TIDMN4P
RNS Number : 0516B
N4 Pharma PLC
29 September 2022
29 September 2022
N4 Pharma Plc
("N4 Pharma" or the "Company")
Interim Results
N4 Pharma Plc (AIM: N4P), the specialist pharmaceutical company
developing Nuvec(R), a novel delivery system for vaccines and
cancer treatments, announces its unaudited interim results for the
six months ended 30 June 2022.
Highlights:
-- Exciting opportunities identified for progression into phase
1 clinical trials in oncology and siRNA delivery.
-- Studies conducted with Nanomerics to evaluate the potential
of Nuvec(R) as a nano-carrier of a DNA plasmid expressing
TNFalpha ("TNF"), a cytokine with immune-modulating properties
against tumours, demonstrated a significant inhibition of
tumour growth derived from a human cell line.
-- Positive preliminary results from ongoing oral studies undertaken
at the University of Queensland showing Nuvec(R) delivered
orally has transfected cells in the small intestine.
-- Nuvec(R) patents granted in the US and China. Company now
has strong IP protection in key territories around the world.
-- Reduced operating loss for the period GBP750,102 (30 June
2021: GBP973,216) and R&D and general expenditure in line
with budget.
-- Cash position remains strong which at 30 June 2022 was GBP1,579,948
(31 December 2021: GBP1,784,024), again in line with budget.
Nigel Theobald, Chief Executive Officer of N4 Pharma Plc,
commented:
"We have continued to make excellent progress in the period and
have refined our focus in line with changing market conditions to
provide us with the best opportunities to progress Nuvec(R) into
the clinic. Cash expenditure has been tightly controlled to allow
us to maximise outcomes whilst preserving our cash resource as far
as possible. I look forward with optimism to the excellent progress
we have made continuing throughout the remainder of the financial
year."
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 which has been
incorporated into UK law by the European Union (Withdrawal) Act
2018. Upon the publication of this announcement via Regulatory
Information Service, this inside information is now considered to
be in the public domain.
Enquiries:
N4 Pharma Plc Via IFC Advisory
Nigel Theobald, CEO
Luke Cairns, Executive Director
SP Angel Corporate Finance LLP Tel: + 44 (0)20 3470 0470
Nominated Adviser and Joint Broker
Matthew Johnson/Caroline Rowe (Corporate
Finance)
Vadim Alexandre/Rob Rees (Corporate
Broking)
Turner Pope Investments (TPI) Limited Tel: +44 (0)20 3657 0050
Joint Broker
Andy Thacker
IFC Advisory Limited Tel: +44 (0)20 3934 6630
Financial PR
Graham Herring
Zach Cohen
About N4 Pharma
N4 Pharma is a specialist pharmaceutical company developing a
novel delivery system for vaccines and cancer treatments using its
unique silica nanoparticle delivery system called Nuvec(R).
N4 Pharma's business model is to partner with companies
developing novel antigens for vaccines and cancer treatments to use
Nuvec(R) as the delivery vehicle to get their antigen into cells to
express the protein needed for the required immunity. As these
products progress through pre clinical and clinical programs, N4
Pharma will seek to receive upfront payments, milestone payments
and ultimately royalty payments once products reach the market.
Chairman's Statement
Half year results
I am pleased to report that in the six months ended 30 June
2022, the operating loss for the period was GBP750,102 (30 June
2021: GBP973,216) and in line with planned expenditure.
Our cash balance at 30 June 2022 was GBP1,579,948 (31 December
2021: GBP1,784,024), again in line with budget.
Operational update
Following the significant data accumulated in the preceding
periods in respect of the potential for the use of Nuvec(R) in DNA
vaccines, the Company's focus for 2022 was fourfold:
-- to expand its knowledge around Nuvec(R) in oncology and gene therapy;
-- to undertake more substantive studies into the potential of Nuvec(R) loaded with SiRNA;
-- to support the University of Queensland in its oral studies using Nuvec(R);
-- Ongoing work under the Material Transfer Agreement ("MTA").
Market Background
The market for vaccine development has shown considerable change
over the last few years, mainly due to the arrival of Covid 19 and
the rapid acceleration into the market of vaccines, including novel
mRNA vaccines to treat this disease. The speed of development and
approval was unsurpassed by any other area and, as a consequence,
companies chose to use their existing delivery systems, albeit with
some potential issues and side effects, but the need for rapid
vaccine development offset any such concerns. This meant that novel
technologies like Nuvec(R), which have huge potential in this
space, found it hard to get into development pipelines alongside
existing systems.
On top of this, covid vaccine development attracted much of the
available funding in this space and many companies which had
initiated very expensive development programmes found these
programmes were no longer needed as the established two or three
vaccines dominated this space, leaving little room for other
products.
This has led to one of the most challenging periods in biotech
development for most companies, with many now looking to reassess
how they are best placed in this new environment.
Whilst the Company has been impacted by this rapidly changing
environment, the versatility of our Nuvec(R) delivery system still
leaves us very well placed as major biotechs reassess their plans
and switch to develop novel RNA products both for vaccines and
importantly cancer and gene therapy.
Having done a lot of proof of concept work showing antibody
production using Nuvec(R) and how Nuvec(R) can be formulated to
produce a monodisperse formulation it became clear that the Company
would not be able to get any products into the clinic without a
collaborative partner and the changing focus of the major biotechs
meant the Company needed to look at how Nuvec(R) would work in
areas these companies were now focusing on.
That said, the Company has not stopped its work in vaccines. The
Company will continue to look for MTA opportunities in this space
as any product being developed for a vaccine is going to need a lot
of formulation development. Because the Company cannot take
relevant generic vaccines into the clinic itself without
significantly increased expenditure, we have decided to focus our
development work on oncology and siRNA delivery as these sectors
have proven clinical models the Company can access and also because
Nuvec(R) can be used to work with generic siRNA and plasmids
capable of being used in phase 1 clinical trials.
There are over 300 companies working in this space with 106
clinical trials already in place using siRNA. This focus has two
clear advantages: the Company has a wider audience and the number
of compounds it can use to collaborate with provide the opportunity
to get into the clinic much more rapidly than if we focus purely on
vaccines.
The Company therefore decided to start working with intravenous
injection (which it could now do having solved how to produce a
monodisperse formulation) and to investigate both how it works as a
tumour suppressant and how it works in delivering siRNA.
We are very excited by the potential for this work.
Oncology work
The first part of 2022 saw the Company focus on an oncology work
programme with Medicines Discovery Catapult ("MDC") to follow up
the successful studies undertaken last year where Nuvec(R) was used
as a nano-carrier of a DNA plasmid expressing TNF which had
demonstrated a significant inhibition of tumour growth derived from
a human cell line. Having established that Nuvec(R) could deliver
an appropriate biological load, the work at MDC was to help
determine the mechanism of action that produced the tumour
suppression. Amongst other things, it was to seek to identify
whether the Nuvec(R) loaded with TNF was directly taken up within
the tumour or whether other organs took up the Nuvec(R) and
produced the TNF and then released it systemically to suppress the
tumour.
The result of the MDC study again showed clear tumour
suppression with 10ug of TNF loaded onto Nuvec(R) which,
positively, was a lower dose than used in previous studies. It also
became clear that formulation is pivotal to every study as the
higher dose preparation was sub-optimal, due to some observed
agglomeration resulting in data unable to be obtained.
The Biochemical analysis of the 10ug arm of the study confirmed
an increase in circulating plasma TNF levels. It indicated that
tissues including the liver and the tumour cells may have been
responsible for the transfection with the TNF plasmid and
subsequent release of TNF-alpha into the circulation to suppress
the tumour. The resulting data indicated that the most appropriate
use of Nuvec(R) in the oncology field will likely be to combine it
with one or more nucleic acids alongside a targeting ligand to
allow specific cancer cells to be targeted.
TNF was chosen as a proof of concept compound to show the
ability of Nuvec(R) to achieve tumour suppression and given this
systemic response it means that TNF itself would not be the best
compound to do further work in this space yet the successful tumour
suppression seen using this has been excellent validation of
Nuvec(R) as an i.v. solution for oncology.
siRNA
Having historically evaluated the potential of Nuvec(R) to carry
DNA and mRNA, experiments in the period were undertaken to show
that Nuvec(R) could also be loaded with siRNA and maintain a
colloidally stable formulation. Since period end and as announced
on 14 September 2022 the Company has shown the successful loading
of Nuvec(R) with two different generic siRNA probes, GFP (Green
Fluorescent protein) and EHMT-2 (Euchromatic Histone Lysine
Methyltransferase 2) and both of which were shown to be easy to
load and produce a monodisperse formulation and successful in
meeting their respective endpoints of silencing the particular
gene.
The Company has now completed initial testing on loading
Nuvec(R) with both these siRNA probes, GFP and EHMT-2 at the same
time. Our next step will be to test in vitro that the particle with
combined siRNA is still able to meet both their respective gene
silencing endpoints, as previously demonstrated with singular
loading.
Following this work on TNF and initial siRNA compounds, the
Company has undertaken a review of where it believes it will likely
get greatest traction to allow a commercial license deal to be
agreed.
After the development of successful mRNA vaccines as highlighted
in the 'Market Background' section above, major companies in this
space now appear to be focusing future development on gene therapy
treatments using, in particular, siRNA to silence identified
pathways involved in cancer. Given the pre-clinical status of
Nuvec(R) the Company believes that focusing its work on loading
more than one siRNA sequence onto the same nanoparticle will result
in silencing of complementary pathways leading to an increased
therapeutic response and establish a significant differential in
this marketplace.
Having established the capability of Nuvec(R) to carry two siRNA
simultaneously and assuming the combination still provides a
functional response, the Company is undertaking a series of
experiments over the coming months using two siRNA sequences
directed against known, and clinically validated, oncology targets.
Specifically, the targets are the EGFR signalling pathway, which
regulates cell cycle progression and BCl-2, which regulates
apoptosis. Silencing of the EGFR will inhibit cell division while
silencing BCl-2 will promote apoptosis and the potential for
additive or synergistic effects will be explored. Initial studies
will be conducted in vitro using a PC9 lung cancer cell line and
this will be followed by in vivo studies in xenograft tumours of
the same cell line.
Successful completion of this work will give strong clinical
validation for using Nuvec(R) in this space and will be presented
to collaboration partners who have their own siRNA in early
clinical development with a view to licensing Nuvec(R)
The Company believes this is the most appropriate way to
commercialise Nuvec(R)
Oral Studies at the University of Queensland ("UQ")
During the period UQ has, utilising the grant funding obtained
by N4 Pharma and UQ, pursued the longer term study on oral
applications for Nuvec(R). Early results were promising with UQ
successfully demonstrating via an in vivo pre-clinical study that
Nuvec(R) loaded with a red fluorescent protein (mCherry) DNA and
formulated and administered in capsules was able to successfully
transfect cells in the small intestine. Whilst this first study was
limited in scope this is a significant step in establishing how
Nuvec(R) could be delivered orally.
The next step in this work is for UQ to repeat the success of
this in vivo study which the Company understands will be undertaken
soon.
MTA
As announced in the results for the year ended 31 December 2021,
due to the strict confidentiality around MTAs, we have decided to
only announce further MTAs when able to without restrictions of
confidentiality or in respect of a defined commercial agreement.
With regard to the MTA previously announced, work remains ongoing
but the degree of progress is largely determined by our partner's
own R&D work and drug launches.
Going Forward
As outlined above, whilst we continue to seek partners to work
with based on the data accumulated to date utilising DNA plasmids
with Nuvec(R) for oncology and vaccines, the focus of our
controllable R&D spend will be both on siRNA loaded onto
Nuvec(R) and building on the encouraging data obtained to date. In
the background, we are keeping a keen eye on developments at UQ
with the oral work, which could be hugely significant if
successful. We also remain open to acquiring additional assets.
Intellectual Property
In January of this year, we were pleased to announce that the UQ
had informed the Company that it had been notified by the US Patent
Attorney of the granting of its patent application in relation to
Nuvec(R) in the United States and that the Chinese authorities had
granted a patent in China. The granting of patents in these two
large markets, together with those previously granted, gives the
Company strong intellectual property protection in key territories
around the world, a vital component for potential licensing
deals.
Outlook and strategy
Our strategy remains unchanged - to generate sufficient proof of
concept data with a view to attracting large pharma and biotech
partners to enter into collaborations with us to explore using
Nuvec(R) as their chosen delivery system to get products into
clinic. What is clear is that the formulation is different for each
plasmid and a critical path when working with any new plasmids. The
early results from our siRNA work is extremely encouraging and if,
as we hope, results continue to be positive, this would indicate
that we are significantly closer to a breakthrough point for
Nuvec(R) in achieving commerciality.
We have remained extremely prudent in our R&D and general
expenditure. There is almost unprecedented economic uncertainty at
the moment which has undoubtedly impacted our share price. Markets
in general have been hit badly and N4 Pharma has been no exception.
Whilst, as a pre revenue business, it is almost inevitable we will
at some point need to access further funding be it from grants,
equity markets or other means, I want to assure shareholders that
we remain well funded, certainly for our medium term needs.
On behalf of the Board, I would like to thank all of our
shareholders for their continued support and look forward to
providing further updates on our progress.
John Chiplin
Chairman
29 September 2022
N4 Pharma Plc and its controlled entities
Condensed Consolidated Interim Statement of Comprehensive Income
(unaudited) for the six months ended 30 June 2022
Six months Six months Twelve months
to 30 June to 30 June to 31 December
2022 2021 2021
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
------------ ------------ ----------------
Expenses
Research and development
costs (411,417) (602,927) (1,179,425)
General and administration
costs (338,019) (367,701) (663,865)
Operating loss for the
period (749,436) (970,628) (1,843,290)
Finance (expenditure)/income (666) (2,588) 677
Loss for the period before
tax (750,102) (973,216) (1,842,613)
Taxation - - 298,267
Loss for the period after
tax (750,102) (973,216) (1,544,346)
Other comprehensive income -
net of tax - -
Total comprehensive loss for
the period attributable to equity
owners of N4 Pharma Plc (750,102) (973,216) (1,544,346)
===================================== ============ ============ ================
Loss per share attributable to owners of
the parent
Weighted average number
of shares:
Basic 181,080,349 181,080,349 181,080,349
Diluted 181,080,349 184,137,774 181,080,349
Basic loss per share (0.41p) (0.54p) (0.85p)
Diluted loss per share (0.41p) (0.53p) (0.85p)
All activities derive from continuing operations.
The notes below form an integral part of these financial
statements.
N4 Pharma Plc and its controlled entities
Condensed Consolidated Interim Statement of Financial Position
(unaudited) for the six months ended 30 June 2022
Notes 30 June 30 June 31 December
2022 2021 2021
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
------------- ------------- -------------
Assets
Current assets
Trade and other receivables 27,804 273,097 558,359
Cash and cash equivalents 1,579,948 2,542,680 1,784,024
1,607,752 2,815,777 2,342,383
Total Assets 1,607,752 2,815,777 2,342,383
------------------------------ ------ ------------- ------------- -------------
Liabilities
Current liabilities
Trade and other payables (158,157) (74,284) (184,820)
Accruals and deferred income (62,612) (49,043) (27,910)
------------------------------ ------ ------------- ------------- -------------
Total assets less current
liabilities 1,386,983 2,692,450 2,129,653
------------------------------ ------ ------------- ------------- -------------
Net Assets 1,386,983 2,692,450 2,129,653
------------------------------ ------ ------------- ------------- -------------
Equity
Share capital 4 8,995,146 8,995,146 8,995,146
Share premium 5 13,945,602 13,945,602 13,945,602
Share option reserve 6 87,387 71,622 79,955
Reverse acquisition reserve 5 (14,138,244) (14,138,244) (14,138,244)
Merger relief reserve 5 279,347 279,347 279,347
Retained earnings (7,782,255) (6,461,023) (7,032,153)
------------------------------ ------ ------------- ------------- -------------
Total Equity 1,386,983 2,692,450 2,129,653
------------------------------ ------ ------------- ------------- -------------
N4 Pharma Plc and its controlled entities
Condensed Consolidated Interim Statement of Changes in Equity
(unaudited) for the six months ended 30 June 2022
(i) Six months
ended 30 June
2022 - Unaudited
---------- ----------- --------- ------------- ---------------- ------------ -------------
Share Share Share Reverse Merger Retained Total Equity
Capital Premium Option Acquisition Relief Reserve Earnings
Reserve Reserve
GBP GBP GBP GBP GBP GBP GBP
---------- ----------- --------- ------------- ---------------- ------------ -------------
Balance at 1
January 2022 8,995,146 13,945,602 79,955 (14,138,244) 279,347 (7,032,153) 2,129,653
Total comprehensive
loss for
the period - - - - - (750,102) (750,102)
Share option
reserve - - 7,432 - - - 7,432
At 30 June 2022 8,995,146 13,945,602 87,387 (14,138,244) 279,347 (7,782,255) 1,386,983
(ii) Six months
ended 30
June 2021 -
Unaudited
---------- ----------- --------- ------------- ---------------- ------------ -------------
Share Share Share Reverse Merger Retained Total Equity
Capital Premium Option Acquisition Relief Reserve Earnings
Reserve Reserve
GBP GBP GBP GBP GBP GBP GBP
---------- ----------- --------- ------------- ---------------- ------------ -------------
Balance at 1
January 2021 8,995,146 13,945,602 63,290 (14,138,244) 279,347 (5,487,807) 3,657,334
Total comprehensive
loss for
the period - - - - - (973,216) (973,216)
Share option
reserve - - 8,332 - - - 8,332
At 30 June 2021 8,995,146 13,945,602 71,622 (14,138,244) 279,347 (6,461,023) 2,692,450
N4 Pharma Plc and its controlled entities
Condensed Consolidated Interim Statement of Changes in Equity
(unaudited) for the six months ended 30 June 2022 (continued)
(iii) Twelve months
ended
31 December 2021 -
Audited
---------- ----------- --------- ------------- ---------------- ------------ -------------
Share Share Share Reverse Merger Retained Total Equity
Capital Premium Option Acquisition Relief Reserve Earnings
Reserve Reserve
GBP GBP GBP GBP GBP GBP GBP
---------- ----------- --------- ------------- ---------------- ------------ -------------
Balance at 1
January 2021 8,995,146 13,945,602 63,290 (14,138,244) 279,347 (5,487,807) 3,657,334
Total comprehensive
loss for
the year - - - - - (1,544,346) (1,544,346)
Share option
reserve - - 16,665 - - - 16,665
At 31 December 2021 8,995,146 13,945,602 79,955 (14,138,244) 279,347 (7,032,153) 2,129,653
The notes below form an integral part of these
financial
statements.
N4 Pharma Plc and its controlled entities
Condensed Consolidated Interim Statement of Cash Flows
(unaudited) for the six months ended 30 June 2022
Six months Six months Twelve months
to 30 June to 30 June to 31 December
2022 2021 2021
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
--------------------------------------- ------------ -------------- ------------------
Operating activities
Loss after tax (750,102) (973,216) (1,544,346)
Finance expenditure/(income) 666 2,588 (677)
Share based payments to employees 7,432 8,332 16,665
Taxation credit - - (298,267)
Operating loss before changes
in working capital (742,004) (962,296) (1,826,625)
Movements in working capital:
Decrease/ (increase) in trade
and other receivables 530,555 (2,260) 10,745
(Decrease)/increase in trade,
payables and accruals 8,039 (45,755) 43,648
Cash used in operations (203,410) (1,010,311) (1,772,232)
------------------------------------------- ------------ -------------- ------------------
Net cash flows used in operating
activities (203,410) (1,010,311) (1,772,232)
------------------------------------------- ------------ -------------- ------------------
Financing activities
Finance (expenditure)/income (666) (2,588) 677
Net cash flows (used in)/from
financing activities (666) (2,588) 677
------------------------------------------- ------------ -------------- ------------------
Net decrease in cash and cash
equivalents (204,076) (1,012,899) (1,771,555)
Cash and cash equivalents at beginning
of the period/ year 1,784,024 3,555,579 3,555,579
Cash and cash equivalents at
30 June/ 31 December 1,579,948 2,542,680 1,784,024
The notes below form an integral part of these
financial statements.
N4 Pharma Plc and its controlled entities
Notes to the condensed interim financial statements for the six
months ended 30 June 2022
1. Corporate Information
N4 Pharma Plc (the "Company") is the holding company for N4
Pharma UK Limited ("N4 UK"), and together form the group (the
"Group"). N4 UK is a specialist pharmaceutical company engaged in
the development of mesoparticulate silica delivery systems to
improve the cellular delivery and potency of vaccines. The nature
of the business is not deemed to be impacted by seasonal
fluctuations and as such performance is expected to be
consistent.
The Company is domiciled in England and Wales and was
incorporated and registered in England and Wales on 6 July 1979 as
a public limited company and its shares are admitted to trading on
AIM (LSE: N4P). The Company's registered office is located at 6th
Floor, 60 Gracechurch Street, London, EC3V 0HR.
2. Accounting Policies
Adoption of New and Revised International Financial Reporting
Standards
The standards and interpretations that are issued, but not yet
effective, up to the date of the issuance of the consolidated
interim financial statements are disclosed below. The Group intends
to adopt these standards, if applicable, when they become
effective.
Title As Issued by the IASB, mandatory
for accounting periods starting
Amendments to IAS 1: Classification Accounting periods beginning
of Liabilities as Current or on or after 1 January 2023
Non-Current
---------------------------------
Amendments to IAS 1 and IFRS Accounting periods beginning
Practice Statement 2: Disclosure on or after 1 January 2023
of Accounting Policies
---------------------------------
Amendments to IAS 12: Deferred Accounting periods beginning
Tax related to Assets and Liabilities on or after 1 January 2023
arising from a Single Transaction
---------------------------------
IFRS 17 - Insurance Contracts Accounting periods beginning
on or after 1 January 2023
---------------------------------
Amendments to IAS 8: Definition Accounting periods beginning
of Accounting Estimates on or after 1 January 2023
---------------------------------
Basis of Preparation:
The Group's condensed consolidated interim financial statements
have been prepared in accordance with International Accounting
Standard ("IAS") 34, "Interim Financial Reporting".
The annual consolidated financial statements for the year ended
31 December 2021 were prepared in accordance with International
Financial Reporting Standards ("IFRS") as adopted by the European
Union.
The condensed consolidated interim financial information for the
six months ended 30 June 2022 are unaudited. In the opinion of the
Directors, the condensed consolidated interim financial information
presents fairly the financial position, and results from operations
and cash flows for the period.
These condensed consolidated interim financial statements been
prepared on the basis of accounting principles applicable to a
going concern. The Directors consider that the Group will have
access to adequate resources, to meet the operational requirements
for at least 12 months from the date of approval of these condensed
consolidated interim financial statements. For this reason, they
continue to adopt the going concern basis in preparing the
condensed consolidated interim financial statements.
The financial statements are presented in Sterling, which is the
Group's functional currency as the UK is the primary environment in
which it operates.
Basis of Consolidation:
These condensed consolidated interim financial statements have
been prepared in accordance with IFRS 2, as a result of the
consolidation of the Company and N4 UK, constituting a reverse
takeover transaction, for the comparative six month period ended 30
June 2021 and the comparative twelve month period to 31 December
2021 and the current six month period ended 30 June 2022.
Significant Accounting Policies:
The condensed consolidated interim financial statements have
been prepared under the historical cost convention, as modified for
the following items, in accordance with International Financial
Reporting Standards ('IFRS') as adopted by the European Union:
-- Share-based payments related to investment acquisition are
measured at fair value shown in the Merger Reserve.
-- Share-based payments related to employee costs are measured
at fair value shown in the Statement of Comprehensive Income.
-- The associated Share Options are measured at fair value using
the Black Scholes model (see note 9).
All accounting policies are consistent with those applied in the
Annual Report and there have been no amendments or changes in
accounting policies during the period.
Segmental reporting:
The Group operated in one business segment, that of the
development and commercialisation of medicines via its delivery
system called Nuvec(R). No revenue has yet been generated by any of
the work undertaken by the Group.
The Directors consider that there are no identifiable business
segments that are subject to risks and returns different to the
core business. The information reported to the Directors, for the
purposes of resource allocation and assessment of performance, is
based wholly on the overall activities of the Group.
Seasonality
The nature of the business is not deemed to be impacted by
seasonal fluctuations and as such performance is expected to be
consistent.
3. Critical Accounting Judgements and Estimates
The preparation of the condensed consolidated interim financial
statements in conformity with IFRS requires management to make
certain estimates, assumptions and judgements that affect the
application of accounting policies and the reported amounts of
assets and liabilities and the reported amounts of income and
expenses during the reporting period.
Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the
period in which the estimates are revised and in any future periods
affected.
In the process of applying the Group's accounting policies,
management has decided the following estimates and assumptions are
material to the carrying amounts of assets and liabilities
recognised in the condensed consolidated interim financial
statements.
Critical judgements
Research and development expenditure
The key judgements surrounding the Research & Development
expenditure is whether the expenditure meets the criteria for
capitalisation. Expenditure will only be capitalised when the
recognition criteria is met and is otherwise written off to the
Consolidated Statement of Comprehensive Income. The recognition
criteria include the identification of a clearly defined project
with separately identifiable expenditure where the outcome of the
project, in terms of its technical feasibility and commercial
viability, can be measured or assessed with reasonable certainty
and that sufficient resources exist to complete a profitable
project. In the event that these criteria are met, and it is
probable that future economic benefit attributable to the product
will flow to the Group, then the expenditure will be
capitalised.
Impairment of investments and intercompany debtors
N4 UK has sustained losses and the Statement of Financial
position is in deficit. The recoverability of the intercompany
debtor and the cost of investment is dependent on the future
profitability and success of the entity, which is in a research
phase and has not therefore generated any revenue to date. Having
considered research progress during the period and future prospects
of N4 UK, the Directors do not consider that there are indicators
of impairment in respect of these balances. This is a significant
judgement.
4. Share Capital
Allotted, called up and 30 June 30 June 31 Dec 2021
fully paid 2022 (Unaudited) 2021 (Unaudited) (Audited)
GBP GBP GBP
181,080,349 Ordinary Shares
of 0.4p each (30 June 2021
and 31 December 2021: 181,080,349
Ordinary shares of 0.4p
each) 724,321 724,321 724,321
137,674,431 Deferred Shares
of 4p each (30 June 2021
and 31 December 2021: 137,674,431
Deferred shares of 4p each) 5,506,977 5,506,977 5,506,977
279,176,540 Deferred Shares
of 0.099p each (30 June
2021 and 31 December 2021:
279,176,540 Deferred shares
of 0.099p each) 2,763,848 2,763,848 2,763,848
------------------ ------------------ ------------
8,995,146 8,995,146 8,995,146
================== ================== ============
All ordinary shares rank equally in all respects, including for
dividends, shareholder attendance and voting rights at meetings, on
a return of capital and in a winding-up.
The 137,674,431 deferred shares of 4p, have no right to
dividends nor do the holders thereof have the right to receive
notice of or to attend or vote at any general meeting of the
Company. On a return of capital or on a winding up of the Company,
the holders of the deferred shares shall only be entitled to
receive the amount paid up on such shares after the holders of the
ordinary shares have received the sum of GBP1,000,000 for each
ordinary share held by them.
The 279,176,540 deferred shares of 0.99p shall be entitled to
receive a special dividend, which is payable upon the repayment to
the Company of any amount owed under certain loan agreements, after
which the Company shall, in priority to any distribution to any
other class of share, pay to the holders of the Special Deferred
Shares an aggregate amount equal to the amount repaid pro rata
according to the number of such shares paid up as to their nominal
value held by each shareholder. They shall be entitled to no other
distribution save for a special dividend and shall not be entitled
to receive notice of or attend or vote at a general meeting of the
Company. On a return of capital on a winding up of the Company,
they shall only be entitled to receive the amount paid up on such
shares up to a maximum of 0.9 pence per share after the holders of
the Ordinary Shares and the Deferred Shares have received their
return on capital.
5. Reserves
The share premium account represents the amount received on the
issue of ordinary shares by the Company in excess
of their nominal value and issue costs and is
non-distributable.
The merger relief reserve arose on the Company's acquisition of
N4 UK and consists of both the consideration shares and deferred
consideration amounting to GBP279,347. There is no legal share
premium on the shares issued as consideration as section 612 of the
Companies Act 2006, which deals with merger relief, applies in
respect of the acquisition.
The reverse acquisition reserve arises due to the elimination of
the Company's investment in N4 UK. Since the shareholder in N4 UK
became a shareholder of the Company, the acquisition is accounted
for as though the legal acquiree (N4 UK) is the accounting
acquirer.
6. Share-based Payments and Share Option Reserve
Options
The Company has the ability to issue options to Directors to
compensate them for services rendered and incentivise them to add
value to the Group's longer-term share value. Equity settled
share-based payments are measured at fair value at the date of
grant. The fair value determined is charged to the Comprehensive
Income Statement on a straight-line basis over the vesting period
based on the Group's estimate of the number of shares that will
vest.
Cancellations of equity instruments are treated as an
acceleration of the vesting period and any outstanding charge is
recognised in full immediately.
Fair value is measured using a Black Scholes pricing model. The
key assumptions used in the model have been adjusted based on
management's best estimate for the effects of non-transferability,
exercise restrictions and behavioral considerations. The inputs
into the model were as follows:
2017 Options 2018 Options 2019 Options 2020 Options
Share price 6.375p 6.6p 3.55p 4.8p
Exercise price 7p 6.6p 3.55p 4.8p
Expected volatility 27.2% 45.2% 37.4% 29.9%
Expected option life 3 years 6.5 years 6.5 years 6.5 years
Risk free rate 4.75% 5.00% 5.00% 5.00%
As at 30 June 2022, there were 7,046,513 (30 June 2021:
7,046,513, 31 December 2021: 7,046,513) options in existence over
ordinary shares of the Company.
Options in existence during the current and previous periods and
year are as follows:
Ordinary
Name Date of shares under Expiry Date Exercise
Grant option Price GBP
2015 Options
Gavin Burnell 14.10.15 1,351,210 14.10.25 0.0280
Luke Cairns 14.10.15 675,302 14.10.25 0.0280
2017 Options
Luke Cairns 03.05.17 717,143 03.05.27 0.0700
David Templeton 03.05.17 717,143 03.05.27 0.0700
Paul Titley 03.05.17 717,143 03.05.27 0.0700
2019 Options
John Chiplin 21.05.19 717,143 21.05.29 0.0355
Christopher Britten 21.05.19 717,143 21.05.29 0.0355
2020 Options
David Templeton 18.05.20 717,143 18.05.30 0.0480
Luke Cairns 18.05.20 717,143 18.05.30 0.0480
Total options 7,046,513
--------------
Each option entitles the holder to subscribe for one ordinary
share in N4 Pharma Plc. Options do not confer any voting rights on
the holder.
The aggregate fair value of the share options issued is as
follows:
30 June 30 June 31 Dec
2022 (Unaudited) 2020 (Unaudited) 2021 (Audited)
GBP GBP GBP
2015 Options 18,492 18,492 18,492
2017 Options 26,884 26,884 26,884
2019 Options 22,793 16,066 19,861
2020 Options 19,218 10,180 14,718
------------------ ------------------ ----------------
87,387 71,622 79,955
------------------ ------------------ ----------------
7. Earnings per Share
Basic earnings per share is calculated by dividing the loss
after tax attributable (excluding the deemed cost of acquisition)
to the equity holders of the Company by the weighted average number
of shares in issue during the period.
Diluted earnings per share is calculated by adjusting the
weighted average number of shares outstanding to assume conversion
of all potential dilutive shares, namely share options.
8. Related Party Transactions
During the period to 30 June 2022, the non-executive directors'
fees amounted to GBP24,000 (6 months to 30 June 2021: GBP25,046, 12
months to 31 December 2021: GBP55,590).
During the period to 30 June 2022, the Company charged N4 UK
GBP22,000 in respect of 50 per cent. of the fees paid to Directors
for the services rendered to N4 UK (6 months to 30 June 2021:
GBP22,000, 12 months to 31 December 2021: GBP44,000).
9. Subsequent Events
There are no significant subsequent events that require
adjustment or disclosure in these condensed consolidated interim
financial statements.
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END
IR PPURPBUPPGAR
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September 29, 2022 02:00 ET (06:00 GMT)
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