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tm233056-1_6k - none - 2.7031369s
​
​
​
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 February 2023
Commission File Number 001-40635
​
Reunion Neuroscience Inc.
(Exact name of Registrant as specified in its charter)​
​
N/A
(Translation of Registrant’s name)​
30 Duncan Street, Lower North Suite
Toronto, Ontario
M5V 2C3
1-833-833-1967
(Address and telephone number of registrant’s 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 ☒
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): ☐
​
​
​
 
This report on Form 6-K is hereby incorporated by reference into (i) the Registration Statement on Form F-10 (File No. 333-261515) of Reunion Neuroscience Inc. (the “Company”), (ii) the Registration Statement on Form S-8 (File No. 333-268481) and (iii) the Registration Statement on Form S-8 (File No. 333-260071) of the Company, and in each instance the related prospectus, as such registration statements and prospectuses may be amended or supplemented from time to time, and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
DOCUMENTS INCLUDED AS PART OF THIS REPORT
Exhibit
​
99.1
​ ​ ​
99.2
​ ​ ​
99.3
​ ​ ​
​
 
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.
​ ​ ​ ​ Reunion Neuroscience Inc. ​
​ Date: February 14, 2023 ​ ​ By: ​ ​
/s/ Edward Smith
​
 ​
​ ​ ​ ​ ​ ​ ​ Name: ​ ​ Edward Smith ​
​ ​ ​ ​ ​ ​ ​
Title:
​ ​
Chief Financial Officer
​
tm233056-1_6k_DIV_100-exh99_1 - none - 11.1250618s
​
 
 Exhibit 99.1​
[MISSING IMAGE: lg_reunionneuroscience-4c.jpg]
REUNION NEUROSCIENCE INC.
(FORMERLY FIELD TRIP HEALTH LTD.)
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED
DECEMBER 31, 2022 AND 2021
1
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
​ ​ ​ ​ ​ ​ ​ ​ ​
As at
December 31, 2022
​ ​
As at
March 31, 2022
​
(Expressed in Canadian Dollars)
​ ​
Notes
​ ​
$
​ ​
$
​
ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
CURRENT ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Cash and cash equivalents
​ ​ ​ ​ ​ ​ ​ ​ ​
​
31,870,745
 ​ ​ ​ ​
​
63,720,102
 ​ ​
Restricted cash
​ ​ ​
​
5
 ​ ​ ​ ​
​
515,258
 ​ ​ ​ ​
​
776,551
 ​ ​
Due from associate
​ ​ ​
​
21
 ​ ​ ​ ​
​
255,158
 ​ ​ ​ ​
​
—
 ​ ​
Accounts receivable
​ ​ ​
​
6
 ​ ​ ​ ​
​
1,624,764
 ​ ​ ​ ​
​
1,228,745
 ​ ​
Other assets
​ ​ ​
​
7
 ​ ​ ​ ​
​
2,283,194
 ​ ​ ​ ​
​
3,451,901
 ​ ​
TOTAL CURRENT ASSETS
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 36,549,119 ​ ​ ​ ​ ​ 69,177,299 ​ ​
NON-CURRENT ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Property, plant and equipment
​ ​ ​
​
8
 ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
4,462,175
 ​ ​
Intangible assets
​ ​ ​
​
10
 ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
483,354
 ​ ​
Right-of-use assets
​ ​ ​
​
11
 ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
27,285,334
 ​ ​
Other non-current assets
​ ​ ​
​
7
 ​ ​ ​ ​
​
55,275
 ​ ​ ​ ​
​
728,207
 ​ ​
TOTAL NON-CURRENT ASSETS
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 55,275 ​ ​ ​ ​ ​ 32,959,070 ​ ​
TOTAL ASSETS
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 36,604,394 ​ ​ ​ ​ ​ 102,136,369 ​ ​
LIABILITIES AND EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
CURRENT ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Accounts payable and accrued liabilities
​ ​ ​
​
12
 ​ ​ ​ ​
​
4,423,598
 ​ ​ ​ ​
​
5,846,672
 ​ ​
Financial guarantees
​ ​ ​
​
22
 ​ ​ ​ ​
​
5,465,707
 ​ ​ ​ ​
​
—
 ​ ​
Deferred revenue
​ ​ ​ ​ ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
278,717
 ​ ​
Current portion of lease obligations
​ ​ ​
​
11
 ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
2,306,823
 ​ ​
TOTAL CURRENT LIABILITIES
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 9,889,305 ​ ​ ​ ​ ​ 8,432,212 ​ ​
NON-CURRENT ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Loan payable
​ ​ ​ ​ ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
31,163
 ​ ​
Lease obligations
​ ​ ​
​
11
 ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
26,714,233
 ​ ​
TOTAL NON-CURRENT LIABILITIES
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 26,745,396 ​ ​
TOTAL LIABILITIES
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 9,889,305 ​ ​ ​ ​ ​ 35,177,608 ​ ​
EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Share capital
​ ​ ​
​
13
 ​ ​ ​ ​
​
107,171,410
 ​ ​ ​ ​
​
132,111,283
 ​ ​
Warrant reserve
​ ​ ​
​
14
 ​ ​ ​ ​
​
3,245,939
 ​ ​ ​ ​
​
6,196,906
 ​ ​
Share-based payment reserve
​ ​ ​
​
15
 ​ ​ ​ ​
​
4,530,554
 ​ ​ ​ ​
​
8,409,758
 ​ ​
Accumulated other comprehensive income
​ ​ ​ ​ ​ ​ ​ ​ ​
​
3,927
 ​ ​ ​ ​
​
683,647
 ​ ​
Deficit
​ ​ ​ ​ ​ ​ ​ ​ ​
​
(88,236,741)
 ​ ​ ​ ​
​
(80,442,833)
 ​ ​
TOTAL EQUITY
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 26,715,089 ​ ​ ​ ​ ​ 66,958,761 ​ ​
TOTAL LIABILITIES AND EQUITY
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 36,604,394 ​ ​ ​ ​ ​ 102,136,369 ​ ​
The accompanying notes are an integral part of these Unaudited Interim Consolidated Financial Statements.
Approved on behalf of the Board of Directors:
​ /s/ Greg Mayes ​ ​ ​ ​ ​ /s/ Helen Boudreau ​
​
​
Director
​ ​ ​ ​ ​
​
Director
​
2
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
​ ​ ​ ​ ​ ​ ​ ​ ​
Three Months
Ended
December 31,
2022
​ ​
Three Months
Ended
December 31,
2021
​ ​
Nine Months
Ended
December 31,
2022
​ ​
Nine Months
Ended
December 31,
2021
​
(Expressed in Canadian Dollars)
​ ​
Notes
​ ​
$
​ ​
$
​ ​
$
​ ​
$
​
OPERATING EXPENSES ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
General and administration
​ ​ ​
​
17
 ​ ​ ​ ​
​
3,132,439
 ​ ​ ​ ​
​
4,612,937
 ​ ​ ​ ​
​
9,004,853
 ​ ​ ​ ​
​
7,878,149
 ​ ​
Research and development
​ ​ ​
​
18
 ​ ​ ​ ​
​
3,440,697
 ​ ​ ​ ​
​
1,102,175
 ​ ​ ​ ​
​
8,573,180
 ​ ​ ​ ​
​
4,656,376
 ​ ​
Total operating expenses
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6,573,136 ​ ​ ​ ​ ​ 5,715,112 ​ ​ ​ ​ ​ 17,578,033 ​ ​ ​ ​ ​ 12,534,525 ​ ​
OTHER INCOME (EXPENSES) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Interest income
​ ​ ​ ​ ​ ​ ​ ​ ​
​
232,842
 ​ ​ ​ ​
​
91,115
 ​ ​ ​ ​
​
415,047
 ​ ​ ​ ​
​
320,593
 ​ ​
Foreign exchange gain (loss)
​ ​ ​ ​ ​ ​ ​ ​ ​
​
(390,397)
 ​ ​ ​ ​
​
(266,690)
 ​ ​ ​ ​
​
846,681
 ​ ​ ​ ​
​
401,540
 ​ ​
Impairment of investment in associate
​ ​ ​
​
9
 ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
(8,336,404)
 ​ ​ ​ ​
​
—
 ​ ​
Share of loss of associate
​ ​ ​
​
9
 ​ ​ ​ ​
​
(2,193,327)
 ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
(3,426,629)
 ​ ​ ​ ​
​
—
 ​ ​
Amortization, derecognition and remeasurement of financial
guarantees
​ ​ ​
​
22
 ​ ​ ​ ​
​
(3,530,656)
 ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
(3,530,656)
 ​ ​ ​ ​
​
—
 ​ ​
Net loss from continuing
operations
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (12,454,674) ​ ​ ​ ​ ​ (5,890,687) ​ ​ ​ ​ ​ (31,609,994) ​ ​ ​ ​ ​ (11,812,392) ​ ​
Net loss from discontinued Clinic Operations
​ ​ ​
​
4
 ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
(9,080,483)
 ​ ​ ​ ​
​
(10,390,695)
 ​ ​ ​ ​
​
(28,708,453)
 ​ ​
NET LOSS
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (12,454,674) ​ ​ ​ ​ ​ (14,971,170) ​ ​ ​ ​ ​ (42,000,689) ​ ​ ​ ​ ​ (40,520,845) ​ ​
Other comprehensive income (loss) from continuing operations
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Exchange gain (loss) from translation of
foreign subsidiaries
​ ​ ​ ​ ​ ​ ​ ​ ​
​
5,322
 ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
(16,555)
 ​ ​ ​ ​
​
—
 ​ ​
Share of exchange gain in associate
​ ​ ​ ​ ​ ​ ​ ​ ​
​
7,570
 ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
20,482
 ​ ​ ​ ​
​
—
 ​ ​
Other comprehensive income (loss) from discontinued Clinic Operations
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Exchange gain (loss) from translation of
foreign subsidiaries
​ ​ ​ ​ ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
118,092
 ​ ​ ​ ​
​
(1,507,515)
 ​ ​ ​ ​
​
(230,240)
 ​ ​
COMPREHENSIVE LOSS
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (12,441,782) ​ ​ ​ ​ ​ (14,853,078) ​ ​ ​ ​ ​ (43,504,277) ​ ​ ​ ​ ​ (40,751,085) ​ ​
NET LOSS PER SHARE ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Basic and diluted
​ ​ ​
​
16
 ​ ​ ​ ​
​
(1.07)
 ​ ​ ​ ​
​
(1.30)
 ​ ​ ​ ​
​
(3.61)
 ​ ​ ​ ​
​
(3.51)
 ​ ​
NET LOSS PER SHARE FROM CONTINUING OPERATIONS
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Basic and diluted
​ ​ ​
​
16
 ​ ​ ​ ​
​
(1.07)
 ​ ​ ​ ​
​
(0.51)
 ​ ​ ​ ​
​
(2.72)
 ​ ​ ​ ​
​
(1.02)
 ​ ​
The accompanying notes are an integral part of these Unaudited Interim Consolidated Financial Statements.
3
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
​ ​ ​ ​ ​ ​ ​ ​ ​
Share Capital
​ ​
Warrant
Reserve
​ ​
Share-
Based
Payment
Reserve
​ ​
Accumulated
Other
Comprehensive
Income
​ ​
Deficit
​ ​
Total
Shareholders’
Equity
​
(Expressed in Canadian Dollars)
​ ​
Notes
​ ​
# Shares
​ ​
$
​ ​
$
​ ​
$
​ ​
$
​ ​
$
​ ​
$
​
Balance, April 1, 2022
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 58,150,789 ​ ​ ​ ​ ​ 132,111,283 ​ ​ ​ ​ ​ 6,196,906 ​ ​ ​ ​ ​ 8,409,758 ​ ​ ​ ​ ​ 683,647 ​ ​ ​ ​ ​ (80,442,833) ​ ​ ​ ​ ​ 66,958,761 ​ ​
Net loss
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (42,000,689) ​ ​ ​ ​
​
(42,000,689)
 ​ ​
Foreign exchange loss from translation of foreign subsidiaries and associate
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (1,503,588) ​ ​ ​ ​ ​ — ​ ​ ​ ​
​
(1,503,588)
 ​ ​
Comprehensive loss
​ ​ ​ ​ ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​ (1,503,588) ​ ​ ​ ​ ​ (42,000,689) ​ ​ ​ ​
​
(43,504,277)
 ​ ​
Share issuance before the Arrangement
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 37,500 ​ ​ ​ ​ ​ 56,250 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​
​
56,250
 ​ ​
Stock options exercised before the Arrangement
​ ​ ​
​
15
 ​ ​ ​ ​ ​ 26,479 ​ ​ ​ ​ ​ 19,483 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (6,244) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​
​
13,239
 ​ ​
Warrants expired
​ ​ ​
​
14
 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (2,772,748) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 2,772,748 ​ ​ ​ ​
​
—
 ​ ​
Common shares cancelled on execution of the Arrangement
​ ​ ​
​
13
 ​ ​ ​ ​ ​ (58,214,768) ​ ​ ​ ​ ​ (132,187,016) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​
​
(132,187,016)
 ​ ​
New common shares issued on execution of
the Arrangement
​ ​ ​
​
13
 ​ ​ ​ ​ ​ 11,642,953 ​ ​ ​ ​ ​ 132,187,016 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​
​
132,187,016
 ​ ​
Fractional common shares cancelled on execution of the Arrangement
​ ​ ​
​
13
 ​ ​ ​ ​ ​ (30) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Modification of common shares on execution of the Arrangement
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (25,027,506) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 25,027,506 ​ ​ ​ ​ ​ — ​ ​
Transfer of reserves and Accumulated Other Comprehensive Income to Field Trip Health & Wellness
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (5,720,641) ​ ​ ​ ​ ​ 823,868 ​ ​ ​ ​ ​ 4,896,773 ​ ​ ​ ​
​
—
 ​ ​
Net liabilities transferred to Field Trip Health & Wellness
​ ​ ​
​
4
 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,331,535 ​ ​ ​ ​
​
1,331,535
 ​ ​
Share-based payments
​ ​ ​
​
15
 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,851,386 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​
​
1,851,386
 ​ ​
Stock options exercised after the Arrangement
​ ​ ​
​
15
 ​ ​ ​ ​ ​ 2,229 ​ ​ ​ ​ ​ 11,900 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (3,705) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​
​
8,195
 ​ ​
Warrants expired after the Arrangement
​ ​ ​
​
14
 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (178,219) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 178,219 ​ ​ ​ ​
​
—
 ​ ​
Balance, December 31, 2022
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 11,645,152 ​ ​ ​ ​ ​ 107,171,410 ​ ​ ​ ​ ​ 3,245,939 ​ ​ ​ ​ ​ 4,530,554 ​ ​ ​ ​ ​ 3,927 ​ ​ ​ ​ ​ (88,236,741) ​ ​ ​ ​ ​ 26,715,089 ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​
Share Capital
​ ​
Warrant
Reserve
​ ​
Share-
Based
Payment
Reserve
​ ​
Accumulated
Other
Comprehensive
Income
​ ​
Deficit
​ ​
Total
Shareholders’
Equity
​
​ ​ ​ ​ ​ ​ ​ ​ ​
# Shares
​ ​
$
​ ​
$
​ ​
$
​ ​
$
​ ​
$
​ ​
$
​
Balance, April 1, 2021
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 57,297,238 ​ ​ ​ ​ ​ 130,784,175 ​ ​ ​ ​ ​ 6,370,660 ​ ​ ​ ​ ​ 1,832,224 ​ ​ ​ ​ ​ 327,302 ​ ​ ​ ​ ​ (25,751,703) ​ ​ ​ ​ ​ 113,562,658 ​ ​
Net loss
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (40,520,845) ​ ​ ​ ​ ​ (40,520,845) ​ ​
Exchange loss from translation of foreign subsidiaries
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (230,240) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (230,240) ​ ​
Comprehensive loss
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (230,240) ​ ​ ​ ​ ​ (40,520,845 ​ ​ ​ ​ ​ (40,751,085) ​ ​
Share issuance
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 225,000 ​ ​ ​ ​ ​ 337,500 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 337,500 ​ ​
Share issuance costs
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (78,801) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (78,801) ​ ​
Share-based payments
​ ​ ​
​
15
 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 5,181,070 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 5,181,070 ​ ​
Warrants exercised
​ ​ ​
​
14
 ​ ​ ​ ​ ​ 168,885 ​ ​ ​ ​ ​ 511,525 ​ ​ ​ ​ ​ (173,755) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 337,770 ​ ​
Stock options exercised
​ ​ ​
​
15
 ​ ​ ​ ​ ​ 310,391 ​ ​ ​ ​ ​ 393,677 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (156,238) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 237,439 ​ ​
Balance, December 31, 2021
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 58,001,514 ​ ​ ​ ​ ​ 131,948,076 ​ ​ ​ ​ ​ 6,196,905 ​ ​ ​ ​ ​ 6,857,056 ​ ​ ​ ​ ​ 97,062 ​ ​ ​ ​ ​ (66,272,548) ​ ​ ​ ​ ​ 78,826,551 ​ ​
The accompanying notes are an integral part of these Unaudited Interim Consolidated Financial Statements.
4
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
​ ​ ​ ​ ​ ​ ​ ​ ​
For the
Nine Months
Ended
December 31,
2022
​ ​
For the
Nine Months
Ended
December,
2021
​
(Expressed in Canadian dollars)
​ ​
Notes
​ ​
$
​ ​
$
​
OPERATING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net loss before tax from continuing operations
​ ​ ​ ​ ​ ​ ​ ​ ​
​
(31,609,994)
 ​ ​ ​ ​
​
(11,812,392)
 ​ ​
Net loss before tax from discontinued Clinic Operations
​ ​ ​
​
4
 ​ ​ ​ ​
​
(10,390,695)
 ​ ​ ​ ​
​
(28,708,453)
 ​ ​
Net loss before tax
​ ​ ​ ​ ​ ​ ​ ​ ​
​
(42,000,689)
 ​ ​ ​ ​
​
(40,520,845)
 ​ ​
Items not involving cash: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Depreciation and amortization
​ ​ ​ ​ ​ ​ ​ ​ ​
​
1,204,670
 ​ ​ ​ ​
​
2,478,213
 ​ ​
Share-based payments
​ ​ ​
​
15
 ​ ​ ​ ​
​
1,910,308
 ​ ​ ​ ​
​
5,518,570
 ​ ​
Unrealized foreign exchange gain
​ ​ ​ ​ ​ ​ ​ ​ ​
​
(1,447,419)
 ​ ​ ​ ​
​
(390,788)
 ​ ​
Government assistance
​ ​ ​ ​ ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
(12,103)
 ​ ​
Impairment of investment in associate
​ ​ ​
​
9
 ​ ​ ​ ​
​
8,336,404
 ​ ​ ​ ​
​
—
 ​ ​
Share of loss of associate
​ ​ ​
​
9
 ​ ​ ​ ​
​
3,426,629
 ​ ​ ​ ​
​
—
 ​ ​
Amortization, derecognition and remeasurement of financial
guarantees
​ ​ ​
​
22
 ​ ​ ​ ​
​
3,530,656
 ​ ​ ​ ​
​
—
 ​ ​
Impairment of fixed assets
​ ​ ​
​
8
 ​ ​ ​ ​
​
997,524
 ​ ​ ​ ​
​
—
 ​ ​
Gain on proceeds from short term investments
​ ​ ​ ​ ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
(57,594)
 ​ ​
Interest income
​ ​ ​ ​ ​ ​ ​ ​ ​
​
(426,075)
 ​ ​ ​ ​
​
(283,961)
 ​ ​
Interest expense
​ ​ ​ ​ ​ ​ ​ ​ ​
​
585,492
 ​ ​ ​ ​
​
724,053
 ​ ​
Net change in non-cash working capital
​ ​ ​
​
19
 ​ ​ ​ ​
​
608,520
 ​ ​ ​ ​
​
(1,361,100)
 ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (23,273,980) ​ ​ ​ ​ ​ (33,905,555) ​ ​
Interest received
​ ​ ​ ​ ​ ​ ​ ​ ​
​
362,078
 ​ ​ ​ ​
​
55,741
 ​ ​
Interest paid
​ ​ ​ ​ ​ ​ ​ ​ ​
​
(583,849)
 ​ ​ ​ ​
​
(720,602)
 ​ ​
CASH USED IN OPERATING ACTIVITIES
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (23,495,751) ​ ​ ​ ​ ​ (34,570,416) ​ ​
INVESTING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Purchase of short-term investments
​ ​ ​ ​ ​ ​ ​ ​ ​
​
(7,789,921)
 ​ ​ ​ ​ ​ ​ ​ ​
Proceeds from maturing short-term investments
​ ​ ​ ​ ​ ​ ​ ​ ​
​
7,789,921
 ​ ​ ​ ​
​
16,994,164
 ​ ​
Investment in associate
​ ​ ​
​
9
 ​ ​ ​ ​
​
(9,807,500)
 ​ ​ ​ ​
​
—
 ​ ​
Advances made to associate
​ ​ ​
​
4
 ​ ​ ​ ​
​
(490,726)
 ​ ​ ​ ​
​
—
 ​ ​
Advances repaid by associate
​ ​ ​
​
4, 21
 ​ ​ ​ ​
​
3,300,373
 ​ ​ ​ ​
​
—
 ​ ​
Acquisition of property, plant and equipment
​ ​ ​ ​ ​ ​ ​ ​ ​
​
(231,841)
 ​ ​ ​ ​
​
(2,399,276)
 ​ ​
Development of intangible assets
​ ​ ​ ​ ​ ​ ​ ​ ​
​
(14,264)
 ​ ​ ​ ​
​
(217,091)
 ​ ​
Refundable security deposit paid for right-of-use assets
​ ​ ​ ​ ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
(422,353)
 ​ ​
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (7,243,958) ​ ​ ​ ​ ​ 13,955,444 ​ ​
FINANCING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Proceeds from exercise of stock options
​ ​ ​
​
13
 ​ ​ ​ ​
​
17,830
 ​ ​ ​ ​
​
237,439
 ​ ​
Proceeds from exercise of warrants
​ ​ ​ ​ ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
337,770
 ​ ​
Repayment of principal of lease obligations
​ ​ ​ ​ ​ ​ ​ ​ ​
​
(896,420)
 ​ ​ ​ ​
​
(657,407)
 ​ ​
Loan received
​ ​ ​ ​ ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
20,000
 ​ ​
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (878,590) ​ ​ ​ ​ ​ 62,198 ​ ​
Net change in cash during the year
​ ​ ​ ​ ​ ​ ​ ​ ​
​
(31,618,299)
 ​ ​ ​ ​
​
(20,677,170)
 ​ ​
Effect of exchange rate on changes in cash
​ ​ ​ ​ ​ ​ ​ ​ ​
​
(492,351)
 ​ ​ ​ ​
​
(176,742)
 ​ ​
Cash, beginning of the period
​ ​ ​ ​ ​ ​ ​ ​ ​
​
64,496,653
 ​ ​ ​ ​
​
39,852,614
 ​ ​
CASH, END OF PERIOD
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32,386,003 ​ ​ ​ ​ ​ 18,988,702 ​ ​
Represented by: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Cash and cash equivalents
​ ​ ​ ​ ​ ​ ​ ​ ​
​
31,870,745
 ​ ​ ​ ​
​
18,353,844
 ​ ​
Restricted cash
​ ​ ​ ​ ​ ​ ​ ​ ​
​
515,258
 ​ ​ ​ ​
​
644,858
 ​ ​
CASH, END OF PERIOD
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32,386,003 ​ ​ ​ ​ ​ 18,998,702 ​ ​
Composed of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Cash
​ ​ ​ ​ ​ ​ ​ ​ ​
​
3,857,301
 ​ ​ ​ ​
​
10,742,482
 ​ ​
Cash equivalents
​ ​ ​ ​ ​ ​ ​ ​ ​
​
28,528,702
 ​ ​ ​ ​
​
8,256,220
 ​ ​
The accompanying notes are an integral part of these Unaudited Interim Consolidated Financial Statements.
5
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
Notes to the Unaudited Interim Consolidated Financial Statements
For the Three and Nine Months Ended December 31, 2022 and 2021
1.   NATURE OF OPERATIONS
Reunion Neuroscience Inc. (“Reunion” or the “Company”) is a clinical-stage biopharmaceutical company with a mission to develop innovative next generation therapeutic solutions for underserved mental health conditions.
The Company’s lead asset, RE104, is a patented, clinical-stage serotonergic psychedelic therapeutic designed as a single-dose, fast-acting and durable antidepressant. RE104 is currently in a Phase 1 clinical study and the Company plans to evaluate RE104 as a treatment for patients who suffer from postpartum depression and other mental health conditions.
Reunion is also developing the RE200 series, which are molecules designed to be structurally similar to classical psychedelics with selective potency at the target serotonin 2A receptor (5HT2A) and designed to be devoid of 5HT2B receptor agonism. Since 5HT2B activation acts detrimentally on the cardiovascular system, the RE200 series are intended to be used in chronic treatments, in broader patient populations and in a wider set of indications.
Reorganization and Spinout of Clinic Operations
On August 11, 2022, Reunion completed its previously announced reorganization which resulted in the separation of its drug development and clinical divisions into two independent companies (the “Spinout Transaction”). The reorganization was completed by way of a Plan of Arrangement (the “Arrangement”). Upon closing, Reunion transferred the entirety of its clinics in Canada, United States and the Netherlands, its natural products research in Jamaica, the associated digital assets and part of its corporate operations in Canada and United States (collectively, the “Clinic Operations”) to Field Trip Health & Wellness Ltd. (“Field Trip H&W”). Pursuant to the terms of the Arrangement, each Field Trip share was exchanged for one common share of Reunion and approximately 0.86 common shares of Field Trip H&W. Reunion Shares were consolidated on a 5:1 basis.
Field Trip Health Ltd. was renamed Reunion Neuroscience Inc. and remains listed on the NASDAQ Stock Market and Toronto Stock Exchange under the ticker symbol “REUN”, concurrent with the listing of Field Trip H&W (see below). Reunion continues to focus on the research and development of novel psychedelic molecules such as RE104 and RE200 series of drug development candidates.
Field Trip H&W operates as a separate company with a separate management team and Board of Directors focused on the Clinic Operations.
Concurrent with closing of the Arrangement, Field Trip H&W completed a series of private placement financings for gross proceeds of approximately $20 million and listed on the Toronto Stock Exchange Venture under the ticker symbol “FTHW”. In connection with the Arrangement, Reunion subscribed for 19,615,000 FTHW shares at $0.50 per share and holds a 21.84% interest in Field Trip H&W on a non-diluted basis (see Note 9 for details).
The following diagram describes the subsidiaries of Reunion prior to the Spinout Transaction, and as of the date hereof, including their place of incorporation and continuance or formation. All subsidiaries are wholly-owned.
6
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
Notes to the Unaudited Interim Consolidated Financial Statements
For the Three and Nine Months Ended December 31, 2022 and 2021
Pre-Spinout Transaction
[MISSING IMAGE: fc_prespint-bw.jpg]
As of the date hereof
[MISSING IMAGE: fc_postspint-bw.jpg]
On September 30, 2022, Field Trip Discovery USA Inc. was renamed to Reunion Neuroscience USA Inc.
On October 4, 2022, Field Trip Psychedelics Inc. (“FTP”) was amalgamated with Field Trip Discovery Inc. following which the amalgamated entity was renamed Reunion Neuroscience Canada Inc.
2.   BASIS OF PREPARATION
Statement of Compliance
These unaudited interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”) and interpreted by the IFRS Interpretations Committee. Accordingly, certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with IFRS, as issued by the IASB, have been omitted or condensed.
These unaudited interim consolidated financial statements should be read in conjunction with the most recent audited annual consolidated financial statements of the Company, including the notes thereto, for the fiscal years ended March 31, 2022 and 2021.
These unaudited interim consolidated financial statements were approved for issue by the Board of Directors on February 10, 2023.
7
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
Notes to the Unaudited Interim Consolidated Financial Statements
For the Three and Nine Months Ended December 31, 2022 and 2021
Basis of Presentation
These unaudited interim consolidated financial statements have been prepared on a going concern basis, under the historical cost convention, as detailed in the Company’s accounting policies in the most recent audited annual consolidated financial statements.
Spinout of Clinic Operations
The Company accounted for the Clinic Operations as discontinued operations rather than continuing operations since the Spinout Transaction was successfully completed on August 11, 2022.
Therefore, the Clinic Operations’ assets and liabilities were classified and presented separately as items held for transfer in the unaudited interim consolidated statements of financial position and are measured at their carrying amount. Clinic Operations are excluded from the results of continuing operations and are presented as a single amount under Net loss before and after tax from discontinued Clinic Operations in the unaudited interim consolidated statements of loss and comprehensive loss. Property, plant and equipment, intangible assets and right-of-use assets are not depreciated or amortized once classified as held for sale. Additional disclosures are provided in Note 4. All other notes to the unaudited interim consolidated financial statements include amounts from continuing operations.
3.
SIGNIFICANT ACCOUNTING POLICIES
​
The accounting policies and the methods of computation, as well as the use of estimates and judgments described in the Company’s audited annual consolidated financial statements have been applied consistently to all periods presented in these unaudited interim consolidated financial statements. The accounting policies have been applied consistently by all subsidiaries.
In addition to those disclosed in the annual consolidated financial statements, the following represents additional accounting policies applicable to these unaudited interim consolidated financial statements.
Investment in associate
An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not having control over those policies.
The considerations made in determining significant influence or control are similar to those necessary to determine control over subsidiaries. The Company’s investment in its associate, Field Trip H&W, is accounted for using the equity method.
Under the equity method, the investment in an associate is initially recognized at cost. The carrying amount of the investment is adjusted to recognize changes in the Company’s share of net assets of the associate since the acquisition date. Goodwill relating to the associate is included in the carrying amount of the investment and is not tested for impairment separately.
The unaudited interim consolidated statements of loss and comprehensive loss reflects the Company’s share of the results of operations of the associate. Any change in Other Comprehensive Income (“OCI”) of the investee is presented as part of the Company’s OCI. In addition, when there has been a change recognized directly in the equity of the associate, the Company recognizes its share of any changes, when applicable, in the unaudited interim consolidated statements of changes in equity. Unrealized gains and losses resulting from transactions between the Company and the associate are eliminated to the extent of the interest in the associate.
The aggregate of the Company’s share of profit or loss of an associate is shown on the face of the unaudited interim consolidated statements of loss and comprehensive loss outside operating profit and represents profit or loss after tax and non-controlling interests in the associate.
8
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
Notes to the Unaudited Interim Consolidated Financial Statements
For the Three and Nine Months Ended December 31, 2022 and 2021
The unaudited interim consolidated financial statements of the associate are prepared for the same reporting period as the Company.
Impairment in associate
After application of the equity method, the Company determines whether it is necessary to recognize an impairment loss on its investment in associate. At each reporting date, the Company determines whether there is objective evidence that the investment in the associate is impaired. If there is such evidence, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, and then recognizes the loss within Share of loss of associate in the unaudited interim consolidated statements of loss and comprehensive loss.
The entire carrying amount of the investment is tested for impairment as a single asset, by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. In determining the value in use of the net investment, the Company estimates its share of the present value of the estimated future cash flows expected to be generated by the associate, including the cash flows from the operations of the associate and the proceeds from the ultimate disposal of the investment.
Financial guarantees of associate lease obligations
Financial guarantees of associate lease obligations are initially measured at fair value calculated as the difference in present values of cash flows assuming an unguaranteed rate and the related probability of payment by the Company. Financial guarantees of associate lease obligations are recognized initially in the carrying value of the associate with the corresponding liability set up.
The financial guarantees are then amortized over the remaining period of the leases and recorded in other income or loss. Subsequently, these financial guarantees are remeasured at the higher of the loss allowance determined as expected credit loss under IFRS 9 and the amount initially recognized less the cumulative income or loss. The difference (as applicable) is recorded in net loss.
The Company has measured expected credit losses on a collective basis as the Company is unable to allocate the carrying amount of individual financial assets or the exposure to credit risk on financial guarantee contracts to the credit risk rating grades for which lifetime expected credit losses are recognized.
Share-based Payments
Reunion Replacement Options
Following the Arrangement, each original Field Trip Health Ltd. Option was exchanged for one (1) Reunion Replacement Option and 0.85983356 of a Field Trip H&W Option, with each Reunion Replacement Option and each whole Field Trip H&W Option (i) entitling the holder thereof to acquire one (1) Reunion Share and one (1) Field Trip H&W Share, respectively, and (ii) having an exercise price (rounded up to the nearest cent) determined in accordance with the Arrangement. Immediately upon closing of the Arrangement, the Company consolidated its Reunion Shares on a 5:1 basis, resulting in a similar consolidation of Reunion Replacement Options.
The Reunion Replacement Options were accounted for as a modification of the Field Trip Health Ltd. Options. The Company recognized the effects of the modifications that increased the total fair value of the share-based payment arrangement or were otherwise beneficial to the participant. The incremental fair value granted is the difference between the fair value of the Reunion Replacement Options and the fair value of the cancelled equity instruments, immediately before and after the Spinout Transaction closing date. This incremental amount will be recognized as an expense over the remainder of the vesting period.
As the original Field Trip Health Ltd. Option was exchanged for two separate options, the fair value of the Field Trip Health Ltd. Option on the grant date and the incremental gain of the Reunion Replacement
9
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
Notes to the Unaudited Interim Consolidated Financial Statements
For the Three and Nine Months Ended December 31, 2022 and 2021
Option and Field Trip H&W Option have been allocated to each separate option based on the proportion of each separate option’s corresponding fair value on the date of the Arrangement over their combined total fair value on the date of the Arrangement.
Stock Option Cancellations
As part of the Arrangement, option holders who are not engaged in Reunion are no longer eligible participants under the Reunion equity compensation plan. As such, these participants’ unvested Reunion options were cancelled immediately upon closing of the Spinout Transaction. The vested Reunion options shall remain available for exercise for a period of 12 months following the earlier of: (i) the date of the Arrangement, or (ii) the term of the original Field Trip Health Ltd. Option. Participants who are not engaged in Field Trip H&W will have their options treated likewise.
The cancellation of options was accounted for as an acceleration of vesting, and the amount that otherwise would have been recognized for services received for employment over the remainder of the vesting period was recognized immediately as an expense.
As a result, the Company recognized the accelerated vesting of Field Trip H&W options for its participants and for those who are not involved in either Reunion or Field Trip H&W.
Use of Estimates and Judgments
The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of liabilities at the date of these unaudited interim consolidated financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from these estimates and such differences could be material. The Company reviews its estimates and underlying assumptions on an ongoing basis. Revisions are recognized in the period in which the estimates are revised and may impact future periods. The significant accounting estimates and judgments have been set out in Note 3 to the Company’s audited annual consolidated financial statements for the fiscal years ended March 31, 2022 and 2021. Other than estimates and judgments related to the additional accounting policies described above in this Note 3, there have been no significant changes in estimates and judgments for the nine months ended December 31, 2022.
In addition to those disclosed in the annual consolidated financial statements, key areas of judgment and estimation or use of managerial assumptions are as follows:
Spinout of Clinic Operations
The Clinic Operations reflect Field Trip H&W on a combined carve-out basis as if it had always operated as a stand-alone entity. Prior to April 1, 2022, the Company paid certain costs for Field Trip H&W and performed certain activities on behalf of Field Trip H&W. As a result, the Clinic Operations include allocations of certain transactions reported in the accounts of the Company. These cost allocations have been determined on a basis considered by the Company to be a reasonable reflection of the utilization of services provided to Field Trip H&W.
Compensation related costs have been allocated using methodologies primarily based on proportionate time spent on the Company’s and Field Trip H&W’s respective activities. These cost allocations have been determined on a basis considered by the Company and Field Trip H&W to be a reasonable reflection of the utilization of services provided to the Company.
Management believes both the assumptions and allocations underlying the Clinic Operations are reasonable. However, as a result of the combined carve-out methodology in determining the results of Field Trip H&W, the Clinic Operations may not necessarily be indicative of the operating results and financial position that would have resulted had Field Trip H&W historically operated as a stand-alone entity.
10
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
Notes to the Unaudited Interim Consolidated Financial Statements
For the Three and Nine Months Ended December 31, 2022 and 2021
On April 28, 2022, in conjunction with the Company’s announcement of the Spinout Transaction and the classification of the Clinic Operations as discontinued operations, the recoverable amount was estimated for certain items of property, plant and equipment, intangible assets and right-of-use assets and no impairment loss was identified. For the purposes of measuring recoverable amounts, assets are grouped at the lowest levels for which there are separately identifiable cash flows or cash generating units (“CGUs”). The recoverable amount is the higher of an asset’s fair value less cost of disposal and value in use (being the present value of the expected future cash flows of the relevant asset or CGU). An impairment loss is recognized for the amount by which the asset’s carrying value exceeds its recoverable amount.
4.
SPINOUT OF CLINIC OPERATIONS
​
On August 11, 2022, Reunion transferred its Clinic Operations to Field Trip H&W. The following table presents the effect of the Clinic Operations in the unaudited interim consolidated statement of financial position as at August 10, 2022:
​ ​ ​
As at
August 10, 2022
​
(Expressed in Canadian Dollars)
​ ​
$
​
ASSETS ​ ​ ​ ​ ​ ​ ​
CURRENT ​ ​ ​ ​ ​ ​ ​
Cash and cash equivalents
​ ​ ​
​
156,096
 ​ ​
Restricted cash
​ ​ ​
​
338,649
 ​ ​
Accounts receivable
​ ​ ​
​
318,965
 ​ ​
Other assets
​ ​ ​
​
547,069
 ​ ​
TOTAL CURRENT ASSETS
​ ​ ​ ​ 1,360,779 ​ ​
NON-CURRENT ​ ​ ​ ​ ​ ​ ​
Property, plant and equipment
​ ​ ​
​
3,362,679
 ​ ​
Intangible assets
​ ​ ​
​
450,941
 ​ ​
Right-of-use assets
​ ​ ​
​
27,487,957
 ​ ​
Other non-current assets
​ ​ ​
​
709,019
 ​ ​
TOTAL NON-CURRENT ASSETS
​ ​ ​ ​ 32,010,596 ​ ​
ASSETS HELD FOR TRANSFER RELATED TO SPINOUT OF CLINIC OPERATIONS
​ ​ ​ ​ 33,371,375 ​ ​
LIABILITIES ​ ​ ​ ​ ​ ​ ​
CURRENT ​ ​ ​ ​ ​ ​ ​
Accounts payable and accrued liabilities
​ ​ ​
​
1,851,219
 ​ ​
Due to Reunion Neuroscience Inc.
​ ​ ​
​
3,096,841
 ​ ​
Deferred revenue
​ ​ ​
​
421,144
 ​ ​
Current portion of lease obligations
​ ​ ​
​
2,629,171
 ​ ​
TOTAL CURRENT LIABILITIES
​ ​ ​ ​ 7,998,375 ​ ​
NON-CURRENT ​ ​ ​ ​ ​ ​ ​
Loan payable
​ ​ ​
​
32,807
 ​ ​
Lease obligations
​ ​ ​
​
26,671,728
 ​ ​
TOTAL NON-CURRENT LIABILITIES
​ ​ ​ ​ 26,704,535 ​ ​
LIABILITIES DIRECTLY ASSOCIATED WITH THE ASSETS HELD FOR TRANSFER RELATED TO SPINOUT OF CLINIC OPERATIONS
​ ​ ​ ​ 34,702,910 ​ ​
NET LIABILITIES
​ ​ ​ ​ (1,331,535) ​ ​
11
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
Notes to the Unaudited Interim Consolidated Financial Statements
For the Three and Nine Months Ended December 31, 2022 and 2021
As at August 10, 2022, Field Trip H&W owed an amount of $3,096,841 to Reunion, of which $421,240 relates to the cash balances in the Professional Corporations (“PCs”) and the remaining $2,675,601 relates to external services incurred for the Spinout Transaction. An amount of $3,060,740 was repaid on September 27, 2022.
As at August 10, 2022, the Company accrued an amount of $574,833 related to HST payable to the Canada Revenue Agency (“CRA”) on transfer pricing transactions with Field Trip H&W. Upon closing of the Arrangement amounts other than amounts described above between Reunion and Field Trip H&W were settled through a net settlement agreement through contributed surplus. Subsequent to the close of the Arrangement, the Company filed an election which was accepted by the Canadian Revenue Authority (“CRA”) to treat certain taxable supplies as having been made for nil consideration for HST purposes. As a result, the Company reversed the related liability in the third quarter.
The following table presents the effect of the Clinic Operations in the unaudited interim consolidated statements of loss and comprehensive loss:
​ ​ ​
For the period
from
July 1, 2022 – 
August 10,
2022
​ ​
Three Months
Ended
December 31,
2021
​ ​
For the period
from
April 1, 2022 – 
August 10,
2022
​ ​
Nine Months
Ended
December 31,
2021
​
​ ​ ​
$
​ ​
$
​ ​
$
​ ​
$
​
REVENUE ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Total revenue
​ ​ ​ ​ 761,660 ​ ​ ​ ​ ​ 1,360,811 ​ ​ ​ ​ ​ 2,586,064 ​ ​ ​ ​ ​ 3,136,027 ​ ​
OPERATING EXPENSES ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
General and administration
​ ​ ​
​
1,889,329
 ​ ​ ​ ​
​
4,507,396
 ​ ​ ​ ​
​
8,225,805
 ​ ​ ​ ​
​
16,966,006
 ​ ​
Occupancy costs
​ ​ ​
​
127,070
 ​ ​ ​ ​
​
448,077
 ​ ​ ​ ​
​
1,355,022
 ​ ​ ​ ​
​
1,361,187
 ​ ​
Sales and marketing
​ ​ ​
​
286,715
 ​ ​ ​ ​
​
1,079,084
 ​ ​ ​ ​
​
956,613
 ​ ​ ​ ​
​
3,458,645
 ​ ​
Research and development
​ ​ ​
​
116,863
 ​ ​ ​ ​
​
319,338
 ​ ​ ​ ​
​
161,168
 ​ ​ ​ ​
​
321,038
 ​ ​
Depreciation and amortization
​ ​ ​
​
—
 ​ ​ ​ ​
​
1,014,018
 ​ ​ ​ ​
​
1,204,670
 ​ ​ ​ ​
​
2,478,213
 ​ ​
Patient services
​ ​ ​
​
1,260,802
 ​ ​ ​ ​
​
2,546,763
 ​ ​ ​ ​
​
3,774,751
 ​ ​ ​ ​
​
6,458,901
 ​ ​
Total operating expenses
​ ​ ​ ​ 3,680,779 ​ ​ ​ ​ ​ 9,914,676 ​ ​ ​ ​ ​ 15,678,029 ​ ​ ​ ​ ​ 31,043,990 ​ ​
OTHER INCOME (EXPENSES) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Interest income
​ ​ ​
​
3,859
 ​ ​ ​ ​
​
6,891
 ​ ​ ​ ​
​
12,480
 ​ ​ ​ ​
​
20,962
 ​ ​
Interest expense
​ ​ ​
​
(179,089)
 ​ ​ ​ ​
​
(320,944)
 ​ ​ ​ ​
​
(585,492)
 ​ ​ ​ ​
​
(724,053)
 ​ ​
Other income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Foreign exchange gain (loss)
​ ​ ​
​
940,332
 ​ ​ ​ ​
​
(212,565)
 ​ ​ ​ ​
​
3,274,282
 ​ ​ ​ ​
​
(109,502)
 ​ ​
Government assistance
​ ​ ​
​
—
 ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
12,103
 ​ ​
Net loss before income taxes
​ ​ ​ ​ (2,154,017) ​ ​ ​ ​ ​ (9,080,483) ​ ​ ​ ​ ​ (10,390,695) ​ ​ ​ ​ ​ (28,708,453) ​ ​
Income taxes
​ ​ ​
​
—
 ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
—
 ​ ​ ​ ​
​
—
 ​ ​
Net loss after tax
​ ​ ​ ​ (2,154,017) ​ ​ ​ ​ ​ (9,080,483) ​ ​ ​ ​ ​ (10,390,695) ​ ​ ​ ​ ​ (28,708,453) ​ ​
Exchange gain (loss) from translation of foreign subsidiaries
​ ​ ​
​
(589,960)
 ​ ​ ​ ​
​
118,092
 ​ ​ ​ ​
​
(1,507,515)
 ​ ​ ​ ​
​
(230,240)
 ​ ​
COMPREHENSIVE LOSS
​ ​ ​ ​ (2,743,977) ​ ​ ​ ​ ​ (8,962,391) ​ ​ ​ ​ ​ (11,898,210) ​ ​ ​ ​ ​ (28,938,693) ​ ​
12
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
Notes to the Unaudited Interim Consolidated Financial Statements
For the Three and Nine Months Ended December 31, 2022 and 2021
The following table presents the effect of the Clinic Operations in the unaudited interim consolidated statements of cash flows:
​ ​ ​
For the period from
April 1, 2022 – August 10,
2022
​ ​
Nine months ended
December 31,
2021
​
​ ​ ​
$
​ ​
$
​
Cash used in operating activities
​ ​ ​
​
(6,232,404)
 ​ ​ ​ ​
​
(11,440,935)
 ​ ​
Cash used in investing activities
​ ​ ​
​
(246,106)
 ​ ​ ​ ​
​
(3,038,720)
 ​ ​
Cash provided by financing activities
​ ​ ​
​
4,747,183
 ​ ​ ​ ​
​
15,891,975
 ​ ​
Net cash inflow (outflow)
​ ​ ​ ​ (1,731,327) ​ ​ ​ ​ ​ 1,412,320 ​ ​
5.   RESTRICTED CASH
As at December 31, 2022, the Company had $515,258 of restricted cash held as collateral against the Company’s credit card limit (March 31, 2022 — $776,551).
6.   ACCOUNTS RECEIVABLE
​ ​ ​
As at
December 31,
2022
​ ​
As at
March 31,
2022
​
​ ​ ​
$
​ ​
$
​
Trade receivables
​ ​ ​
​
—
 ​ ​ ​ ​
​
250,139
 ​ ​
Sales tax receivable
​ ​ ​
​
1,624,764
 ​ ​ ​ ​
​
728,176
 ​ ​
Other receivables
​ ​ ​
​
—
 ​ ​ ​ ​
​
250,430
 ​ ​
​ ​ ​ ​ ​ 1,624,764 ​ ​ ​ ​ ​ 1,228,745 ​ ​
7.   OTHER ASSETS
​ ​ ​
As at
December 31,
2022
​ ​
As at
March 31,
2022
​
​ ​ ​
$
​ ​
$
​
Prepaid expenses
​ ​ ​
​
2,283,194
 ​ ​ ​ ​
​
3,448,069
 ​ ​
Lease security deposits
​ ​ ​
​
—
 ​ ​ ​ ​
​
678,854
 ​ ​
Shareholder loans receivable
​ ​ ​
​
55,275
 ​ ​ ​ ​
​
53,185
 ​ ​
​ ​ ​ ​ ​ 2,338,469 ​ ​ ​ ​ ​ 4,180,108 ​ ​
Less amounts due within one year
​ ​ ​
​
(2,283,194)
 ​ ​ ​ ​
​
(3,451,901)
 ​ ​
Non-current balance
​ ​ ​
​
55,275
 ​ ​ ​ ​
​
728,207
 ​ ​
13
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
Notes to the Unaudited Interim Consolidated Financial Statements
For the Three and Nine Months Ended December 31, 2022 and 2021
8.   PROPERTY, PLANT AND EQUIPMENT
Cost
​ ​
Leasehold
Improvements
$
​ ​
Furniture &
Fixtures
$
​ ​
Computer
Equipment
$
​ ​
Medical &
Laboratory
Equipment
$
​ ​
Construction
in Progress
$
​ ​
Total
$
​
Balance, April 1, 2022
​ ​ ​ ​ 2,652,290 ​ ​ ​ ​ ​ 627,200 ​ ​ ​ ​ ​ 963,801 ​ ​ ​ ​ ​ 416,833 ​ ​ ​ ​ ​ 962,640 ​ ​ ​ ​ ​ 5,622,764 ​ ​
Additions related to Clinic
Operations
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 37,567 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 10,114 ​ ​ ​ ​ ​ 47,681 ​ ​
Impairment charge related to Clinic Operations
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (997,524) ​ ​ ​ ​ ​ (997,524) ​ ​
Foreign currency translation adjustment related to Clinic Operations
​ ​ ​ ​ 63,135 ​ ​ ​ ​ ​ 19,514 ​ ​ ​ ​ ​ 28,302 ​ ​ ​ ​ ​ 19,353 ​ ​ ​ ​ ​ 24,770 ​ ​ ​ ​ ​ 155,074 ​ ​
Assets held for transfer related to spinout of Clinic Operations
​ ​ ​ ​ (2,715,425) ​ ​ ​ ​ ​ (646,714) ​ ​ ​ ​ ​ (1,029,670) ​ ​ ​ ​ ​ (436,186) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (4,827,995) ​ ​
Balance, December 31, 2022
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Accumulated depreciation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Balance, April 1, 2022
​ ​ ​ ​ (625,016) ​ ​ ​ ​ ​ (134,859) ​ ​ ​ ​ ​ (307,993) ​ ​ ​ ​ ​ (92,721) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (1,160,589) ​ ​
Depreciation expense related to Clinic
Operations
​ ​ ​ ​ (129,348) ​ ​ ​ ​ ​ (31,824) ​ ​ ​ ​ ​ (84,553) ​ ​ ​ ​ ​ (21,207) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (266,932) ​ ​
Foreign currency translation adjustment related to Clinic Operations
​ ​ ​ ​ (19,469) ​ ​ ​ ​ ​ (4,967) ​ ​ ​ ​ ​ (8,177) ​ ​ ​ ​ ​ (5,182) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (37,795) ​ ​
Assets held for transfer related to spinout of Clinic Operations
​ ​ ​ ​ 773,833 ​ ​ ​ ​ ​ 171,650 ​ ​ ​ ​ ​ 400,723 ​ ​ ​ ​ ​ 119,110 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,465,316 ​ ​
Balance, December 31, 2022
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Net book value as at ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
December 31, 2022
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
March 31, 2022
​ ​ ​ ​ 2,027,274 ​ ​ ​ ​ ​ 492,341 ​ ​ ​ ​ ​ 655,808 ​ ​ ​ ​ ​ 324,112 ​ ​ ​ ​ ​ 962,640 ​ ​ ​ ​ ​ 4,462,175 ​ ​
On April 28, 2022, in conjunction with its announcement of the Spinout Transaction, the Company announced its decision to defer the opening of new clinics to a future date. As construction will not continue, the benefits will not be realized and amount were written off. The remaining assets were subsequently transferred to Field Trip H&W following the Arrangement.
9.   INVESTMENT IN ASSOCIATE
Field Trip H&W is the spinout company following the Arrangement and is incorporated in Canada. The shares are publicly listed and traded on the TSXV under the ticker symbol “FTHW”.
Reunion subscribed for 19,615,000 common shares of Field Trip H&W at $0.50 per share and holds a 21.84% interest in Field Trip H&W on a non-diluted basis. Through its ownership interest and representation on Field Trip H&W’s Board, Reunion can significantly influence, but not control Field Trip H&W’s decisions. Therefore, the Company has accounted for its investment in Field Trip H&W using the equity method of accounting.
14
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
Notes to the Unaudited Interim Consolidated Financial Statements
For the Three and Nine Months Ended December 31, 2022 and 2021
​ ​ ​
As at
December 31,
2022
$
​
Investment in Field Trip H&W
​ ​ ​ ​ 9,807,500 ​ ​
Loss allowance for lease guarantees provided to Field Trip H&W (Note 22)
​ ​ ​ ​ 1,935,051 ​ ​
Share of loss of an associate
​ ​ ​ ​ (1,233,302) ​ ​
Share of exchange gain in associate
​ ​ ​ ​ 12,912 ​ ​
Impairment in investment in associate
​ ​ ​ ​ (8,336,404) ​ ​
Balance, September 30, 2022
​ ​ ​ ​ 2,185,757 ​ ​
Share of loss of an associate
​ ​ ​ ​ (2,193,327) ​ ​
Share of exchange gain in associate
​ ​ ​ ​ 7,570 ​ ​
Balance, December 31, 2022
​ ​ ​ ​ — ​ ​
The acquisition resulted in goodwill of $9,807,500, which has been determined on a provisional basis and is included in the value of the investment in associate. The Company is in the process of determining the fair values of the acquired assets and assumed liabilities (including property, plant and equipment, intangible assets, right-of-use assets and associated obligations) of the associate. The Company will adjust the provisional amounts upon the completion of the fair valuation of net identifiable assets in order to reflect the latest information obtained regarding events that occurred at the acquisition date.
As a result of the significant decline in the price of Field Trip H&W Shares subsequent to the Company’s investment through to December 31, 2022, the Company determined there to be an indicator of impairment. As a result, the Company performed a quantitative interim impairment assessment of Field Trip H&W based on the recoverable amount using the value in use methodology. The value in use was based on the present value of the Company’s proportionate share of cash flows expected from the investment over a period of five years. A long term terminal growth rate is calculated and applied to project future cash flows after the fifth year. The most significant assumptions used in applying this method were (i) a 2% long term terminal growth rate and (ii) a 27.5% discount rate applied to the cash flows. No additional impairment was recorded the three months ended December 31, 2022.
15
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
Notes to the Unaudited Interim Consolidated Financial Statements
For the Three and Nine Months Ended December 31, 2022 and 2021
10.   INTANGIBLE ASSETS
Cost
​ ​
Field Trip
Health
Website
$
​ ​
Field Trip
Health
Portal
$
​ ​
Trip App
$
​ ​
Total
$
​
Balance, April 1, 2022
​ ​ ​ ​ 182,905 ​ ​ ​ ​ ​ 251,263 ​ ​ ​ ​ ​ 278,282 ​ ​ ​ ​ ​ 712,450 ​ ​
Additions related to Clinic Operations
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 14,264 ​ ​ ​ ​ ​ 14,264 ​ ​
Assets held for transfer related to spinout of Clinic Operations
​ ​ ​ ​ (182,905) ​ ​ ​ ​ ​ (251,263) ​ ​ ​ ​ ​ (292,546) ​ ​ ​ ​ ​ (726,714) ​ ​
Balance, December 31, 2022
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Accumulated amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Balance, April 1, 2022
​ ​ ​ ​ (88,599) ​ ​ ​ ​ ​ (70,599) ​ ​ ​ ​ ​ (69,898) ​ ​ ​ ​ ​ (229,096) ​ ​
Amortization expense related to Clinic Operations
​ ​ ​ ​ (11,400) ​ ​ ​ ​ ​ (16,568) ​ ​ ​ ​ ​ (18,709) ​ ​ ​ ​ ​ (46,677) ​ ​
Assets held for transfer related to spinout of Clinic Operations
​ ​ ​ ​ 99,999 ​ ​ ​ ​ ​ 87,167 ​ ​ ​ ​ ​ 88,607 ​ ​ ​ ​ ​ 275,773 ​ ​
Balance, December 31, 2022
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Net book value as at ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
December 31, 2022
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
March 31, 2022
​ ​ ​ ​ 94,306 ​ ​ ​ ​ ​ 180,664 ​ ​ ​ ​ ​ 208,384 ​ ​ ​ ​ ​ 483,354 ​ ​
11.   LEASES
Prior to the Spinout Transaction, the Company leased real property for its Toronto office, clinical locations in North America and The Netherlands and its research facility in Jamaica. Right-of-use assets consisted of the following:
Cost
​ ​
Total
$
​
Balance, April 1, 2022
​ ​ ​ ​ 30,960,968 ​ ​
Foreign currency translation adjustment related to Clinic Operations
​ ​ ​ ​ 1,225,611 ​ ​
Assets held for transfer related to spinout of Clinic Operations
​ ​ ​ ​ (32,186,579) ​ ​
Balance, December 31, 2022
​ ​ ​ ​ — ​ ​
Accumulated depreciation ​ ​ ​ ​ ​ ​ ​
Balance, April 1, 2022
​ ​ ​ ​ (3,675,634) ​ ​
Depreciation expense related to Clinic Operations
​ ​ ​ ​ (891,061) ​ ​
Foreign currency translation adjustment related to Clinic Operations
​ ​ ​ ​ (131,927) ​ ​
Assets held for transfer related to spinout of Clinic Operations
​ ​ ​ ​ 4,698,622 ​ ​
Balance, December 31, 2022
​ ​ ​ ​ — ​ ​
Net book value as at ​ ​ ​ ​ ​ ​ ​
December 31, 2022
​ ​ ​ ​ — ​ ​
March 31, 2022
​ ​ ​ ​ 27,285,334 ​ ​
16
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
Notes to the Unaudited Interim Consolidated Financial Statements
For the Three and Nine Months Ended December 31, 2022 and 2021
Lease obligations consist of the following:
​ ​ ​
Total
$
​
As at April 1, 2022
​ ​ ​ ​ 29,021,056 ​ ​
Foreign currency translation adjustment related to Clinic Operations
​ ​ ​ ​ 1,176,263 ​ ​
Payments during the period related to Clinic Operations
​ ​ ​ ​ (1,480,269) ​ ​
Interest expense during the period related to Clinic Operations
​ ​ ​ ​ 583,849 ​ ​
Liabilities directly associated with the assets held for transfer related to spinout of Clinic Operations
​ ​ ​ ​ (29,300,899) ​ ​
​ ​ ​ ​ ​ — ​ ​
The Company acts as a guarantor for nine leases signed by Field Trip H&W’s subsidiaries (Note 22).
12.   ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
​ ​ ​
As at
December 31, 2022
$
​ ​
As at
March 31, 2022
$
​
General and administration
​ ​ ​
​
2,069,057
 ​ ​ ​ ​
​
3,683,931
 ​ ​
Research and development
​ ​ ​
​
2,354,541
 ​ ​ ​ ​
​
801,901
 ​ ​
Occupancy
​ ​ ​
​
—
 ​ ​ ​ ​
​
44,232
 ​ ​
Patient services
​ ​ ​
​
—
 ​ ​ ​ ​
​
1,029,479
 ​ ​
Sales and marketing
​ ​ ​
​
—
 ​ ​ ​ ​
​
92,856
 ​ ​
Property, plant and equipment
​ ​ ​
​
—
 ​ ​ ​ ​
​
194,273
 ​ ​
​ ​ ​ ​ ​ 4,423,598 ​ ​ ​ ​ ​ 5,846,672 ​ ​
As at December 31, 2022, the Company accrued an amount of $586,584 related to personnel costs (March 31, 2022 — $2,228,252) included in accounts payable and accrued liabilities.
13.   SHARE CAPITAL
Share Capital Issued and Fully Paid Up as at December 31, 2022
Class of Shares
​ ​
Number of
Shares Issued
​ ​
Amount
$
​
Reunion Shares
​ ​ ​
​
11,645,152
 ​ ​ ​ ​
​
107,171,410
 ​ ​
​
(i)
As part of the Arrangement, the Company created a new class of common shares known as the Reunion Shares. Each Field Trip Health Ltd. Class A Share was exchanged for one (1) Reunion Share and 0.85983356 of a Field Trip H&W Share held by Field Trip Health Ltd., and the Field Trip Health Ltd. Class A Shares were cancelled. Immediately upon closing of the Arrangement, the Company consolidated its Reunion Shares on a 5:1 basis.
​
(ii)
Reunion’s share capital immediately prior to the Arrangement was split based on the fair value of Field Trip H&W being 50,055,011 common shares at $0.50 per share. As a result of the Arrangement, on August 11, 2022, 58,214,768 Class A shares, with a share capital of $132,187,016 were cancelled and 11,642,953 Reunion Shares, with a share capital of $107,159,510 were issued. On December 13, 2022, 30 shares were cancelled representing excess fractional shares resulting from the Arrangement. The amount of Reunion’s net investment in Field Trip H&W at the effective date of the Arrangement, amount to $1,331,535, was deducted from Reunion’s deficit, the unrealized loss on translation of foreign
​
17
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
Notes to the Unaudited Interim Consolidated Financial Statements
For the Three and Nine Months Ended December 31, 2022 and 2021
subsidiaries transferred to Field Trip H&W of $823,868 was deducted from Reunion’s OCI and the share-based payment reserve transferred to Field Trip H&W of $5,720,641 was deducted from Reunion’s share-based payment reserve.
(iii)
During the nine months ended December 31, 2022, options were exercised for gross proceeds of $17,830.
​
Share Capital Reserved for Issuance
Class of Shares
​ ​
As at
December 31,
2022
​ ​
As at
March 31,
2022
​
Common Share Stock Options
​ ​ ​
​
1,418,023
 ​ ​ ​ ​
​
6,056,540
 ​ ​
Warrants
​ ​ ​
​
—
 ​ ​ ​ ​
​
2,071,090
 ​ ​
FTP Compensation Warrants
​ ​ ​
​
—
 ​ ​ ​ ​
​
174,384
 ​ ​
Compensation Warrants
​ ​ ​
​
206,973
 ​ ​ ​ ​
​
1,034,868
 ​ ​
Jamaica Facility Shares (Note 15)
​ ​ ​
​
—
 ​ ​ ​ ​
​
337,500
 ​ ​
​ ​ ​ ​ ​ 1,624,996 ​ ​ ​ ​ ​ 9,674,382 ​ ​
14.   WARRANTS
As part of the Arrangement, all outstanding Field Trip Warrants were deemed to be simultaneously amended to entitle each holder to receive, upon due exercise thereof and for the original exercise price, one (1) Reunion Share and 0.85983356 of a Field Trip H&W Share. Immediately upon closing of the Arrangement, the Company consolidated its Reunion Shares on a 5:1 basis, resulting in a similar consolidation of the Warrants.
The following is a schedule of the warrants outstanding:
​ ​ ​
FTP
Compensation
Warrants
#
​ ​
Compensation
Warrants
#
​ ​
Warrants
#
​ ​
Total
Warrants
#
​ ​
Total
Amount
$
​
Balance, March 31, 2022
​ ​ ​ ​ 174,384 ​ ​ ​ ​ ​ 1,034,868 ​ ​ ​ ​ ​ 2,071,090 ​ ​ ​ ​ ​ 3,280,342 ​ ​ ​ ​ ​ 6,196,906 ​ ​
Warrants expired
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (2,071,090) ​ ​ ​ ​ ​ (2,071,090) ​ ​ ​ ​ ​ (2,772,748) ​ ​
Balance, August 10, 2022
​ ​ ​ ​ 174,384 ​ ​ ​ ​ ​ 1,034,868 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,209,252 ​ ​ ​ ​ ​ 3,424,158 ​ ​
Balance, August 10, 2022 following the consolidation of Warrants
​ ​ ​ ​ 34,876 ​ ​ ​ ​ ​ 206,973 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 241,849 ​ ​ ​ ​ ​ 3,424,158 ​ ​
Warrants expired after the Arrangement
​ ​ ​ ​ (34,876) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (34,876) ​ ​ ​ ​ ​ (178,219) ​ ​
Balance, December 31, 2022
​ ​ ​ ​ — ​ ​ ​ ​ ​ 206,973 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 206,973 ​ ​ ​ ​ ​ 3,245,939 ​ ​
The weighted average life for warrants outstanding as at December 31, 2022 was 0.18 years (March 31, 2022 — 0.48 years).
15.   SHARE-BASED PAYMENTS
As at December 31, 2022, the number of Common Shares available for issuance under the Stock Option Plan was 328,750.
Under the Stock Option Plan, the Company may grant options to purchase common shares to officers, directors, employees or consultants of the Company or its affiliates. Options issued under the Stock Option
18
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
Notes to the Unaudited Interim Consolidated Financial Statements
For the Three and Nine Months Ended December 31, 2022 and 2021
Plan are granted for a term not exceeding ten years from the date of grant. In general, options have vested either immediately upon grant or over a period of four to ten years.
Following the Arrangement, each Field Trip Option was exchanged for one (1) Reunion Replacement Option and 0.85983356 of an option to purchase a Field Trip H&W Share. The Reunion Replacement Options were accounted for as a modification of the original grant of Field Trip Health Ltd. Options. Reunion Options were consolidated on a 5:1 basis.
As part of the Arrangement, option holders who are not engaged in Reunion will no longer be eligible participants under the Reunion equity compensation plan. As such, these participants’ unvested Reunion Options were cancelled immediately upon closing of the Spinout Transaction. The vested Reunion Options shall remain available for exercise for a period of 12 months following the earlier of: (i) the date of the Arrangement, or (ii) the term of the original Field Trip Health Ltd. Option. Participants who are not engaged in Field Trip H&W will have their options treated likewise. The cancellation of options was accounted for as an acceleration of vesting (Note 3 for details).
The following is a schedule of the options outstanding as at December 31 and March 31, 2022:
December 31, 2022
​ ​ ​
Options
#
​ ​
Range of
Exercise Prices
$
​ ​
Weighted
Average
Exercise
Price
$
​
Balance, April 1, 2022
​ ​ ​ ​ 6,056,540 ​ ​ ​
0.50 – 8.25
​ ​ ​ ​ 3.49 ​ ​
Stock Option Plan – Granted
​ ​ ​ ​ 755,500 ​ ​ ​
1.04 – 1.33
​ ​ ​ ​ 1.14 ​ ​
Stock Option Plan – Forfeited
​ ​ ​ ​ (772,105) ​ ​ ​
0.50 – 7.74
​ ​ ​ ​ 4.61 ​ ​
Stock Option Plan – Exercised
​ ​ ​ ​ (26,479) ​ ​ ​
0.50
​ ​ ​ ​ 0.50 ​ ​
Balance, August 10, 2022
​ ​ ​ ​ 6,013,456 ​ ​ ​
0.50 – 8.25
​ ​ ​ ​ 3.14 ​ ​
Balance, August 10, 2022 following the consolidation of options
​ ​ ​ ​ 1,202,680 ​ ​ ​
2.06 – 33.95
​ ​ ​ ​ 12.64 ​ ​
Stock Option Plan – Cancelled following the Arrangement
​ ​ ​ ​ (500,982) ​ ​ ​
2.06 – 33.95
​ ​ ​ ​ 13.64 ​ ​
Balance, August 11, 2022
​ ​ ​ ​ 701,698 ​ ​ ​
2.06 – 33.95
​ ​ ​ ​ 11.92 ​ ​
Options after the Arrangement ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Stock Option Plan – Granted
​ ​ ​ ​ 768,345 ​ ​ ​
1.74 – 8.23
​ ​ ​ ​ 2.09 ​ ​
Stock Option Plan – Forfeited
​ ​ ​ ​ (49,791) ​ ​ ​
2.06 – 23.25
​ ​ ​ ​ 10.47 ​ ​
Stock Option Plan – Exercised
​ ​ ​ ​ (2,229) ​ ​ ​
2.06
​ ​ ​ ​ 2.06 ​ ​
Balance, December 31, 2022
​ ​ ​ ​ 1,418,023 ​ ​ ​
1.74 – 33.95
​ ​ ​ ​ 6.66 ​ ​
19
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
Notes to the Unaudited Interim Consolidated Financial Statements
For the Three and Nine Months Ended December 31, 2022 and 2021
March 31, 2022
​ ​ ​
Options
#
​ ​
Range of
Exercise Prices
$
​ ​
Weighted
Average
Exercise
Price
$
​
Balance, April 1, 2021
​ ​ ​ ​ 5,150,798 ​ ​ ​ ​ ​ 0.50 – 8.25 ​ ​ ​ ​ ​ 2.29 ​ ​
Stock Option Plan – Granted
​ ​ ​ ​ 2,071,286 ​ ​ ​ ​ ​ 1.65 – 7.74 ​ ​ ​ ​ ​ 6.08 ​ ​
Stock Option Plan – Forfeited
​ ​ ​ ​ (743,378) ​ ​ ​ ​ ​ 0.50 – 8.00 ​ ​ ​ ​ ​ 3.94 ​ ​
Stock Option Plan – Exercised
​ ​ ​ ​ (422,166) ​ ​ ​ ​ ​ 0.50 – 2.68 ​ ​ ​ ​ ​ 0.70 ​ ​
Balance, March 31, 2022
​ ​ ​ ​ 6,056,540 ​ ​ ​ ​ ​ 0.50 – 8.25 ​ ​ ​ ​ ​ 3.49 ​ ​
The fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model.
Weighted average of option model inputs and fair value for options granted during the nine months ended December 31, 2022 and 2021 were as follows:
December 31, 2022
Grants following the Arrangement:
​
Options
#
​ ​
Share Price
$
​ ​
Exercise Price
$
​ ​
Risk-free
Interest Rate
%
​ ​
Expected Life
(years)
​ ​
Volatility Factor
%
​ ​
Fair Value
per Option
$
​
​
768,345
​ ​ ​ ​ 2.09 ​ ​ ​ ​ ​ 2.09 ​ ​ ​ ​ ​ 3.2 ​ ​ ​ ​ ​ 10 ​ ​ ​ ​ ​ 124 ​ ​ ​ ​ ​ 2.01 ​ ​
Grants before the Arrangement:
​
Options
#
​ ​
Share Price
$
​ ​
Exercise Price
$
​ ​
Risk-free
Interest Rate
%
​ ​
Expected
Life
(years)
​ ​
Volatility
Factor
%
​ ​
Fair Value
per Option
$
​
​
755,500
​ ​ ​ ​ 1.14 ​ ​ ​ ​ ​ 1.14 ​ ​ ​ ​ ​ 2.9 ​ ​ ​ ​ ​ 10 ​ ​ ​ ​ ​ 100 ​ ​ ​ ​ ​ 0.89 ​ ​
December 31, 2021
​
Options
#
​ ​
Share
Price
$
​ ​
Exercise
Price
$
​ ​
Risk-free
Interest
Rate
%
​ ​
Expected
Life
(years)
​ ​
Volatility
Factor
%
​ ​
Fair Value
per Option
$
​
​
1,984,786
​ ​ ​ ​ 6.26 ​ ​ ​ ​ ​ 6.26 ​ ​ ​ ​ ​ 1.4 ​ ​ ​ ​ ​ 9 ​ ​ ​ ​ ​ 103 ​ ​ ​ ​ ​ 5.33 ​ ​
20
​
 
REUNION NEUROSCIENCE INC. (FORMERLY FIELD TRIP HEALTH LTD.)
Notes to the Unaudited Interim Consolidated Financial Statements
For the Three and Nine Months Ended December 31, 2022 and 2021
The following table summarizes the outstanding and exercisable options as at December 31, 2022 and March 31, 2022:
December 31, 2022
​
Range of
Exercise Prices
$
​ ​
Options
#
​ ​
Remaining
Contractual
Life
(years)
​ ​
Weighted Average
Exercise Price
$
​ ​
Vested
Options
#
​ ​
Weighted Average
Exercise Price
$
​
​
1.74 – 2.15
​ ​ ​ ​ 1,034,000 ​ ​ ​ ​ ​ 8.3 ​ ​ ​ ​ ​ 2.03 ​ ​ ​ ​ ​ 246,572 ​ ​ ​ ​ ​ 2.06 ​ ​
​
4.44 – 5.47
​ ​ ​ ​ 82,900 ​ ​ ​ ​ ​ 9.5 ​ ​ ​ ​ ​ 4.56 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​
8.19 – 11.03
​ ​ ​ ​ 61,843 ​ ​ ​ ​ ​ 2.5 ​ ​ ​ ​ ​ 8.29 ​ ​ ​ ​ ​ 52,365 ​ ​ ​ ​ ​ 8.30 ​ ​
​
16.83 – 21.19
​ ​ ​ ​ 56,545 ​ ​ ​ ​ ​ 4.1 ​ ​ ​ ​ ​ 19.26 ​ ​ ​ ​ ​ 40,608 ​ ​ ​ ​ ​ 19.04 ​ ​
​
23.25 – 28.81
​ ​ ​ ​ 106,935 ​ ​ ​ ​ ​ 5.4 ​ ​ ​ ​ ​ 26.43 ​ ​ ​ ​ ​ 66,144 ​ ​ ​ ​ ​ 25.57 ​ ​
​
31.85 – 33.95
​ ​ ​ ​ 75,800 ​ ​ ​ ​ ​ 6.4 ​ ​ ​ ​ ​ 33.58 ​ ​ ​ ​ ​ 42,362 ​ ​ ​ ​ ​ 33.38 ​ ​
​