TIDMN4P
RNS Number : 0639M
N4 Pharma PLC
12 September 2023
12 September 2023
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 oncology, gene
therapy and vaccines, announces its unaudited interim results for
the six months ended 30 June 2023.
Highlights:
-- Encouraging performance demonstrated in in vitro studies evaluating
Nuvec (R) loaded with two different clinically relevant siRNA,
epidermal growth factor receptor (EGFR) and BCL-2, namely
induction of apoptosis, similar to commercially available
small molecules
-- Successful demonstration of oral delivery of Nuvec(R) loaded
with a DNA plasmid in an animal model into the intestine to
produce transfection
-- Second Nuvec(R) patent granted in the US bringing this territory
in line with Europe, China and Japan, resulting in strong
IP protection in key territories around the world
-- Reduced operating loss for the period to GBP646,150 (30 June
2022: GBP750,102) and R&D and general expenditure in line
with budget
-- Cash position remains strong which at 30 June 2023 was GBP1,289,769
(31 December 2022: GBP1,919,529), 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 with
our pre-clinical work. In addition, our IP position has
strengthened considerably with the granting of the second US
patent. Encouraging results from our existing data package has
prompted further exploratory conversations with potential
collaborators.
"We believe in being prudent with our cash resources as far as
possible whilst continually progressing our pre-clinical proof of
concept data package with ongoing refinements to meet potential
collaborators' requirements. In addition, we consider that
focussing on our own product development (whether in partnership or
on our own) for the continued development of Nuvec(R) is the right
strategy for a company of our size. Nuvec(R) remains an exciting
technology with huge potential as an alternate system for the
delivery of nucleic acid-based therapies."
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/Kasia Brzozowska
(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 oncology, gene therapy and vaccines using
its unique silica nanoparticle delivery system called Nuvec(R).
N4 Pharma's business model is to partner with companies
developing novel antigens in these fields to use Nuvec(R) as the
delivery vehicle for these antigens. 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
2023, the operating loss for the period has reduced to GBP646,150
(30 June 2022: GBP750,102) and R&D and general costs are in
line with planned expenditure.
Our cash balance at 30 June 2023 was GBP1,289,769 (31 December
2022: GBP 1,919,529 ), again in line with budget.
Operational update
The Company has continued to add further pre-clinical proof of
concept data to the significant data accumulated in the preceding
periods in respect of the potential for the use of Nuvec(R). The
Company's focus for 2023 was threefold:
-- to continue to expand its knowledge around Nuvec(R) in
oncology and gene therapy using siRNA to silence genes;
-- to further explore the oral delivery of Nuvec(R) to the
intestine to effect both local and systemic responses;
and
-- to investigate the use of Nuvec(R) to improve the performance
of established, commercially-used viral vectors
siRNA
Having previously demonstrated the successful loading and gene
silencing of Nuvec(R) loaded with two different generic siRNA, GFP
(Green Fluorescent protein) and EHMT-2 (Euchromatic Histone Lysine
Methyltransferase 2), we have progressed in this period to show how
Nuvec(R) can load two clinically-relevant siRNA, epidermal growth
factor receptor (EGFR) and BCL-2. We have demonstrated in vitro how
each of these can be loaded onto Nuvec(R) and silence their
respective genes producing similar apoptosis results to two
commercially available small molecule drugs, Gefitinib for EGFR and
Venetoclax for BCL-2.
The Company is continuing to investigate these siRNA along with
other potential candidates to continue to build the knowledge base
that best showcases the potential of Nuvec(R) as a multiple loading
nanoparticle that can deliver its dual or multiple payloads into
individual cells.
Oral Studies at the University of Queensland ("UQ")
During the period, utilising the grant funding, UQ has made
considerable progress in the longer-term study on oral applications
for Nuvec(R). We have demonstrated via in vivo pre-clinical studies
that Nuvec(R), loaded with McCherry DNA and formulated and
administered in capsules, is able to pass into the small intestine
and successfully transfect cells in the small intestine. We are now
investigating the optimum dosage and timing to assess the duration
of the effect in the intestinal mucosa.
The data emerging from the oral studies clearly shows the
potential for Nuvec(R) in this space which will make the
development of a product for the appropriate commercial market that
much clearer. For example, for oral use conventional capsule
technology will allow targeted release in the colon to provide
local administration of SiRNA against key factors involved in
Inflammatory Bowel Disease ("IBD"). We are looking at models to
test this proof of concept in IBD currently. Similarly, there are
animal models available to explore the treatment of colon cancer.
We look forward to making further announcements on our oral studies
as soon as they are available.
Viral Vectors
The market for manufacturing viral vectors, in terms of revenue,
was estimated to be worth $5.5 billion in 2023 and is poised to
reach $12.8 billion by 2028, growing at a CAGR of 18.2% from 2023
to 2028 according to a report by Markets and Markets. This is being
fuelled by major investment in the gene therapy market.
Viral Vectors remain the "go to" delivery vehicle for use in
gene therapy but they remain fraught with problems, including the
high cost of goods and the risk of side effects due to their
inflammatory nature. As a result, companies operating in this space
are increasingly looking at non-viral delivery systems that can be
used to replace viral vectors.
The Company believes that Nuvec(R) is able to address this area
and it has taken a novel approach as to how Nuvec(R) might
initially be used. Whilst Nuvec(R) has the potential to replace
viral vectors as a delivery vehicle, the Company has shown that
Nuvec(R) can be combined with the viral vector to significantly
improve its efficiency. The Company has shown that Nuvec(R) loaded
with an adenovirus viral vector can increase performance of the
viral vector by 20-30 fold. This preliminary data suggests that
products formulated with viral vectors could achieve the same
efficacy using a reduced amount of viral vector, thereby
significantly reducing the cost of manufacture and potentially
reducing the unwanted side effects from the viral vector.
The Company is continuing to investigate this in collaboration
with Brunel University and is now investigating the improvement of
Adeno Associated Viruses (AAV).
Intellectual Property
During this period UQ informed the Company that it had been
notified by the US Patent Attorney of the granting of its second
patent application in relation to Nuvec(R) in the United States.
This patent is for the matter of composition of the nanoparticle
and follows the previous grant on how Nuvec(R) is made. This now
brings the US alongside Europe, China and Japan. The granting of
patents in these large markets gives the Company strong
intellectual property protection in key territories around the
world - a vital component for potential licensing deals.
New opportunities
The Company is continuing to investigate new opportunities to
compliment Nuvec(R) and expand its portfolio of IP and further its
strategy to bring a product into clinical development. Progress
continues and we will announce as and when further developments are
made.
Outlook and strategy
As we are a small company, we are mindful how we spend our
resources. Our focus is predominantly in conducting in vitro proof
of concept work and we have made huge progress, most recently with
our siRNA programme. In addition, we have generated excellent data
for the use of Nuvec(R) to enhance viral vectors to support our
ongoing patent application in this area. Our in vivo work is
continuing to make progress, albeit slower than we anticipated, but
it is important to get this work right and we will be patient and
diligent in doing this.
In Nuvec(R), we undoubtedly have an exciting technology that we
have proven is easy to load with any nucleic acid, protects its
payload and efficiently delivers it intracellularly. We have also
shown how we can formulate potential products with Nuvec(R) and
store it lyophilised for up to six months (to date) without any
loss in performance of the payload.
Our business development outreach is ongoing, sharing the data
we have with potential collaborators yet we realise the quickest
way to get Nuvec(R) into clinic may be to do this ourselves in a
step-by-step manner. We are considering how we might formulate an
siRNA product for a combination therapy using multiple loaded
siRNA, thereby utilising the direct competitive advantages Nuvec(R)
has ourselves. We are also looking at the prospect of using our
oral delivery work for a potential IBD product and we will also
continue our acquisition search for new opportunities that might
enable us to get into clinic as soon as possible.
Post period end, John Chiplin retired from the Board as
Non-Executive Chairman and I assumed the role as Chairman. On
behalf of myself and fellow directors, we thank John for his
contributions over the years and wish him and his family all the
very best for the future. As per our corporate governance policy,
we are in the process of finding a new non-executive director to
bring the appropriate skills to the Company and will advise when
this is completed.
Finally, 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.
Chris Britten
Chairman
12 September 2023
N4 Pharma Plc and its controlled entities
Condensed Consolidated Interim Statement of Comprehensive Income
(unaudited) for the six months ended 30 June 2023
Six months Six months Twelve months
to 30 June to 30 June to 31 December
2023 2022 2022
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
------------ ------------ ----------------
Expenses
Research and development
costs (192,630) (411,417) (577,525)
General and administration
costs (452,276) (338,019) (615,735)
Operating loss for the
period (644,906) (749,436) (1,193,260)
Finance (expenditure)/income (1,244) (666) 1
Loss for the period before
tax (646,150) (750,102) (1,193,259)
Taxation - - 163,998
Loss for the period after
tax (646,150) (750,102) (1,029,261)
Other comprehensive income -
net of tax - -
Total comprehensive loss for
the period attributable to equity
owners of N4 Pharma Plc (646,150) (750,102) (1,029,261)
===================================== ============ ============ ================
Loss per share attributable to owners of
the parent
Weighted average number
of shares:
Basic 233,780,349 181,080,349 186,422,541
Diluted 233,780,349 181,080,349 186,422,541
Basic loss per share (0.28p) (0.41p) (0.55p)
Diluted loss per share (0.28p) (0.41p) (0.55p)
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 2023
Notes 30 June 30 June 31 December
2023 2022 2022
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
------------- ------------- -------------
Assets
Current assets
Trade and other receivables 209,447 27,804 246,518
Cash and cash equivalents 1,289,769 1,579,948 1,919,529
1,499,216 1,607,752 2,166,047
Total Assets 1,499,216 1,607,752 2,166,047
------------------------------ ------ ------------- ------------- -------------
Liabilities
Current liabilities
Trade and other payables (14,856) (158,157) (40,722)
Accruals and deferred income (38,921) (62,612) (37,167)
------------------------------ ------ ------------- ------------- -------------
Total assets less current
liabilities 1,445,439 1,386,983 2,088,158
------------------------------ ------ ------------- ------------- -------------
Net Assets 1,445,439 1,386,983 2,088,158
------------------------------ ------ ------------- ------------- -------------
Equity
Share capital 4 9,205,946 8,995,146 9,205,946
Share premium 5 14,698,569 13,945,602 14,698,569
Share option reserve 6 107,385 87,387 103,954
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 (8,707,564) (7,782,255) (8,061,414)
------------------------------ ------ ------------- ------------- -------------
Total Equity 1,445,439 1,386,983 2,088,158
------------------------------ ------ ------------- ------------- -------------
N4 Pharma Plc and its controlled entities
Condensed Consolidated Interim Statement of Changes in Equity
(unaudited) for the six months ended 30 June 2023
(i) Six months
ended 30 June
2023 - 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 2023 9,205,946 14,698,569 103,954 (14,138,244) 279,347 (8,061,414) 2,088,158
Total comprehensive
loss for
the period - - - - - (646,150) (646,150)
Share option
reserve - - 3,431 - - - 3,431
At 30 June 2023 9,205,946 14,698,569 107,385 (14,138,244) 279,347 (8,707,564) 1,445,439
(ii) 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
N4 Pharma Plc and its controlled entities
Condensed Consolidated Interim Statement of Changes in Equity
(unaudited) for the six months ended 30 June 2023 (continued)
(iii) Twelve months
ended
31 December 2022 -
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 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 year - - - - - (1,029,261) (1,029,261)
Share issue 210,800 843,200 - - - - 1,054,000
Share issue cost (90,233) - - - - (90,233)
Share option
reserve - - 23,999 - - - 23,999
At 31 December 2022 9,205,946 14,698,569 103,954 (14,138,244) 279,347 (8,061,414) 2,088,158
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 2023
Six months Six months Twelve months
to 30 June to 30 June to 31 December
2023 2022 2022
(Unaudited) (Unaudited) (Audited)
GBP GBP GBP
--------------------------------------- ------------ -------------- ------------------
Operating activities
Loss after tax (646,150) (750,102) (1,029,261)
Finance expenditure 1,244 666 (1)
Share based payments to employees 3,431 7,432 23,999
Taxation credit - - (163,998)
Operating loss before changes
in working capital (641,475) (742,004) (1,169,261)
Movements in working capital:
Decrease/ (increase) in trade
and other receivables 37,070 530,555 (37,312)
(Decrease)/increase in trade
payables and accruals (24,111) 8,039 (134,841)
Cash used in operations (628,516) (203,410) (1,341,414)
------------------------------------------- ------------ -------------- ------------------
Taxation credit received - - 513,151
Net cash flows used in operating
activities (628,516) (203,410) (828,263)
------------------------------------------- ------------ -------------- ------------------
Financing activities
Finance (expenditure)/income (1,244) (666) 1
Proceeds of ordinary share issue - - 1,054,000
Costs of share issue - - (90,233)
Net cash flows (used in)/from
financing activities (1,244) (666) 963,768
------------------------------------------- ------------ -------------- ------------------
Net decrease/increase in cash
and cash equivalents (629,760) (204,076) 135,505
Cash and cash equivalents at beginning
of the period/ year 1,919,529 1,784,024 1,784,024
Cash and cash equivalents at
30 June/ 31 December 1,289,769 1,579,948 1,919,529
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 2023
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 2024
Non-Current
---------------------------------
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 2022 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 2023 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 2022 and the comparative twelve month period to 31 December
2022 and the current six month period ended 30 June 2023.
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 2022
fully paid 2023 (Unaudited) 2022 (Unaudited) (Audited)
GBP GBP GBP
233,780,349 Ordinary Shares
of 0.4p each (30 June 2022:
181,080,379 and 31 December
2022: 233,780,379 Ordinary
shares of 0.4p each) 935,121 724,321 935,121
137,674,431 Deferred Shares
of 4p each (30 June 2022
and 31 December 2022: 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
2022 and 31 December 2022:
279,176,540 Deferred shares
of 0.099p each) 2,763,848 2,763,848 2,763,848
------------------ ------------------ ------------
9,205,946 8,995,146 9,205,946
================== ================== ============
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 2023, there were 7,046,513 (30 June 2022:
7,046,513, 31 December 2022: 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
2023 (Unaudited) 2022 (Unaudited) 2022 (Audited)
GBP GBP GBP
2015 Options 18,492 18,492 18,492
2017 Options 26,884 26,884 26,884
2019 Options 22,793 22,793 22,793
2020 Options 27,223 19,218 23,792
------------------ ------------------ ----------------
95,392 87,387 91,691
------------------ ------------------ ----------------
Warrants
Warrants in existence during the current and previous year are
the follows:
Exercise
Date of Grant Ordinary shares Expiry Date Price GBP Fair value
under option at 30 June
2023 GBP
25.11.22 3,162,000 24.11.25 0.02 11,993
The warrants entitle holders to subscribe for new ordinary
shares at any time in the period of three years following the grant
of the warrants. The expiry date for the warrants is 23 November
2025.
Fair value is measured using a Black Scholes pricing model.
An amount of GBP11,993 has been recognised in the Share Premium
and in the Share Option Reserve in relation to the warrants (30
June 2022: GBPnil).
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 2023, the non-executive directors'
fees amounted to GBP24,000 (6 months to 30 June 2022: GBP24,000.00,
12 months to 31 December 2022: GBP48,000.00).
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 GPUUCBUPWGAG
(END) Dow Jones Newswires
September 12, 2023 02:00 ET (06:00 GMT)
N4 Pharma (AQSE:N4P.GB)
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