not necessarily indicative of our operating results for a full year or any future period.

    March 31,     December 31,     September 30,     June 30,     March 31,     December 31,     September 30,     June 30,  
    2022     2021     2021     2021     2021     2020     2020     2020  
    $     $     $     $     $     $     $     $  
Other income (loss)   -     -     -     -     (1,292 )   4     (23,166 )   13,251  
Net loss for the period   (5,905,337 )   (6,347,723 )   (5,790,925 )   (13,207,327 )   (9,939,454 )   (4,378,271 )   (13,567,266 )   (4,492,484 )
Net loss per share - basic   (0.15 )   (0.16 )   (0.16 )   (0.37 )   (0.37 )   (0.24 )   (1.07 )   (0.49 )
Net loss per share - diluted   (0.15 )   (0.16 )   (0.16 )   (0.37 )   (0.37 )   (0.24 )   (1.07 )   (0.49 )

 

13

FINANCIAL POSITION

    As at     As at              
    March 31,     December 31,     Change  
    2022     2021     $     %  
ASSETS                        
Current assets                        
   Cash   28,572,884     35,259,645     (6,686,761 )   -19%  
   Other receivables   707,079     500,964     206,115     41%  
   Prepaid expenses and deposits   1,578,861     1,366,421     212,440     16%  
   Investments   -     158,036     (158,036 )   -100%  
    30,858,824     37,285,066     (6,426,242 )   -17%  
Assets held for sale   8,773,856     8,647,779     126,077     1%  
    39,632,680     45,932,845     (6,300,165 )   -14%  
Non-current assets                        
   Equipment, net   13,060     -     13,060     100%  
   Investments   540,203     660,226     (120,023 )   -18%  
   Right-of-use asset, net   147,146     168,307     (21,161 )   -13%  
   Intangible assets, net   15,376,455     16,201,739     (825,284 )   -5%  
    16,076,864     17,030,272     (966,468 )   -6%  
Total assets   55,709,544     62,963,117     (7,253,573 )   -12%  
                         
LIABILITIES                        
Current liabilities                        
   Trade and other payables   7,873,788     7,510,771     363,017     5%  
   Lease obligations   159,895     124,311     35,584     29%  
   Warrants liability   522,884     765,403     (242,519 )   -32%  
  Notes payable   300,549     300,549     -     0%  
    8,857,116     8,701,034     156,082     2%  
Non-current liabilities                        
   Lease obligations   92,060     131,045     (38,985 )   -30%  
Total liabilities   8,949,176     8,832,079     117,097     1%  
                         
SHAREHOLDERS' EQUITY                        
   Class A share capital   151,588     151,588     -     0%  
   Class B share capital   144,760,778     152,173,089     (7,412,311 )   -5%  
   Warrant   5,137,417     5,137,417     -     0%  
   Contributed surplus   24,343,300     22,583,649     1,759,651     8%  
   Foreign exchange translation reserve   166,027     239,612     (73,585 )   -31%  
   Accumulated deficit   (127,798,742 )   (126,154,317 )   (1,644,425 )   1%  
Total shareholders' equity   46,760,368     54,131,038     (7,370,670 )   -14%  
Total liabilities and shareholders' equity   55,709,544     62,963,117     (7,253,573 )   -12%  

Assets

Current assets

Cash decreased by $6,686,761 or 19%, as a result of cash used during the period.

Other receivables increased by $206,115 or 41%, primarily due to an increase in sales taxes receivable and income tax receivables. 

Prepaid expenses and deposits increased by $212,440 or 16% primarily related to payments made for the Company's insurance policies.

Current investments decreased by $158,036 or 100%, due to the sale of investments.

14

Assets Held for Sale

Assets held for sale consists of the Facility and Facility Property. It is anticipated that no liabilities of the Company will be transferred as part of any proposed transaction. Assets held for sale as at March 31, 2022 and December 31, 2021, consisted of the following: 

    2022     2021  
    $     $  
Property and plant   8,773,856     8,647,779  

Non-current assets

Investments decreased by $120,023 or 18%, primarily due to the change in fair value of investments as a result of decreases in the underlying share prices.

Intangible assets decreased by $825,284 or 5%, primarily due to amortization expense incurred for the three months ended March 31, 2022, offset by additions of $250,000.

Liabilities

Current liabilities

Trade and other payables increased by $363,017 or 5%, primarily due to timing of payments.

Warrants liability

Warrants were issued as part of the financing in August 2020. The Company determined that these warrants did not meet the IFRS definition of equity due to the exercise price being denominated in United States dollar which was not the functional currency of the Company at the time resulting in variability in exercise price. Accordingly, these warrants are treated as a derivative financial liability measured at fair value through profit or loss. As at the date of issuance the fair value of the warrants was determined to be $3,289,069 using the Black-Scholes option pricing model and the following assumptions: exercise price of $4.26, the underlying share price of $3.01 on date of issuance, risk free interest rate of 0.32% and annualized volatility of 121%.

The fair value of the warrants liability as at December 31, 2021, was $765,403 resulting in a gain on change in fair value of $682,507 for the year ended December 31, 2021. The fair value was determined using the Black-Scholes option pricing model and the following assumptions: exercise price of $4.26, the underlying share price of $1.02, risk-free interest rate of 1.22% and annualized volatility of 120%.

The fair value of the warrants liability as at March 31, 2022, was $522,884 resulting in a gain on change in fair value of $242,519 for the period ended March 31, 2022. The fair value was determined using the Black-Scholes option pricing model and the following assumptions: exercise price of $4.26, the underlying share price of $0.87, risk-free interest rate of 2.37% and annualized volatility of 112%.

Notes payable

The Company recognized notes payable from the acquisition of Prismic on June 29, 2019, made up of convertible notes and short-term notes. The notes and short-term notes are due to former board members of Prismic. The notes carry an annual interest rate of 20% and the short-term notes carry an annual interest rate of 10%.

Non-current liabilities

Non-current portion of lease liability represents the Company's obligations for office leases.

Shareholders' equity

Shareholder's equity decreased by $7,370,670 due to a decrease of $7,412,311 related to share buyback program, loss of $73,585 related to the translation of foreign operations and cancellation of shares, net loss of $5,905,337, offset by $1,759,651 of contribution surplus related to share cancelation and share based payments.

LIQUIDITY, CAPITAL RESOURCES AND FINANCING

The general objectives of our capital management strategy are to preserve our capacity to continue operating, provide benefits to our stakeholders and provide an adequate return on investment to our shareholders by continuing to invest in our future that is commensurate with the level of operating risk we assume. We determine the total amount of capital required consistent with risk levels. This capital structure is adjusted on a timely basis depending on changes in the economic environment and risks of the underlying assets. We are not subject to any externally imposed capital requirements.

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The financial statements and this MD&A have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. In making this assessment, management concluded that it has sufficient working capital as of March 31, 2022, in order to carry out its planned operations over the next twelve months.

The Company is in the preliminary stages of its planned operations and has not yet determined whether its processes and business plans are economically viable. The continuing operations of the Company are dependent upon the ability of the Company to complete the pharmaceutical research and development programs centered on the Company's compounds (two of which are licensed). The discontinued operations of the Company are in the process of being sold to fund the continuing operations.

As at March 31, 2022, the Company had cash of $28,572,884 representing an decrease of $6,686,761 from December 31, 2021. This decrease is primarily due to $5,093,428, of cash used in operating activities, $106,586 of cash used in investing activities and $1,486,747 of cash used in financing activities.

Cash flows for the three months ended March 31, 2022 and 2021

    For the three months ended March 31,   
    2022     2021  
    $     $  
Cash used in continuing operating activities   (4,589,164 )   (4,812,549 )
Cash used in discontinued operating activities   (504,264 )   (672,013 )
Cash used in operating activities   (5,093,428 )   (5,484,562 )
             
Cash used in continuing investing activities   (106,586 )   (500,000 )
Cash used in investing activities   (106,586 )   (500,000 )
             
Cash provided by (used in) financing activities   (1,486,747 )   38,298,471  
             
Net increase in cash during the period   (6,686,761 )   32,313,909  

Cash Flows Used in Operating Activities

Cash flows used in continuing operating activities for the three months ended March 31, 2022, were $4,589,164 compared to cash flows used in continuing operating activities of $4,812,549 for the three months ended March 31, 2021. Cash flows used in discontinued operating activities for the three months ended March 31, 2022, were $504,264 compared to cash flows used in discontinued operating activities of $672,013 for the three months ended March 31, 2022. The decrease in cash used in operating activities of $391,134 is primarily due to a decrease in cash used in discontinued operations and lower net loss for the three months ended March 31, 2022.

Cash Flows Used in Investing Activities

Cash flows used in investing activities for the three months March 31, 2022, were $106,586 compared to cash flows used in by investing activities of $500,000 for the three months ended March 31, 2022. The change is primarily due to a decrease in the additions of intangible assets, offset by the sale of investments during the three months ended March 31, 2022.

Cash Flows (Used in) Provided by Financing Activities

Cash flows used in financing activities for the three months ended March 31, 2022, were $1,486,747 compared to cash provided by financing activities of $38,298,471 for the three months ended March 31, 2021. During the three months ended March 31, 2021, the Company issued shares for net proceeds of $38,341,407 offset by the repayment of $28,260 for notes payable and repayment of $14,676 for lease obligations compared to, $1,474,909 spend on share repurchase and repayment of $11,838 for lease obligations made during the three months ended March 31, 2022.

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CONTRACTUAL OBLIGATIONS

We have no significant contractual arrangements other than those noted in our financial statements.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements other than those noted in our financial statements.

TRANSACTIONS WITH RELATED PARTIES

Key management personnel are those persons having the authority and responsibility for planning, directing and controlling activities of the entity, directly or indirectly.

Transactions with key management and directors comprised the following:

a. The Company paid expenses of $nil (2021 - $262,834) to a company owned by the former CEO for the three months ended March 31, 2022.

b. In fiscal 2022, the Company pays independent directors' compensation of C$60,000, with the chair of the audit committee receiving an additional C$20,000 and the chair of the compensation committee receiving an additional C$10,000. Directors' compensation for the three months ended March 31, 2022, was $55,260 (2021 - $541,545), which includes $nil (2021 - $466,545) recognized as share-based compensation for shares issued.

c. In February 2021, as compensation, the Company issued 1,349,764 shares with a fair value of $3,576,875 to Raza Bokhari, in his capacity as Board Chair and Chief Executive Officer, and to certain other directors. Of the 1,349,764 shares issued, 1,173,709, with a fair value of $3,110,330, were issued to Raza Bokhari and 176,055 shares, with a fair value of $466,545, were issued to other directors. In June 2021, 156,278 of the shares issued to directors in February 2021 were cancelled. On March 8, 2022, following litigation with respect to certain of the shares issued to Raza Bokhari in February 2021, the court issued a decision, permitting the part of the share grant to Raza Bokhari until the date of his termination (being 536,979 Class B shares) but cancelling the shares relating to services that were to be provided after the date of termination (being 504,888 Class B shares). The shares were cancelled on March 29, 2022.

Related Party   Number of Securities     Total Amount  
Dr. Raza Bokhari   1,173,709     3,110,330  
Robert Ciaruffoli   46,948     124,412  
Jim Datin   46,948     124,412  
Steve Buyer   46,948     124,412  
Gerry Goldberg   35,211     93,309  
    1,349,764   $ 3,576,875  

Key management personnel compensation during the three months ended March 31, 2022 and 2021 is comprised of:

    2022     2021  
    $     $  
Salaries, benefits, bonuses and consulting fees   321,846     515,876  
Share-based payments and bonuses   6,077     3,855,418  
Total   327,923     4,371,294  

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from deposits with banks and outstanding receivables. The Company believes that it trades only with recognized, creditworthy third parties. The Company does not currently have any material outstanding trade receivables with customers.

The Company does not hold any collateral as security but mitigates this risk by dealing only with what management believes to be financially sound counterparties and, accordingly, does not anticipate significant loss for non-performance.

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Liquidity risk

Liquidity risk is the risk the Company will not be able to meet its financial obligations as they come due. The Company's exposure to liquidity risk is dependent on the Company's ability to raise additional financing to meet its commitments and sustain operations. The Company mitigates liquidity risk by management of working capital, cash flows, the issuance of share capital and if desired, the issuance of debt. The Company's trade and other payable and notes payables are all due within twelve months from the date of these financial statements.

If unanticipated events occur that impact the Company's ability to carry out the planned clinical trials, the Company may need to take additional measures to increase its liquidity and capital resources, including issuing debt or additional equity financing or strategically altering the business forecast and plan. In this case, there is no guarantee that the Company will obtain satisfactory financing terms or adequate financing. Failure to obtain adequate financing on satisfactory terms could have a material adverse effect on the Company's results of operations or financial condition.

Market risk

Market risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and other price risk.

• Foreign currency risk

Foreign currency risk arises on financial instruments that are denominated in a currency other than the functional currency in which they are measured. The Company's primary exposure with respect to foreign currencies is from Canadian dollar denominated cash and trade and other payables. A 10% change in the foreign exchange rates would not result in any significant impact to the financial statements.

• Interest rate risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as at March 31, 2022, as there are no material long-term borrowings outstanding.

• Other price risk

Other price risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. The Company is not exposed to other price risk as at March 31, 2022.

Fair values

The carrying values of cash, other receivables, trade and other payables and notes payable approximate fair values due to the short-term nature of these items or they are being carried at fair value or, for notes payable, interest payable is close to the current market rates. The risk of material change in fair value is not considered to be significant. The Company does not use derivative financial instruments to manage this risk.

Financial instruments recorded at fair value on the consolidated statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The Company categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Company's valuation techniques. A level is assigned to each fair value measurement based on the lowest-level input significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined as follows:

• Level 1 - Unadjusted quoted prices as at the measurement date for identical assets or liabilities in active markets.

• Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

• Level 3 - Significant unobservable inputs that are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

Private company investments measured at fair value are classified as Level 3 financial instruments. The valuation method and significant assumptions used to determine the fair value of private company investments have been disclosed in the Investments note. During the year, there were no transfers of amounts between levels.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Refer to Note 2 and Note 3 of the audited consolidated financial statements for the fiscal year ended December 31, 2021, for a full discussion of our critical accounting policies and estimates.

OUTSTANDING SHARE DATA

The Company is authorized to issue an unlimited number of Class A multiple voting shares ("Class A shares") and an unlimited number of Class B subordinate voting shares ("Class B shares"), all without par value. All shares are ranked equally with regards to the Company's residual assets.

The holders of Class A shares are entitled to 276,660 votes per Class A share held. Class A shares are held by certain Directors of the Company.

The Company's outstanding capital was as follows as at the date of this MD&A:

Class A shares

72

Class B shares

38,504,738

Share options

392,317

Warrants

6,956,795

RSUs

2,820,104

SUBSEQUENT EVENTS

On April 4, 2022, the Company cancellated 2,820,104 share options held by officers of the Company and replaced them with Restricted Share Units ("RSUs"). Each RSU issued is fully vested on the date of grant and expires 36 months from the date of grant.

Subsequent to March 31, 2022, the Company issued 13,393 Class B shares for services.

On May 6, 2022, the Company closed the sale of the Facility and the Facility Property for total consideration of CAD$16,400,000.

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

A.        Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our CEO and CFO, our management has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2022, the end of the period covered by this report. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2022.

The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

B.        Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is the process designed by and under the supervision of our CEO and CFO to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America. Management has evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

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Under the supervision and with the participation of our CEO and CFO, our management has assessed the effectiveness of our internal control over financial reporting as of March 31, 2022 and concluded that it was effective.

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 EX-99.3 4 exhibit99-3.htm EXHIBIT 99.3 FSD Pharma Inc.: Exhibit 99.3 - Filed by newsfilecorp.com

FORM 52-109F2

Certification of Interim Filings
Full Certificate

I, Anthony Durkacz, Chief Executive Officer of FSD Pharma Inc. (the "Issuer"), certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of FSD Pharma Inc. (the "issuer") for the interim period ended March 31, 2022.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (COSO Framework 2013) published by The Committee of Sponsoring Organization of the Treadway Commission (COSO).

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2022 and ended on March 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 13, 2022.

signed "Anthony Durkacz"    
Anthony Durkacz
Chief Executive Officer
    

EX-99.4 5 exhibit99-4.htm EXHIBIT 99.4 FSD Pharma Inc.: Exhibit 99.4 - Filed by newsfilecorp.com

FORM 52-109F2

Certification of Interim Filings
Full Certificate

I, Nathan Coyle, Chief Financial Officer of FSD Pharma Inc. (the "Issuer"), certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of FSD Pharma Inc. (the "issuer") for the interim period ended March 31, 2022.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (COSO Framework 2013) published by The Committee of Sponsoring Organization of the Treadway Commission (COSO).

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2022 and ended on March 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 13, 2022.

signed "Nathan Coyle"    
Nathan Coyle
Chief Financial Officer