29
FEBRUARY 2024
THE
INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE
COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE
MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR") AND THE RETAINED
UK LAW VERSION OF MAR PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU
EXIT) REGULATIONS 2019 (SI 2019/310) ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
Oncimmune Holdings plc
("Oncimmune" or the
"Company")
Revenue for FY 2024 for continuing
operations expected to grow
New management team and Board continue
to execute focused strategy
Final results for the 12-month period to
31 August 2023
Oncimmune Holdings plc (AIM: ONC.L), a leading
autoantibody profiling company to the pharmaceutical and
biotechnology industry enabling precision medicine, today provides
an update on recent trading and the outlook for the current
financial year ("FY 2024") and announces its audited results for
the 12-month period ended 31 August 2023 ("FY 2023").
Business
highlights and outlook
· The
new strategy, which was announced on 12 October 2023, continues to
be implemented. On 30 November 2023 it was announced that
contracts had been signed for four new projects since the beginning
of FY 2024, three of which were with existing customers who are
major pharmaceutical companies. Since that announcement a
further three new contracts have been entered into.
·
Revenue in FY 2024 expected to be approximately £3m, compared
with FY 2023 revenue from continuing operations of £1.2m, a growth
rate of 150%. Coming up to the end of H1 FY 2024, work to
achieve approximately 75% of the forecast FY 2024 revenue has been
secured, with the majority of samples received or expected
imminently allowing lab work to begin and revenue to be recognised
in due course.
·
Buildout of commercial team is now nearly complete, with
three members in the US and one in Europe. One additional
hire expected in Europe in FY 2024. As the new commercial
team begins to gain traction the full effect on revenue growth is
expected towards the end of FY 2024 and beyond.
· The
new senior management team, which has been in place for nearly six
months, has completed a full review of the Group's operational
capability and cost base and expects FY 2024 overheads, including
costs associated with senior management, to be lower than those in
FY 2023.
· New
equity based rewards for the senior management team are being
considered, to closely align the interests of senior management
with those of the Company's shareholders.
Operational
and commercial highlights for FY 2023
·
Refocus of business on ImmunoINSIGHTS following sale of
Oncimmune Limited (including the EarlyCDT Lung blood test) to
Freenome Holdings Inc for a total of £13m.
·
Reprofiled debt facility with IPF Management SA, including
repaying €7.2m (being €5.6m of principal and €1.6m of interest) and
agreeing new payment terms.
· New
leadership team, with Martin Gouldstone joining as Chief Executive
Officer in August 2023 and a new Finance Director, Martin Hudson,
being announced in July 2023 and joining the Company in September
2023.
·
Changes to the Board beginning in FY 2023 and completing in
FY 2024, with John Goold joining the Board in January 2023, Andrew
Unitt, Tim Bunting and Dr Annalisa Jenkins retiring from the Board
in September, October and November respectively and Dr Sally
Waterman joining the Board in October 2023.
Financial
highlights for FY 2023
·
Revenue for the period was £2.1m (2022: £3.8m for 15-month
period), revenue for continuing operations was £1.2m.
·
Gross profit for the period was £1.5m (2022: £1.8m for
15-month period), gross profit from continuing operations was
£0.8m.
·
Administrative expenses were £6.1m (2022: £8.7m for 15-month
period), administrative expenses for continuing operations were
£5.0m.
·
Profit after tax was £4.1m (2022: loss of £11.4m for 15-month
period), largely arising from a gain on disposal of £12.2m.
Loss from continuing operations was £6.2m.
·
Gross cash balance at the period end of £3.2m (2022: £1.4m)
and net debt at the period end of £2.1m (2022: £9.2m), after
disposal of Oncimmune Limited and Oncimmune Europe GmbH (the
"Disposal") and part repayment of the debt facility with IPF
Management SA. £1.3m of the consideration relating to the
Disposal remains in escrow and is expected to be released to
Oncimmune in May 2024.
The Company's Annual Report and Financial
Statements 2023 (the "Annual Report") will be available on the
Company's website at www.oncimmune.com later
today.
Martin Gouldstone, Oncimmune's Chief Executive
Officer, commented:
"Whilst FY
2023 has seen significant changes to the operations and management
of Oncimmune, I remain encouraged and optimistic about the business
outlook for FY 2024 and beyond. During my first six months as
CEO I, together with the rest of the senior management team, have
carried out a root and branch review of the operations and
financials of the business and have formulated a focused strategy
to see the Group reach revenues in its ImmunoINSIGHTS business not
previously achieved. I have been pleased to see some of the
strategy beginning to bear fruit and look forward to being able to
report on more positive progress in the coming
months.
I would like
to thank all of Oncimmune's staff, the Board and the company's
wider stakeholder group for welcoming me to the company and for
their support and positive messages since I
joined."
For further
information:
contact@oncimmune.com
Singer Capital Markets (Nominated
Adviser and Broker)
Philip Davies, Harry Gooden, James
Fischer
+44 (0)20 7496 3000
Zeus (Joint Broker)
Dominic King, Victoria Ayton, Dan
Bate
+44 (0)20 3829 5000
+44 (0)20 3727 1000
About Oncimmune
Oncimmune is a precision medicine
company, specialising in analysing immune interactions through the
autoantibody profile. Taking a platform approach to generating
insights, Oncimmune is partnering with global pharmaceutical and
biotech companies, as well as contract research organisations
(CROs) to discover novel biomarkers for the development of more
targeted and effective therapies across many immune-mediated
diseases. Our mission at Oncimmune is to enable precision medicine.
We help our partners to discover novel biomarkers, drug targets and
predict treatment efficacy through the application of our platform.
We are able to do this by deploying our world class scientific team
and our cutting-edge technology platform, built on years of
experience in the field. Our aim is to make this an essential tool
in drug discovery and development.
Oncimmune is headquartered in the UK,
with its discovery and development facility based in Dortmund,
Germany and a business development team based in the US and
Europe.
For more information,
visit www.oncimmune.com
Certain statements in this announcement are
forward-looking statements, which include all statements other than
statements of historical fact and which are based on the Company's
expectations, intentions and projections regarding its future
performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "could",
"may", "intend", "estimate", "expect" and words of similar meaning,
include all matters that are not historical facts. These
forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations,
financial condition, liquidity and dividend policy and the
development of the industries in which the Company's businesses
operate to differ materially from the impression created by the
forward-looking statements. These statements are not guarantees of
future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Given those risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of such statements and, except as required by the
Financial Conduct Authority, the London Stock Exchange or
applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER'S REVIEW
We are pleased to report the Group's audited
results to 31 August 2023, and provide an update on the further
operational and strategic progress made since year end.
Oncimmune is a precision medicine company,
specialising in analysing immune interactions through the
autoantibody profile. Taking a platform approach to generating
insights, Oncimmune is partnering with global pharmaceutical and
biotech companies, as well as contract research organisations
(CROs) to discover novel biomarkers for the development of more
targeted and effective therapies across many immune-mediated
diseases.
As a specialist immunology testing business,
Oncimmune has a diversified and growing revenue stream from its
discovery and development service-based platform, delivering
actionable insights into therapies under development to its
pharmaceutical and biotech partners.
Oncimmune is headquartered in the UK, with
commercial presence in the US and Europe. The ImmunoINSIGHTS
platform team is based in Dortmund, Germany.
Business
update
FY2023 continued to be a downturn for the
biopharma industry, marked by fewer IPOs in the life science
industry, particularly in the UK. The rising interest rates in
economies around the world, along with persisting geopolitical
tensions, have all impacted investor appetite in the sector, and
subsequently our customers' access to capital. Additionally, large
companies whose valuations rose as a result of the response to the
pandemic are now seeing slumping revenues and valuations, which
have had a knock-on effect on the wider industry. This downturn has
impacted our customers' readiness to use our services.
This period of economic uncertainty and
industry-wide cutbacks, has also affected pharma and biotech
companies' access to multidisciplinary experience and talent.
Consequently, pharma companies have been forced to rely further on
the outsourcing market to preserve capital, focus on core
competencies, and de- risk their high-value assets. However, this
presents a huge opportunity for the ImmunoINSIGHTS platform we have
established. Our unique expertise in autoimmune profiling and deep
understanding of the immune system will prove our platform's
ability to remain robust and resilient, as reflected in our growing
pipeline, as well as mounting interest from current clients to
explore potential strategic partnerships.
Delivering high quality, differentiated results
every time for our ImmunoINSIGHTS customers has allowed us to not
only broaden our pipeline of opportunities, but also further deepen
our engagement with key customers. This year, we have been focused
on signing preferred or master service agreements (MSAs), rather
than one-off pilot projects, and we have had the benefit of an
increasing proportion of our pipeline made up of repeat customers,
accounting for 83% of our current client base. This approach will
persist through FY2024, where we will look to not only maximise the
value of those MSAs in place, but also continue to mature
relationships of both pilot projects as well as MSAs through to
multi contract commercial engagements with top 20 pharma
companies.
In FY2023, the team signed 12 new contracts,
including extensions. Despite the backdrop of the distraction of
the Freenome deal alongside the dearth of capital available for our
customers that lead to slower trading in 2023, it should be
emphasised that executing on 12 contracts in this current industry
is an achievement and a true reflection of the platform's
resilience and robustness in delivering quality results and
insights.
Strategy
update
During Martin's first few weeks of joining the
Company, one of his first tasks as new CEO was to complete an
initial assessment of Oncimmune's strategic positioning as a team,
to relaunch our strategic priorities as well as establish our
mission and vision.
Our updated strategy was formally announced post
period end on 12 October 2023. We believe that Oncimmune's
previous focus on leveraging MSAs with larger pharma companies,
whilst successful in securing a number of these agreements, led the
Group to be vulnerable to delays in contracting and sample
delivery, which impacted on the ability to robustly forecast
revenue. The sale of Oncimmune Limited (including the EarlyCDT®
blood test business) to Freenome Holdings, Inc has allowed us to
refocus our efforts on the ImmunoINSIGHTS platform and scale this
business with additional commercial models, encompassing strategic
partnerships and value-based pricing. These should help us to
deliver a more robust, predictable and sustainable revenue stream
from FY2024 onwards.
We will continue to provide ImmunoINSIGHTS
service for our customers using a fee for service pricing model,
but aim to expand the business model by maximising the value of
MSAs already in place and exploring strategic opportunities in new
customer verticals, such as translational medicine and clinical
CROs.
Our mission at Oncimmune is to enable precision
medicine, by using our platform, together with our partners, to
discover novel biomarkers and drug targets and to predict the
efficacy of treatment. We are able to do this by deploying our
world class scientific team and our cutting-edge technology
platform, built on years of experience in the field. Our aim is to
make this an essential tool in drug discovery and development. Our
vision is to become the global experts in technology which enables
breakthroughs in precision medicine.
We would like to take this opportunity to extend
our sincere gratitude to our dedicated staff, suppliers, and loyal
customers for their continued support throughout the recent fiscal
period. Their commitment has been instrumental in bolstering our
performance amid the year's turbulent financial environment. We
also express appreciation to our shareholders for their steadfast
support in navigating uncertain market conditions and the Company's
transition during this period. Furthermore, we would like to thank
Oncimmune's Board and management team, recognising their
resourcefulness and resilience throughout the year.
EarlyCDT
sale
In May 2023, Oncimmune sold its wholly- owned
subsidiaries, Oncimmune Limited (including the CE-marked IVD
EarlyCDT Lung blood test, antibody platform and research and
development pipeline) and Oncimmune Europe GmbH to Freenome
Holdings, Inc. for a total of £13M.
The disposal of this business enabled Oncimmune
to refinance its debt with IPF Management SA ("IPF Partners") (the
"IPF Facility"), allowing us to refocus the business on
ImmunoINSIGHTS, primarily through Oncimmune's subsidiary, Oncimmune
Germany GmbH. Separately, Freenome have signed a long-term MSA,
under which Freenome will leverage the ImmunoINSIGHTS discovery
services for five years, with an initial fixed term of two years,
with option to extend for a further three years on the same
terms.
Signing the MSA between ImmunoINSIGHTS and
Freenome, in addition to the sale, adds Freenome as a new global
client alongside eight of the top 15 global pharma companies who
utilise the ImmunoINSIGHTS platform. This long-term agreement
recognises the inherent value of our platform to generate
actionable insights for therapy development as well as diagnostics
- further reinforcing our position as a trusted industry leader in
enabling precision medicine.
New business
model
Since acquiring our immune-profiling business in
March 2019, we have built a flexible multiplexing technology
platform, capable of processing tens of thousands of samples per
year, with a library of more than 9,000 antigens which have been
validated for use on the platform (some of which are proprietary to
Oncimmune) and a deep understanding of specific disease areas,
backed by academic publications and intellectual property. We have
worked for eight of the top 15 global pharma companies and have
become a qualified supplier with several long-term master services
agreements in place, generating repeat business.
During this period, we have successfully
delivered 50 commercial projects for 26 customers, eight of which
are the largest pharmaceutical companies by revenue. Our track
record has allowed us to amass a wealth of data, experimental
know-how, and refine statistical workflows across a number of
applications - we are now in a position to productise the
technology in multiple avenues without requiring significant
additional capital investment. As a result, we are now also
well-positioned to diversify the Company's business model,
expanding from a price-per-sample approach to more strategic
partnership models, similar to our long-term relationship with
Freenome. This may include co-development projects with upfront
project and milestone success fees, with pricing based on the value
generated by ImmunoINSIGHTS.
In addition to partnering with biopharma and
biotech companies, we intend to accelerate new commercial contracts
through strategic partnerships with both translational medicine
CROs focused on discovery and pre-clinical projects, and
traditional clinical CROs. This should enable us to reach through
to a wider customer base beyond our existing commercial
infrastructure.
Ultimately, this will allow us to expand our
scientific expertise in autoantibody analysis to venture into new
areas, such as predicting adverse events in immuno- oncology
therapies and developing companion diagnostics. We are also
planning to explore new areas in Central Nervous System disorders,
longevity and diabetes.
To support the execution of this new commercial
strategy, we have augmented and grown our commercial team. Key
hires have already been made in Europe and the US, with further
expansion planned in the short- and medium-term.
Progress
against strategy
After setting out our vision and strategic
priorities to the Company, we are pleased to provide the following
update on progress against the new strategy during FY2024 so
far:
·
Seven contracts have been signed for new projects, with
additional contracts having been approved by customers and expected
to be signed in Q2 FY2024.
·
Four of the contracts are with three global pharmaceutical
companies who were existing customers, demonstrating Oncimmune's
ability to consistently deliver high quality outputs and win repeat
business from key accounts. Two of the global pharmaceutical
companies have entered into long-term MSAs with us, with the third
indicating that it would like to discuss entering into an
MSA.
· The
fifth contract is with a new customer focused on high throughput
drug discovery, reflecting Oncimmune's ability to expand the
scientific application of its technology platform in line with its
strategy.
· The
sixth contract is with a new biotech customer, facilitated through
a global CRO. This signals a strong validation of our capacity to
effectively leverage CRO collaborations to grow and diversify our
customer base.
·
Certain of the new contracts signed cover projects in adverse
event prognosis and expanding the application of Oncimmune's
ImmunoINSIGHTS platform, similarly in line with the strategic
objectives previously set out.
·
Oncimmune intends to accelerate the generation of new
commercial contracts by offering its highly specialised services
through CROs, enabling it to reach through to a wider customer base
beyond its own direct commercial infrastructure. Discussions have
begun with several CROs, including translational medicine
(discovery and pre-clinical) and clinical trial focused
CROs.
Alistair
Macdonald
Chairman
Martin
Gouldstone
Director and Chief Executive Officer
FINANCE
DIRECTOR'S REVIEW
A summary of the financial highlights of the
12-month period ended 31 August 2023 compared to 15-month period
ended 31 August 2022:
·
Revenue for the period £2.1M (FY2022: £3.8M). Continuing
operations FY2023: £1.2M (FY2022: £2.3M). Discontinued operations
FY2023: £0.9M (FY2022: £1.5M).
·
Gross profit for the period £1.5M (FY2022: £1.8M). Continuing
operations FY2023: £0.8M (FY2022: £1.2M). Discontinued operations
FY2023: £0.7M (FY2022: £0.6M).
·
Share-based payment (credit)/charge £(1.2)M (FY2022: £1.7M).
Continuing operations FY2023: £(1.2)M (FY2022: £1.6M). Discontinued
operations FY2023: n/a (FY2022: £0.1M).
·
Gain on disposal £12.2M (FY2022: n/a).
·
Loss excluding disposal £8.1M (FY2022: n/a).
·
Administrative expenses £6.1M (FY2022: £8.7M). Continuing
operations FY2023: £5.0M (FY2022: £4.9M). Discontinued operations
FY2023: £1.1M, (FY2022: £3.8M).
·
Cash balance at period end £3.2M (FY2022: £1.4M).
·
Profit for the financial period £4.1M (FY2022: loss of
£11.4M). Continuing operations FY2023: loss of £6.2M (FY2022: loss
of £6.8M). Discontinued operations FY2023: income profit of £10.3M
(FY2022: loss of £4.6M).
· Net
debt of £2.1M (2022: net debt £9.2M) including lease
liabilities.
· Net
debt of £2.0M (2022: net debt £8.6M) excluding lease
liabilities.
· Net
cash inflow of £1.8M (FY2022: net cash outflow £(7.2)M).
For continuing operations, FY2023 is the
12-month period to 31 August 2023.
For discontinued operations, FY2023 is the
period starting 1 September 2022 and ending 19 May 2023.
FY2022 is the 15-month period to 31 August 2022
for both continuing and discontinued operations.
Revenues and
commercial progress
Revenue for the year to 31 August 2023, in
particular revenue from the ImmunoINSIGHTSTM business,
reflects the tight commercial conditions prevailing throughout the
global pharma support services sector. ImmunoINSIGHTS continued to
service its portfolio of global pharma customers, although it was
disappointing that the potential pipeline of commercial contracts
failed to materialise into signed projects. In some cases, these
project opportunities have been delayed and therefore it is
anticipated that they will be contracted in the future. The
EarlyCDT® business was sold during the year and therefore revenue
for the year reflects the absence of revenue for the period from
May to August 2023.
As outlined in the Chairman and Chief Executive
Officer's report, the sale of the EarlyCDT business has allowed the
Group to focus its entire resources on the ImmunoINSIGHTS business.
A rebuilding of the commercial team is underway which is resulting
in an encouraging increase in the commercial pipeline.
ImmunoINSIGHTS
During the year the ImmunoINSIGHTS business
signed 12 new contracts compared to 18 in the 15-month period to 31
August 2022. Nine of these contracts were for existing customers.
The current pipeline of potential new opportunities also reflects
the dominance of repeat business from existing customers wanting to
utilise the ImmunoINSIGHTS service.
In May 2023 ImmunoINSIGHTS signed a Master
Services Agreement ("MSA") with Freenome Holdings, Inc.
("Freenome"), under which Freenome will leverage the ImmunoINSIGHTS
discovery services business to further accelerate its pipeline for
multiple cancer diagnostics. The MSA contains a guaranteed
commitment by Freenome to purchase ImmunoINSIGHTS services worth at
least €1.14M per year. The MSA has an overall term of five years,
with a fixed initial term of two years and Freenome's option to
extend for a further three years on the same terms.
EarlyCDT
In May 2023 the Group sold its EarlyCDT
business, including the EarlyCDT Lung product, EarlyCDT platform
and autoantibody development business, based in Nottingham, to
Freenome for £13.0M (the "Sale"). The Sale was structured as
consideration for equity of £1.3M, which is being held in escrow
for 12 months in the event of any claim by Freenome against the
customary warranties and indemnity given to Freenome in the sale
and purchase agreement, and debt repayment of £11.7M.
Equity
fundraise
In December 2022, the Company completed an
equity fundraise, raising gross proceeds of £2.1M to provide the
Group with additional near-term working capital.
Debt
funding
In October 2022, the Group reprofiled its debt
banking facility (the "IPF Facility") with IPF Management SA ("IPF
Partners"). The new terms provided for the deferral of all
principal repayments until June 2024, no further issue of warrants
and the continued repayment of interest as from September 2023. An
arrangement fee of €1.5M had been agreed, which is payable at final
maturity of the debt, with up to 50% (€0.75M) of this fee able to
be offset against any warrants already issued to IPF
Partners.
In May 2023, the IPF Facility had an outstanding
principal balance of €11.6M. As part of the sale of the EarlyCDT
business, Oncimmune repaid €7.2M (being €5.6M of principal and
€1.6M of interest) of the outstanding IPF Facility. At the same
time, Oncimmune entered into a new debt facility (the "New IPF
Facility") for the outstanding €6.0M in principal from the previous
IPF Facility under which the principal amount is repayable over the
next three years. There is a principal repayments holiday for the
first 12 months, with interest commencing from September 2023 on
the same cash margin rate as in the previous IPF Facility.
Repayments under the New IPF Facility have been profiled such that
40% (or €2.4M) of the €6.0M facility will be repaid at the end of
the agreement in March 2026. No further warrants were issued to IPF
Partners in connection with the New IPF Facility.
The New IPF Facility is secured by fixed and
floating charges over the assets of Oncimmune and the shares in
Oncimmune Germany GmbH and may be repaid at any time, subject to an
early repayment fee. The interest rate is 9% per annum over
three-month EURIBOR (subject to a floor of 0%) and is payable
quarterly.
Commentary on
financial statements
Research and development activities in the year
were largely associated with the EarlyCDT business, and as such,
will be at lower levels within the ImmunoINSIGHTS business in the
forthcoming year.
For the 12 months to 31 August 2023, gross
profit was £1.5M.
Administrative expenses for the year were £6.1M
(2022: £8.7M). This reduction reflects an overall decrease in costs
as well as the removal of costs from the sale of the EarlyCDT
business and the costs associated with the restructuring of the
board and executive leadership team, announced in June and July
2023.
Cash balance at the end of the year was £3.2M
(2022: £1.4M) and net debt was £2.1M including lease liabilities
(2022: net debt £9.2M), with net debt of £2.0M excluding lease
liabilities (2022: net debt £8.6M).
Having joined Oncimmune in September 2023 at the
start of the new financial year, I would like to acknowledge the
input provided by Matthew Hall, former CFO, in preparing the Annual
Report and Accounts for the year to 31 August 2023.
Martin
Hudson
Finance Director
Consolidated statement of
comprehensive income
For
the year ended 31 August 2023
|
|
Year
to
31
August
|
15-month
period
to
31
August
|
|
|
2023
|
2022
(restated)
|
|
|
£'000
|
£'000
|
|
|
Total
|
Total
|
Continuing operations
|
|
|
|
Revenue
|
|
1,152
|
2,316
|
Cost of sales
|
|
(360)
|
(1,119)
|
|
|
|
|
Gross profit/(loss)
|
|
792
|
1,197
|
|
|
|
|
|
|
|
|
Research and development
expenses
|
|
(1,255)
|
(988)
|
Administrative expenses
|
|
(4,961)
|
(4,866)
|
Share-based payment
credit/(charge)
|
|
1,182
|
(1,636)
|
|
|
|
|
Total administrative expenses
|
|
(5,034)
|
(7,490)
|
|
|
|
|
Other income
|
|
318
|
6
|
|
|
|
|
Operating loss
|
|
(3,924)
|
(6,287)
|
|
|
|
|
|
|
|
|
Finance income
|
|
-
|
8
|
Finance costs
|
|
(2,004)
|
(299)
|
Finance costs - net
|
|
(2,004)
|
(201)
|
|
|
|
|
Loss before income tax from
continuing operations
|
|
(5,928)
|
(6,578)
|
Income tax charge
|
|
(223)
|
(261)
|
|
|
|
|
Loss
for the financial year/period from continuing
operations
|
|
(6,151)
|
(6,839)
|
|
|
|
|
Discontinued operations
|
|
|
|
Profit(loss) after tax for the
year/period from discontinued operations
|
|
10.255
|
(4,547)
|
Profit/(loss) for the year/period
|
|
4,104
|
(11,386)
|
Other comprehensive income
|
|
|
|
Items that may be subsequently
reclassified to profit or loss, net of tax
|
|
|
|
Currency translation differences from
continuing operations
Currency translation differences from
discontinued operations
|
|
(158)
-
|
20
(150)
|
|
|
|
|
|
|
|
|
Total comprehensive income/(loss) for the year/period
attributable to equity holders
|
|
3,946
|
(11,516)
|
|
|
|
|
Basic and diluted loss per share
(pence) on continuing operations
|
|
(8.47)p
|
(9.91)p
|
Basic and diluted income/(loss) per
share (pence) on discontinued operations
|
|
14.13p
|
(6.58)p
|
Basic and diluted income/(loss) per
share (pence) on continuing & discontinued
operations
|
|
5.66p
|
(16.49)p
|
|
|
|
|
|
|
|
| |
All activities of the Group in the
current and prior periods are classed as continuing. All of the
comprehensive income for the period is attributable to the
shareholders of Oncimmune Holdings Plc.
The notes contained in the Annual
Report form an integral part of these consolidated financial
statements.
Consolidated statement of financial
position
As
at 31 August 2023
|
|
|
Audited
31 August
|
Audited
31
August
|
|
|
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Goodwill
|
|
|
1,578
|
1,578
|
Intangible assets
|
|
|
483
|
3,017
|
Property, plant and
equipment
|
|
|
471
|
788
|
Right-of-use assets
|
|
|
120
|
552
|
Deferred tax asset
|
|
|
219
|
613
|
|
|
|
2,871
|
6,548
|
|
|
|
|
|
Current assets
|
|
|
|
|
Inventories
|
|
|
235
|
430
|
Trade and other
receivables
|
|
|
1,959
|
1,340
|
Contract assets
|
|
|
162
|
417
|
Cash and cash equivalents
|
|
|
3,209
|
1,425
|
|
|
|
5,565
|
3,612
|
|
|
|
|
|
Total assets
|
|
|
8,436
|
10,160
|
|
|
|
|
|
Equity
|
|
|
|
|
Capital and reserves attributable to the equity
holders
|
|
|
|
|
Share capital
|
|
|
741
|
695
|
Share premium
|
|
|
42,683
|
40,634
|
Merger reserve
|
|
|
1,095
|
31,882
|
Foreign currency translation
reserve
|
|
|
(223)
|
(42)
|
Own shares
|
|
|
-
|
(1,926)
|
Retained earnings
|
|
|
(43,639)
|
(75,422)
|
|
|
|
|
|
Total equity
|
|
|
657
|
(4,179)
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Deferred tax
|
|
|
104
|
311
|
Lease liability
|
|
|
57
|
295
|
Borrowings
|
|
|
4,912
|
3,917
|
Other liabilities
|
|
|
1,284
|
2,000
|
|
|
|
6,357
|
6,523
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
|
894
|
1,176
|
Contract liabilities
|
|
|
196
|
180
|
Other statutory
liabilities
|
|
|
-
|
34
|
Lease liability
|
|
|
74
|
321
|
Borrowings
|
|
|
258
|
6,105
|
|
|
|
1,422
|
7,816
|
|
|
|
|
|
Total liabilities
|
|
|
7,779
|
14,339
|
|
|
|
|
|
Total equity and liabilities
|
|
|
8,436
|
10,160
|
Martin Gouldstone
Director and Chief Executive
Officer
The notes contained in the Annual
Report form an integral part of these consolidated financial
statements.
The financial statements were
approved by the Board on 28 February 2024.
Company registration number: 09818395
(England and Wales)
Consolidated statement of changes
in equity
For the year ended 31 August
2023
Share capital
|
Share
premium
|
Merger
reserve
|
Foreign currency translation reserve
|
Own shares
|
Retained
earnings
|
Total
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
As at 1 June
2021
691
|
40,497
|
31,882
|
88
|
(1,926)
|
(66,005)
|
5,227
|
|
|
|
|
|
|
|
Loss for
the period
-
|
-
|
-
|
-
|
-
|
(6,839)
|
(6,839)
|
Other
comprehensive income:
|
|
|
|
|
|
|
Currency translation differences
-
|
-
|
-
|
(130)
|
-
|
-
|
(130)
|
Total
comprehensive expense
-
|
-
|
-
|
(130)
|
-
|
(6,839)
|
(6,969)
|
Discontinued operations
-
|
-
|
-
|
-
|
-
|
(4,547)
|
(4,547)
|
Transactions with owners:
|
|
|
|
|
|
|
Options exercised
4
|
137
|
-
|
-
|
-
|
-
|
141
|
Warrants issued
-
|
-
|
-
|
-
|
-
|
278
|
278
|
Share option charge
-
|
-
|
-
|
-
|
-
|
1,691
|
1,691
|
As at 31 August
2022
695
|
40,634
|
31,882
|
(42)
|
(1,926)
|
(75,422)
|
(4,179)
|
|
|
|
|
|
|
|
Loss for
the year
-
|
-
|
-
|
-
|
-
|
(6,151)
|
(6,151)
|
Other
comprehensive income:
|
|
|
|
|
|
|
Currency
translation differences
-
|
-
|
-
|
(158)
|
-
|
-
|
(158)
|
Total
comprehensive income/(expense)
-
|
-
|
-
|
(158)
|
-
|
(6,151)
|
(6,309)
|
Exchange
differences on discontinued
operations
-
|
-
|
-
|
(23)
|
-
|
-
|
(23)
|
Discontinued operations
-
|
-
|
-
|
-
|
-
|
10,255
|
10,255
|
Transactions with owners:
|
|
|
|
|
|
|
Reserves relating to discontinued
operations
-
|
-
|
(30,787)
|
-
|
1,926
|
28,861
|
-
|
Shares issued
46
|
2,049
|
-
|
-
|
-
|
-
|
2,095
|
Share option credit
-
|
-
|
-
|
-
|
-
|
(1,182)
|
(1,182)
|
As at 31 August
2023
741
|
42,683
|
1,095
|
(223)
|
-
|
(43,639)
|
657
|
The notes contained
in the Annual Report form an integral part of these
consolidated financial statements.
Consolidated statement of cash flows
For
the period ended 31 August 2023
|
|
|
Year to
31
August
|
15-month
period to
31
August
|
|
|
|
2023
|
2022
(restated)
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
Cash
flows from operating activities
|
|
|
|
|
Income/(loss) before income tax from
continuing operations
|
|
|
(5,928)
|
(6,578)
|
Income/(loss) before income tax from
discontinued operations
|
|
|
10,255
|
(4,981)
|
Income/(loss) before income
tax
|
|
|
4,327
|
(11,559)
|
|
|
|
|
|
Adjusted by:
|
|
|
|
|
Depreciation and
amortisation
|
|
|
981
|
1,643
|
Share-based payment
(credit)/charge
|
|
|
(1,182)
|
1,691
|
Interest receivable
|
|
|
-
|
(8)
|
Interest expense
|
|
|
2,954
|
1,562
|
Gain on sale of discontinued
operations
Gain on lease modification
|
|
|
(12,160)
(47)
|
-
-
|
Changes in working
capital:
|
|
|
|
|
Decrease/(increase) in
inventories
|
|
|
158
|
(287)
|
Decrease in trade and other
receivables
|
|
|
50
|
629
|
(Decrease)/increase in trade and
other payables
|
|
|
(231)
|
363
|
|
|
|
|
|
Cash
used in operating activities
|
|
|
(5,150)
|
(6,692)
|
|
|
|
|
|
Interest paid
|
|
|
(1,635)
|
(597)
|
Interest received
|
|
|
-
|
8
|
Income tax (paid)/received
|
|
|
(6)
|
409
|
|
|
|
|
|
Net
cash used in operating activities
|
|
|
(6,791)
|
(6,872)
|
|
|
|
|
|
Cash flows from investing
activities
|
|
|
|
|
Purchase of property, plant and
equipment
|
|
|
(31)
|
(306)
|
Proceeds on sale of property, plant
and equipment
|
|
|
39
|
-
|
Purchase of intangible
assets
|
|
|
-
|
(625)
|
Settlement of liabilities assumed by
acquirer on disposal
|
|
|
11,700
|
-
|
Net cash generated from/(used in)
investing activities
|
|
|
(125)
|
-
|
|
|
|
|
|
Net
cash from/(used in) investing activities
|
|
|
11,583
|
(931)
|
|
|
|
|
|
Cash flows from financing
activities
|
|
|
|
|
Net funds raised through share
issues
|
|
|
2,095
|
141
|
Loan advances
|
|
|
-
|
2,546
|
Loan repayments
|
|
|
(4,885)
|
(1,643)
|
Principal elements of lease
repayments
|
|
|
(225)
|
(392)
|
|
|
|
|
|
Net
cash (used in)/generated from financing
activities
|
|
|
(3,015)
|
652
|
|
|
|
|
|
Net
(decease)/increase in cash and cash equivalents
|
|
|
1,777
|
(7,151)
|
Movement in cash attributable to
foreign exchange
|
|
|
7
|
(55)
|
|
|
|
|
|
Cash and cash equivalents at the
beginning of the year/period
|
|
|
1,425
|
8,631
|
|
|
|
|
|
Cash
and cash equivalents at the end of the
year/period
|
|
|
3,209
|
1,425
|
|
|
|
|
|
The notes contained in the Annual
Report form an integral part of these consolidated financial
statements.
1.
General information
Oncimmune Holdings Plc (the
"Company") is a limited company incorporated and domiciled in
England and Wales. The registered office of the company is 1 Park
Row, Leeds, LS1 5AB. The registered company number is
09818395.
The Group's principal activity is
the development and commercialisation of technologies that enable
cancer diagnosis.
The Directors of Oncimmune Holdings
Plc are responsible for the financial information and contents of
the financial information.
Electronic communications
The Company is not proposing to
distribute hard copies of the financial statements for the year to
31 August 2023 unless specifically requested by individual
shareholders. An electronic copy of the Annual Report will be
available on the Company's website later today.
The Board believes that by utilising
electronic communication it delivers savings to the Company in
terms of administration, printing and postage, and environmental
benefits through reduced consumption of paper and inks, as well as
speeding up the provision of information to
shareholders.
News updates, Regulatory News and
Financial statements can be viewed and downloaded from the
Company's website, www.oncimmune.com. Copies can also be requested
from; The Company Secretary, Oncimmune Holdings plc, 1 Park Row,
Leeds, LS1 5AB or by email: contact@oncimmune.com
2.
Accounting policies
The principal accounting policies
applied in the preparation of the consolidated financial
information are set out below. These policies have been
consistently applied to all periods presented, unless otherwise
stated. The financial statements are for the Group consisting of
Oncimmune Holdings Plc and its subsidiaries.
Basis of preparation
The Group has prepared its
consolidated financial statements in accordance with UK-adopted
international accounting standards.
The financial statements have been
prepared on a historical cost basis, except certain financial
assets and liabilities which are measured at fair value.
The Company was incorporated on 9
October 2015 and was re-registered as a public limited company on
14 December 2015. On 23 November 2015, a Group reorganisation was
completed, by means of a share for share exchange, as a result of
which the newly incorporated company, Oncimmune Holdings plc,
became the parent company of the Group.
The companies involved in the above
share for share exchange had not previously been presented in the
consolidated financial statements of a single legal entity.
However, the underlying business was ultimately controlled and
managed by the same parties before and after the share for share
exchange, and that control was not transitory. The transactions
outlined above, therefore, met the definition of a common control
transaction in accordance with IFRS 3 Business
Combinations.
IFRS does not provide any specific
guidance on accounting for common control transactions and IFRS 3
excludes common control transactions from its scope; therefore, the
Directors had selected an accounting policy in accordance with
paragraphs 10-12 of IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors. Prior to the disposal of the
subsidiaries as discussed in Note 33 in the Annual Report, the
consolidated financial statements have been prepared as if
Oncimmune Limited and its subsidiaries had been held by Oncimmune
Holdings plc from inception, and the results and position of
Oncimmune Limited have been reflected in the
comparatives.
The preparation of financial
statements in accordance with IFRS requires the use of certain
critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's
accounting policies. The areas involving a high degree of judgement
or complexity, or areas where assumptions and estimates are
significant to the consolidated financial statements, are disclosed
in Note 3 in the Annual Report.
The reporting period for this set of
financial statements is the 12-month period to 31 August 2023.
Generally pharmaceutical companies' year ends are 31 December, and
so they start January with a new budget. An August year end allows
the Group to win contracts in the first six months of each calendar
year and recognise the majority of the revenue. As the preceding
period (the period to 31 August 2022) is three months longer than
the current period, the amounts presented in these financial
statements are not directly comparable.
The consolidated financial
statements are presented in Sterling and have been rounded to the
nearest thousand (£'000).
Principles of consolidation and equity
accounting
Subsidiaries are entities over which
the Group has control. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those
returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control
is transferred to the Group. They are deconsolidated from the date
that control ceases.
The Group uses the acquisition
method of accounting to account for business
combinations.
Inter-company transactions, balances
and unrealised gains and losses on transactions between Group
companies are eliminated. Accounting policies of subsidiaries have
been changed where necessary, to ensure consistency with the
policies adopted by the Group.
Where a Group company has acquired
an investment in a subsidiary undertaking and applies merger
relief, under section 612 of the Companies Act 2006, the difference
between the nominal value and fair value of the shares issued is
credited to the merger reserve.
Discontinued operations
Discontinued operations are excluded
from the results of continuing operations and are presented as a
single amount as profit or loss after tax from discontinued
operations in the consolidated statement of comprehensive
income.
Additional disclosures are provided
in Note 33 in the Annual Report. All other notes to the
consolidated financial statements include amounts for continuing
operations, unless indicated otherwise.
Going concern
The Group has prepared the 2023
financial statements on a going concern basis. In preparing the
accounts on a going concern basis, the Directors have considered a
forecast for the period to 31 March 2025, which includes the impact
of the Group's debt obligations, which are described below (base
case scenario). The base case scenario assumes cash from contracts
with customers for the forecast period being a mix of contracted
amounts, contracts currently under negotiation, repeat business
from already contracted work and contracts from as yet unidentified
opportunities. The base case also assumes that the Group will
receive the sum of £1.3M in May 2024, which is currently held in
escrow related to the disposal of Oncimmune Limited, as also
detailed further below. It is assumed under the base case scenario
that budgeted operating costs are sufficient to support the
forecast revenue without the need for material additional cost
increases.
In respect of the Group's funding
position, the Group continues to have a credit facility with IPF
Management SA ("IPF Facility" and "IPF Partners" respectively). As
at 31 August 2023, the outstanding principal value of the IPF
Facility was €6.0M. Interest payments commenced from September 2023
and principal repayments begin in June 2024. Repayments under the
IPF Facility have been profiled such that 40% (or €2.4M) of the
€6.0M facility will be repaid at the end of the agreement in March
2026. An arrangement fee of €1.5M has been agreed which is payable
at final maturity of the debt, with up to 50% (€0.75M) of this fee
able to be offset against any warrants exercised by IPF Partners.
As is customary with a debt facility such as this, there is a cash
covenant requiring the Group to maintain nine months of cash. To
monitor compliance with the terms of the IPF Facility, the
Directors review monthly management accounts. The base case does
not result in breaches of the cash covenant with IPF Partners in
the period under consideration.
As part of its disposal of Oncimmune
Limited to Freenome Holdings, Inc. in May 2023, the Group agreed
that the proceeds of £1.3M be held in escrow for 12 months as
security against contractual obligations. Such arrangements are
common in disposal transactions of this type. Although the
Directors do not anticipate any material claims against the escrow
funds and therefore expect the funds to be released to the Group in
May 2024, a severe but plausible downside case was also considered.
This severe but plausible downside case modelled lower order intake
than the base case, and the absence of escrow funds being received.
The Directors are satisfied that, in this unlikely scenario, the
Group has sufficient headroom and mitigations to continue
operating.
Based on the above, the Directors
have a reasonable expectation that the Group has adequate resources
to continue in operational existence for the foreseeable future.
For these reasons, they continue to adopt the going concern basis
in preparing the Annual Report and Accounts.