false2023-06-302023Q20001637890--12-31The operating loss arises from the Company’s loss for the period before deduction of financial income, Financial expenses and Income taxes. The purpose of this measure by Management is to identify the Company’s results in connection with its operating activities.Other reserves include Share-base payment reserve, Other equity reserve from conversion of convertible loan in 2013 and Currency Translation Difference.Pursuant to Belgian law (“BCCA”), the calculation of amounts available for distribution to shareholders, as dividends or otherwise, must be determined on the basis of the Company’s standalone non-consolidated statutory financial statements of Celyad Oncology SA prepared under Belgian GAAP, and not on the basis of IFRS consolidated financial statements. For more information, see note 2.5.12.There have been no new issuance of warrants during the first semester of 2023 but the Group recognized vesting costs in continuity with previous warrants plans and taking into account the warrants granted during the six-month period ended June 30, 2023. ‘Net cash burn’ is an alternative performance measure determined by the year-on-year net variance in the Group’s treasury position as above defined. The purpose of this measure for the Management is to determine the change of the treasury position. ‘Treasury position’ is an alternative performance measure determined by adding Short-term investments and Cash and cash equivalents from the statement of financial position prepared in accordance with IFRS. 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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM
6-K
 
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE
13a-16
OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of September 2023
Commission File Number:
001-37452
 
 
CELYAD ONCOLOGY SA
(Translation of registrant’s name into English)
 
 
Rue Edouard Belin 2
1435 Mont-Saint-Guibert, Belgium
(Address of principal executive offices)
 
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F
or Form
40-F.
Form
20-F  ☒            Form
40-F  ☐
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(1):  ☐
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(7):  ☐
 
 
 

Celyad Oncology SA

Financial and Operating Results

On September 4, 2023, Celyad Oncology SA (the “Company”) issued a press release announcing its financial and operating results for the first half of 2023. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and a copy of the Company’s interim financial report for the first half of 2023 is attached hereto as Exhibit 99.2. Exhibits 99.1 and 99.2 are incorporated herein by reference.

The information contained in this Current Report on Form 6-K, including Exhibits 99.1 and 99.2, except for the quote of Georges Rawadi contained in Exhibit 99.1, is hereby incorporated by reference into the Company’s Registration Statements on Forms F-3 (File No. 333-248464) and S-8 (File No. 333-220737).

EXHIBITS

 

Exhibit    Description
99.1    Press release issued by the registrant on September 4, 2023
99.2    Interim Financial Report issued by the registrant on September 4, 2023

SIGNATURES

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

 

    CELYAD ONCOLOGY SA
Date: September 4, 2023     By:  

/s/ Georges Rawadi

      Georges Rawadi
      Chief Executive Officer

Exhibit 99.1

 

LOGO    Press Release - Regulated Information

Celyad Oncology Reports First Half 2023 Financial

Results and Recent Business Highlights

 

  •  

Georges Rawadi was appointed Chief Executive Officer as from April 27, 2023

 

  •  

Celyad Oncology has received approximately EUR 9.8m in private placement commitments from historical shareholders

 

  •  

Encouraging progress in multiplex shRNA platform development, which allows now targeting of up to four genes simultaneously, were presented at international meetings

 

  •  

In vitro validation of NKG2D-based multi-specific CAR T-cell platform with a first candidate targeting both NKG2D ligands and CD19 was also presented

Mont-Saint-Guibert, Belgium; September 4, 2023, 10:00 pm CET; regulated information – Celyad Oncology (Euronext: CYAD) (the “Company” or “Celyad Oncology”), today announces its financial results and recent business developments for the first half year, ended June 30, 2023.

“Celyad Oncology is now fully focused on maximizing the potential of its proprietary technology platforms and intellectual property, enabling the Company to be at the forefront of developing next-generation CAR T-cell therapies. We are eager to see the impact of our research efforts on the future of CAR T-cell treatments, with the goal to broaden the range of cancer indications and tackle the main limitations of current CAR T-cell therapies” commented Georges Rawadi, Celyad Oncology’s Chief Executive Officer.

First Half 2023 and recent corporate highlights:

 

  •  

Georges Rawadi was appointed Chief Executive Officer of the Company as from April 27, 2023. Georges Rawadi is a seasoned executive with over 20 years of experience in pharma/biotech, as research director, business developer, CEO, and board member. He also has insightful knowledge of both the company and the CAR-T space as he spent four years at Celyad Oncology (2014-2018) as Vice-President Business Development & Intellectual Property (“BD & IP”). Georges Rawadi has a genuine passion for seeking and creating new business opportunities.

 

  •  

On May 5th, 2023, the Company announced voluntary delisting of its American Depositary Shares representing ordinary shares (“ADSs”) from the Nasdaq Global Market. Delisting was effective as of July 20, 2023. The Company continues to be listed on Euronext Brussels and Euronext Paris.

 

  •  

On August 24, 2023, the Company announced that it has obtained commitments from Fortress, Tolefi and other longstanding existing shareholders to subscribe to a capital increase of up to €9.8 million in 2 tranches:

 

  •  

A first tranche of 2.0 million was disbursed in the context of authorized capital as of September 4, 2023; and

 

  •  

A second tranche to be subscribed by Fortress is subject to the approval by the extraordinary shareholders’ meeting. Following this private placement, the Company believes that its existing cash and cash equivalents should be sufficient, based on the current scope of activities, to fund operating expenses and capital expenditure requirements into the end of the fourth quarter of 2024.

First Half 2023 and recent operational highlights:

 

  •  

Short hairpin ribonucleic acid (shRNA) non-gene edited technology – During this first half of 2023, we have collected and presented data validating our shRNA multiplexing approach:

 

  •  

We developed a micro-RNA (miRNA)-based multiplex shRNA platform designed for easy, efficient, and tunable downregulation of up to four target genes simultaneously;

 

Page 1 of 7

LOGO    Press Release - Regulated Information

 

  •  

We showed that the downregulation of each target gene could be fine-tuned, from a moderate downregulation up to a functional knock-out, without the need of gene editing thereby avoiding associated potential safety issues;

 

  •  

The plug-and-play design of our platform is designed to allow swapping of each target sequence without affecting the performance of the technology and streamlining of the generation of engineered adoptive T-cell therapies;

 

  •  

To demonstrate the effectiveness of our approach, we have been able to simultaneous knock-down in CAR T-cells several genes involved in different cellular processes such as alloreactivity (CD3z), cell persistence (b2M, CIITA), T-cell exhaustion (PD-1, LAG-3), or ligand-induced apoptosis (CD95);

 

  •  

Data were presented at the World Oncology Cell Therapy Congress in Boston, US (April 25-26, 2023) and at the CAR-TCR Summit in Boston, US (August 29 – September 1).

 

  •  

NKG2D-based CAR T-cells and multi-specific CAR T-cell platform – During this first half of 2023, we have published data validating our NKG2D-based CAR T-cell approach and presented data from our multi-specific CAR T-cell platform:

 

  •  

Results from 16 patients treated in the dose-escalation segment of the hematological arm of the Phase I THINK trial were published in The Lancet Haematology Journal (Lancet Haematol. 2023 Mar;10(3):e191-e202) and provided proof-of-concept for targeting NKG2D ligands (NKG2DL) with CAR T-cell therapy;

 

  •  

We have developed different CD19/NKG2DL multi-specific CAR T-cells, utilizing both tandem and dual NKG2D-based CARs that encompass the extracellular domain of the natural NKG2D receptor fused to an anti-CD19 scFv, or co-expressed with an anti-CD19 CAR, respectively;

 

  •  

The majority of our CD19/NKG2DL multi-specific CAR T-cell candidates were able to secrete cytokines, proliferate, and eliminate acute lymphoblastic leukemia tumor cells lacking the CD19 antigen in vitro. Interestingly, some of these multi-specific CAR T-cells displayed a better in vitro functionality against wild-type leukemia tumor cells expressing the CD19 antigen as compared to CD19-specific single targeting CAR T-cells, highlighting the potential of our approach against both CD19 positive and CD19 negative cancer cells;

 

  •  

First in vivo data suggest that our CD19/NKG2DL multi-specific CAR T-cell candidates have an enhanced anti-tumor efficacy against heterogeneous lymphoma tumors as compared to currently existing treatment options;

 

  •  

We are currently developing several NKG2D-based multi-specific CAR T-cells for the treatment of diverse solid cancers where there is ahigh heterogeneity in antigen expression;

 

  •  

Data were presented at the Immuno-Oncology Summit Europe 2023 held in London, UK (June 20-22, 2023).

Upcoming anticipated milestones

 

  •  

More data and evidence in the context of the multi-specific CAR platform and shRNA multiplexing approach in H2 2023, with the aim of a clinical evaluation of assets and initiation of clinical trials either by the Company and/or through strategic partnerships afterwards;

 

  •  

Relocation, in H2 2023, into a new research facility which fits better its current needs after the strategic shift. The Company will remain headquartered at the Axis Parc, Mont-Saint-Guibert, Belgium but with its new business location at Dumont 9.

Upcoming Conferences

 

  •  

The Company will take part in the 4th International Conference on Lymphocyte Engineering (ICLE) in Munich (September 12-14) and the annual congress of the Society for Immunotherapy of Cancer (SITC) in San Diego (November 1-5), as well at several business conferences in the second half of 2023.

 

Page 2 of 7

LOGO    Press Release - Regulated Information

 

First Half 2023 Financial Results

Key financial figures for the first half of 2023, compared with the first half of 2022 and full year 2022, are summarized below:

 

Selected key financial figures (€ millions)

    Half Year
30 June 2023		      Half Year
30 June 2022		      Full Year
31 December 2022		  

Revenue

      —          —          —    

Research and development expenses

      (2.1 )       (10.5 )       (18.9 ) 

General and administrative expenses

      (3.7 )       (6.2 )       (10.5 ) 

Change in fair value of contingent consideration

      —          1.1        14.7  

Impairment of Oncology intangible assets

      —          —          (35.1 ) 

Other income/(expenses)

      2.1        1.6        9.0  

Operating loss

      (3.7 )       (14.1 )       (40.9 ) 

Loss for the period/year

      (3.7 )       (14.1 )       (40.9 ) 

Net cash used in operations

      (8.3 )       (16.3 )       (28.0 ) 

Cash and cash equivalents

      5.0        14.4        12.4  

The Company’s license and collaboration agreements generated no revenue in the first half of 2023 similar to the first half of 2022.

The Research and Development (R&D) expenses have decreased primarily due to the Company’s decision to discontinue some of preclinical programs and manufacturing and clinical study activities after the Company’s decision to adopt and implement a new business strategy. Furthermore, there has been a decrease of employee expenses and related travel costs which is mainly related to headcount reduction through 2022, to support the Group’s reorganization around preclinical and clinical programs, as well as a decrease of the expenses associated with share-based payments (non-cash expenses) related to the warrant plan offered to the Company’s employees, managers and directors.

General and Administrative (G&A) expenses were €3.7 million in 2023 as compared to €6.2 million in 2022. This decrease is primarily related to lower insurances costs, the decrease of employee expenses due to headcount reduction and management changes through 2022 to support the Company’s reorganization and the decrease of the expenses associated with the share-based payments (non-cash expenses) related to the warrants plan offered to the Company’s employees, managers and directors.

As of June 30, 2023, there was no change in fair value of the contingent consideration and other financial liabilities as Management has determined that there have been no event (such as a firm sublicense or collaboration contract) that increases the probability of the projected future cash outflow due to Celdara Medical, LLC and Dartmouth College, indicating that the probability is remote, similar to December 31, 2022.

Regarding the other income/other expenses, the Company recorded €2.1 million in net other income for the first half of 2023 compared to a net other income of €1.6 million for the first half of 2022. The net other income for the first half of 2023 is primarily due to the gain on the sale of certain fixed assets to Cellistic for €1.1 million and grant income from the Walloon Region of €0.8 million.

Net loss was €3.7 million, or €(0.17) per share, for the first half of 2023 compared to a net loss of €14.1 million, or €(0.62) per share, for the same period of 2022.

Net cash used in operations, was €8.3 million for the first half of 2023 compared to €16.3 million for the first half of 2022. The decrease of €8.0 million is primarily driven by the sale of the manufacturing activities in 2022 combined with global decrease on preclinical and clinical activities, insurance costs, headcount, management changes costs and associated impact on the change in working capital.

As of June 30, 2023, the Company had cash and cash equivalents of €5.0 million. No capital increase has occurred in the first half of 2023.

 

Page 3 of 7

LOGO    Press Release - Regulated Information

 

As of June 30, 2023, the total number of basic shares outstanding were 22.6 million similar to December 31, 2022.

Conference Call and Webcast Details

A conference call will be held on Tuesday 5th of September at 1:00 p.m. CET / 7:00 a.m. EDT discuss half year 2023 financial results and provide an update on the Company’s recent changes and upcoming milestones.

Participants may access the conference call by dialing +1-877-407-9716 or +1-201-493-6779 (United States, International), +32 (0) 800-73-904 (Belgium Fixed) or +32 (0) 800-73-566 (Belgium Mobile). Participants may ask for instant telephone access to the event via the “Call me” link or attend the conference live webcast.

Archived recording will be available in the “Events” section of the Celyad website after the event.

Financial Calendar 2023

 

  •  

November 9th, 2023            Third Quarter 2023 Business Update

The financial calendar is communicated on an indicative basis and may be subject to change.

About Celyad Oncology

Celyad Oncology is a cutting-edge biotechnology company dedicated to pioneering the discovery and advancement of revolutionary technologies for chimeric antigen receptor (CAR) T-cells. Its primary objective is to unlock the potential of its proprietary technology platforms and intellectual property, enabling to be at the forefront of developing next-generation CAR T-cell therapies. By fully leveraging its innovative technology platforms, Celyad Oncology aims to maximize the transformative impact of its candidate CAR T-cell therapies and redefine the future of CAR T-cell treatments. Celyad Oncology is based in Mont-Saint-Guibert, Belgium. For more information, please visit www.celyad.com.

Forward-looking statements

This release may contain forward-looking statements, within the meaning of applicable securities laws, including the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding beliefs about and expectations for the Company’s updated strategic business model, including associated potential benefits, transactions and partnerships, statements regarding the potential value of the Company’s IP, and statements regarding the continuation of the Company’s existence. The words “will,” “potential,” “continue,” “target,” “project,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this release are based on management’s current expectations and beliefs and are subject to a number of known and unknown risks, uncertainties and important factors which might cause actual events, results, financial condition, performance or achievements of Celyad Oncology to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks related to the material uncertainty about the Company’s ability to continue as a going concern; the Company’s ability to realize the expected benefits of its updated strategic business model; the Company’s ability to develop its IP assets and enter into partnerships with outside parties; the Company’s ability to enforce its patents and other IP rights; the possibility that the Company may infringe on the patents or IP rights of others and be required to defend against patent or other IP rights suits; the possibility that the Company may not successfully defend itself against claims of patent infringement or other IP rights suits, which could result in substantial claims for damages against the Company; the possibility that the Company may become involved in lawsuits to protect or enforce its patents, which could be expensive, time-consuming, and unsuccessful; the Company’s ability to protect its IP rights throughout the world; the potential for patents held by the Company to be found invalid or unenforceable; and other risks identified in Celyad Oncology’s U.S. Securities and

 

Page 4 of 7

LOGO    Press Release - Regulated Information

 

Exchange Commission (SEC) filings and reports, including in the latest Annual Report on Form 20-F filed with the SEC and subsequent filings and reports by Celyad Oncology. These forward-looking statements speak only as of the date of publication of this document and Celyad Oncology’s actual results may differ materially from those expressed or implied by these forward-looking statements. Celyad Oncology expressly disclaims any obligation to update any such forward-looking statements in this document to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law or regulation.

 

Investor Contact:    Media Contact:

David Georges

VP Finance and Administration

investors@celyad.com

   

Caroline Lonez

R&D Communications and Business Development

communications@celyad.com

 

LOGO

Source: Celyad Oncology SA

 

Page 5 of 7

LOGO    Press Release - Regulated Information

 

Celyad Oncology SA

Interim Consolidated Statement of Comprehensive Income (Unaudited)

 

(€‘000)    For the Six-month
period ended
June 30, 2023		     For the Six-month
period ended
June 30, 2022		  

Revenue

      44       —    

Cost of sales

      (44 )      —    

Gross profit

      —         —    

Research and Development expenses

      (2 139 )      (10 527 ) 

General & Administrative expenses

      (3 665 )      (6 245 ) 

Change in fair value of contingent consideration

      —         1 128  

Other income

      2 123       1 781  

Other expenses

      (64 )      (214 ) 

Operating Loss

      (3 745 )      (14 077 ) 

Financial income

      26       148  

Financial expenses

      (21 )      (127 ) 

Loss before taxes

      (3 740 )      (14 056 ) 

Income taxes

      —         —    

Loss for the period

      (3 740 )      (14 056 ) 

Basic and diluted loss per share (in €)

      (0.17 )      (0.62 ) 
  

 

 

    

 

 

  

Other comprehensive income/(loss)

     

Items that will not be reclassified to profit and loss

      —         —    

Remeasurement of post-employment benefit obligations, net of tax

      —         —    

Items that may be subsequently reclassified to profit or loss

      (1 )      (9 ) 

Currency translation differences

      (1 )      (9 ) 

Other comprehensive income / (loss) for the period, net of tax

      (1 )      (9 ) 
  

 

 

    

 

 

  

Total comprehensive loss for the period

      (3 741 )      (14 065 ) 

Total comprehensive loss for the period attributable to Equity Holders

      (3 741 )      (14 065 ) 
  

 

 

    

 

 

  

 

Page 6 of 7

LOGO    Press Release - Regulated Information

 

Celyad Oncology SA

Interim Consolidated Statement of Financial Position (Unaudited)

 

(€’000)    June 30,
2023		     December 31,
2022		  

NON-CURRENT ASSETS

      4 484       4 891  

Goodwill and Intangible assets

      645       864  

Property, Plant and Equipment

      848       309  

Non-current Grant receivables

      2 782       3 454  

Other non-current assets

      209       264  

CURRENT ASSETS

      7 694       14 825  

Trade and Other Receivables

      879       1 118  

Current Grant receivables

      1 217       —    

Other current assets

      622       1 017  

Short-term investments

      —         —    

Cash and cash equivalents

      4 976       12 445  

Assets held for sale

      —         245  
  

 

 

    

 

 

  

TOTAL ASSETS

      12 178       19 716  
  

 

 

    

 

 

  

EQUITY

      1 019       4 317  

Share Capital

      78 585       78 585  

Share premium

      6 317       6 317  

Other reserves

      35 242       34 800  

Capital reduction reserve

      234 562       234 562  

Accumulated deficit

      (353 687 )      (349 947 ) 

NON-CURRENT LIABILITIES

      5 067       4 973  

Lease liabilities

      351       118  

Recoverable Cash advances (RCAs)

      4 486       4 584  

Contingent consideration payable and other financial liabilities

      —         —    

Post-employment benefits

      13       13  

Other non-current liabilities

      217       258  

CURRENT LIABILITIES

      6 092       10 426  

Lease liabilities

      185       137  

Recoverable Cash advances (RCAs)

      763       437  

Trade payables

      3 411       4 752  

Other current liabilities

      1 733       5 100  
  

 

 

    

 

 

  

TOTAL EQUITY AND LIABILITIES

      12 178       19 716  
  

 

 

    

 

 

  

 

Page 7 of 7

3740000140560003 years1070000
Exhibit 99.2
INTERIM FINANCIAL REPORT
 
First Half 2023
REGULATED INFORMATION
This Interim Financial Report has been prepared in accordance with the article 13 of the Belgian Royal Decree of November 14, 2007.
Celyad Oncology publishes its Interim Financial Report in French. Celyad Oncology has also produced an English translation of this Interim Financial Report for convenience purposes only. In the event of a difference of interpretation between the English and the French versions of the Interim Financial Report, the French version will prevail.
 
Celyad Oncology SA | Rue Édouard Belin 2, 1435 Mont-Saint-Guibert, Belgium | +32 10 39 41 00
Forward-looking statements
 
 
This Interim Financial Report may contain forward-looking statements, within the meaning of applicable securities laws, including the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding beliefs about and expectations for the Company’s updated strategic business model, including associated potential benefits, transactions and partnerships, statements regarding the potential value of the Company’s IP, and statements regarding the continuation of the Company’s existence. The words “will,” “potential,” “continue,” “target,” “project,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this release are based on management’s current expectations and beliefs and are subject to a number of known and unknown risks, uncertainties and important factors which might cause actual events, results, financial condition, performance or achievements of Celyad Oncology to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks related to the material uncertainty about the Company’s ability to continue as a going concern; the Company’s ability to realize the expected benefits of its updated strategic business model; the Company’s ability to develop its IP assets and enter into partnerships with outside parties; the Company’s ability to enforce its patents and other IP rights; the possibility that the Company may infringe on the patents or IP rights of others and be required to defend against patent or other IP rights suits; the possibility that the Company may not successfully defend itself against claims of patent infringement or other IP rights suits, which could result in substantial claims for damages against the Company; the possibility that the Company may become involved in lawsuits to protect or enforce its patents, which could be expensive, time-consuming, and unsuccessful; the Company’s ability to protect its IP rights throughout the world; the potential for patents held by the Company to be found invalid or unenforceable; and other risks identified in Celyad Oncology’s U.S. Securities and Exchange Commission (SEC) filings and reports, including in the latest Annual Report on Form
20-F
filed with the SEC and subsequent filings and reports by Celyad Oncology. These forward-looking statements speak only as of the date of publication of this document and Celyad Oncology’s actual results may differ materially from those expressed or implied by these forward-looking statements. Celyad Oncology expressly disclaims any obligation to update any such forward-looking statements in this document to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law or regulation.
 
Celyad Oncology
Page | 2
Table of Contents
 
Forward-looking statements
      2  
1.
   Interim Management Report      4  
1.1
   Management’s discussion and analysis of financial condition and results of operations      4  
1.2
   Risks and uncertainties      12  
2.
   Unaudited Condensed Consolidated Interim Financial Statements –
Six-month
period ended June 30, 2023		      14  
2.1
   Unaudited interim consolidated statement of Financial Position      14  
2.2
   Unaudited interim consolidated statement of comprehensive income      15  
2.3
   Unaudited interim consolidated statement of changes in equity      16  
2.4
   Unaudited interim consolidated statement of cash flows      17  
2.5
   Notes to the unaudited condensed consolidated interim financial statements –
Six-month
period ended June 30, 2023		      18  
2.5.1
  
General Information
      18  
2.5.2
  
Basis of preparation and significant accounting policies
      18  
2.5.3
  
Segment reporting
      20  
2.5.4
  
Off-Balance
Sheet Commitments
      21  
2.5.5
  
Capital Expenditures
      21  
2.5.6
  
Results of Operations
      21  
2.5.7
  
Liquidity and capital resources
      26  
2.5.8
  
Goodwill and Intangible assets
      27  
2.5.9
  
Non-current
trade receivables and other
non-current
assets
      28  
2.5.10
  
Trade and Other receivables
      28  
2.5.11
  
Short-term investments and Cash and Cash equivalents
      29  
2.5.12
  
Capital and share premium
      29  
2.5.13
  
Recoverable Cash Advances
      30  
2.5.14
  
Other
Non-Current
liabilities
      30  
2.5.15
  
Trade payables and other current liabilities
      31  
2.5.16
  
Financial Instruments fair values disclosures
      31  
2.5.17
  
Leases
      33  
2.5.18
  
Related party transactions
      34  
2.5.19
  
Subsequent events
      35  
3.
   Responsibility Statement      36  
4.
   Financial Calendar & Celyad Oncology Contact Details      37  
 
Celyad Oncology
Page | 3
1.
Interim Management Report
 
1.1
Management’s discussion and analysis of financial condition and results of operations
This management’s discussion and analysis is designed to provide you with a narrative explanation of Celyad Oncology SA’s (Celyad Oncology’s, the Company’s or the Group’s) interim condensed consolidated financial statements. It should be read in conjunction with the unaudited financial information and the notes thereto included in this Interim Financial Report and the audited financial information and the notes thereto included in the Company’s 2022 Annual Report available on the Company’s website.
All amounts included herein with respect to the
six-month
periods ended June 30, 2023 and 2022 are derived from the Company’s interim condensed consolidated financial statements. The consolidated financial statements for the six month periods ended June 30, 2023 and 2022 are prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and in accordance with the IFRS issued by the IASB as adopted for use in the European Union, and with IAS 34, Interim Financial Reporting.
Except for the historical information contained herein, the matters discussed in this Interim Financial Report may be deemed to be forward-looking statements that involve certain risks and uncertainties. The Company makes such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. In this Interim Financial Report, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “intend,” “plan,” “should,” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. The Company cautions you that forward-looking statements are not guarantees of future performance and that its actual results of operations, financial condition and liquidity, and the development of the industry in which the Company operates may differ materially from the forward-looking statements contained in this Interim Financial Report. In addition, even if its results of operations, financial condition and liquidity, and the development of the industry in which the Company operates are consistent with the forward-looking statements contained in this Interim Financial Report, they may not be predictive of results or developments in future periods. The Company cautions readers not to place undue reliance on any forward-looking statements made by the Company, which speak only as of the date they are made.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Interim Financial Report, particularly under the “Risk and Uncertainties” and “Forward-looking statements” sections.
This discussion and analysis is dated as of the date of this Interim Financial Report. The Company disclaims any obligation, except as specifically required by law, to publicly update or revise any such statements to reflect any change in its expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
Overview
About Celyad Oncology
We are a cutting-edge biotechnology company dedicated to pioneering the discovery and advancement of revolutionary technologies for chimeric antigen receptor (CAR)
T-cells.
Our primary objective is to unlock the potential of proprietary technology platforms and intellectual property, enabling us to be at the forefront of developing next-generation CAR
T-cell
therapies. By fully leveraging our innovative technology platforms, we aim to maximize the transformative impact of our candidate CAR
T-cell
therapies and redefine the future of CAR
T-cell
treatments.
Our differentiated strategy includes the development of technology platforms and CAR
T-cell
candidates to broaden the range of cancer indications and tackle the main limitations of current CAR
T-cell
therapies.
 
Celyad Oncology
Page | 4
Overview of the CAR
T-cell
landscape and current main limitations
Over the past decades, immunotherapy has become the main approach for novel cancer treatment options with several approved blockbuster products that saved the lives of thousands of patients with cancer indications. Within the field of immuno-oncology,
chimeric antigen receptor (CAR)
T-cell
therapy
is now a realistic treatment paradigm for patients with advanced disease. In this strategy,
T-cells
are genetically reprogrammed in the lab to express a gene coding for a receptor (called CAR), aiming to help the
T-cells
to specifically recognize, attack, and destroy tumor cells via binding to proteins that are mainly expressed by tumor cells (called antigens).
As of the date of this Report, a total of eight autologous CAR
T-cell
therapies for the treatment of hematological malignancies have been approved by different regulatory authorities. These include six CAR
T-cell
products directed against the cluster of differentiation 19 (CD19) or the
B-cell
maturation antigen (BCMA) which are approved in the United States and in many other countries, and two CD19-specific CAR
T-cell
products which are only approved in China. In addition, one CD19-specific CAR
T-cell
product has received approval in Spain under the “hospital exemption” approval pathway. All these approvals were based on impressive overall response rates and durable remissions observed with CD19 and BCMA-specific CAR
T-cell
therapies in patients with
non-Hodgkin
lymphoma,
B-cell
acute lymphoblastic leukemia
(B-ALL),
or multiple myeloma who had failed under standard therapies. These CAR
T-cell
therapies have profoundly altered the treatment landscape in those indications.
Despite this success and continued progress in the CAR
T-cell
field, many challenges remain including: i) antigen modulation and heterogeneity, ii) tumor microenvironment (TME), and iii) cell source of CAR
T-cells.
i) Antigen modulation and heterogeneity
are major causes of CAR
T-cell
resistance in
B-cell
malignancies. In pediatric
B-ALL,
50% of relapses are associated with CD19 antigen loss, and, in large
B-cell
lymphoma, 30% of relapses are CD19-negative and an additional 30% has CD19 expression levels that are too low to allow for CAR
T-cell
activation.
To overcome tumor antigen escape, reduction in antigen expression levels, or mutational changes within the single antigen, platforms with CAR
T-cells
targeting multiple antigens
rather than a single antigen need to be created. It is likely that antigen modulation poses an even greater challenge in solid tumors, where antigens show significant heterogeneity due to the heterogenous nature of the components that make up the TME, than in hematological malignancies.
ii) The
TME
contains a variety of cells (such as: cancer cells, cancer-associated fibroblasts, and immune cells including but not limited to tumor-associated macrophages, myeloid progenitor cells, and myeloid-derived suppressor cells), matrix proteins, secreted proteins as well as an extracellular matrix comprised of stromal cells, fibrous proteins, glycoproteins, proteoglycans, and polysaccharides. The presence of each of these cells and proteins varies depending on the tumor location and cancer type, but all contribute to the very complex and immunosuppressive TME.
In order for CAR
T-cells
to exert their function against the tumor cells, the first challenges are to navigate through the ecosystem of the TME and to reach the tumor. Once there, they need to bypass the strong immunosuppressive and complex TME that downregulates their activity, expansion, and persistence at the tumor site. To face those challenges, additional engineering of CAR
T-cells
to endow them with novel attributes and functionalities necessary to overcome the TME is required.
iii) Another limitation is related to the
cell source of CAR
T-cells
. The majority of CAR
T-cell
therapies in clinical testing worldwide, including the marketed products, are autologous in nature which means that the CAR
T-cells
are produced from patient-derived
T-cells.
Specifically,
T-cells
are harvested from the patient’s blood using a procedure known as leukapheresis, after which the cells are genetically modified and then administered back to the patient via intravenous infusion in the bloodstream. This custom-made cell production is very expensive, requires complex patient-specific manufacturing with a failure rate between
2-10%
in the commercial setting, has limited scalability, and shows a large variability in quality between patients due to the patient’s prior treatment and disease history which makes it difficult to predict the potency of the
T-cells.
Additionally, the delay in treatment initiation due to the time needed for the manufacturing process (weeks to months) can be particularly problematic in patients with rapidly progressing disease. Moreover, there is a logistical challenge in shipping cells back and forth between the treatment site and cell production facilities, which usually follows a centralized manufacturing model, meaning that patients with advanced diseases have a significant possibility of disease progression before they receive the CAR
T-cells.
The development of allogeneic,
‘off-the-shelf’
CAR
T-
cells allows to overcome many of these limitations, contributing to scalability and direct access to CAR
T-cell
therapies.
Allogeneic CAR
T-cells
are manufactured from blood collected from healthy donors after which the cells can be stored frozen until a patient requires treatment. Hence, allogeneic CAR
T-cells
are available on demand and lack the variability inherent in autologous CAR
T-cells.
Whilst attractive, the main downside of the allogeneic approach is the risk of potential life-threatening toxicity called “graft-versus-host disease” (GvHD) that is mediated by recognition of the patient’s healthy tissues by the
T-cell
receptor (TCR) present on the surface of allogeneic CAR
 
Celyad Oncology
Page | 5
T-cells. To minimize this risk, the manufacturing process of allogeneic CAR
T-cell
therapies include an engineering step that aims to eliminate or blunt the signaling or the expression of the TCR using specific technology. As a result, the engineered allogeneic CAR
T-cells
fail to recognize the patient’s healthy tissue as foreign, preventing GvHD.
Of late, current research efforts to prevent GvHD have been focused on gene editing technologies to enable the genome-level ablation of components of the TCR. Several gene-edited allogeneic CAR
T-cell
candidates are currently being evaluated in human clinical trials in
B-cell
malignancies, with some preliminary success. However,
off-target
editing remains a concern for developers and regulators because the safety risks associated with genetic disruptions that may lead to unintended, irreversible
off-target
genetic alterations (i.e.
off-target
DNA cleavages, mutations, or chromosomal rearrangements) are significant. Moreover, practical hurdles (i.e. lengthy and difficult technical process to engineer multiple gene editing, an inefficient production characterized with lower yield as the number of edits increase, etc.) to delivering a gene-edited
T-cell
product remain.
Our differentiated strategy
Our activities are based on three main pillars:
 
  •  
The development of CAR
T-cells
based on targets expressed in a vast majority of tumor indications
aims to provide a treatment option to a broad patient population. Celyad Oncology has developed several CAR
T-cell
product candidates based on the natural killer group 2D (NKG2D), a receptor that is expressed on natural killer (NK) and
T-cells
and binds to eight stress-induced ligands broadly expressed on tumor cells in most solid tumors and hematological malignancies. Two autologous product candidates,
CYAD-01
and
CYAD-02,
and the allogeneic counterpart of
CYAD-01,
CYAD-101,
have been evaluated in clinical trials between 2016 and 2022 to provide
proof-of-concept
of the NKG2D-based approach. All data collected to date have shown an acceptable safety profile and some clinical activity was observed in acute myeloid leukemia, myelodysplastic syndrome, and colorectal cancer patients. Based on what we learned from the clinical data, we are now focusing on the development of the next-generation NKG2D-based multi-specific CAR
T-cells
with the goal to overcome the immune escape often seen with classical single-target approaches. In parallel, we are developing CAR
T-cell
candidates targeting
B7-H6,
which is a ligand of another receptor expressed on NK cells, namely NKp30.
 
  •  
The development of a proprietary
non-gene
editing technology platform based on multiplexing of short hairpin ribonucleic acid (shRNAs)-derived sequences
into a chimeric microRNA (miRNA) scaffold. shRNAs are small pieces of
non-coding
RNAs that downregulate gene expression post-transcriptionally. This downregulation allows for effective silencing of specific targets, without gene manipulation.
Proof-of-concept
of this proprietary technology has been provided via clinical evaluation of two of our CAR
T-cell
candidates including: i) an allogeneic BCMA-targeting CAR
T-cell
candidate
(CYAD-211),
where the propriety technology was used to target CD3
z
to knock-down the TCR complex, and ii) an autologous NKG2D-based CAR
T-cell
candidate
(CYAD-02),
where the propriety technology was used to target the NKG2D ligands (NKG2DL) MICA/B to prevent cell fratricide and improve cell persistence.
While the knock-down of a single target has its benefits, the real potential of our technology relies in the multiplexing and the simultaneous knock-down of multiple targets in the same cell. For instance, multiple modifications are required to overcome the immunosuppressive TME and enhance cell persistence, and the immune checkpoints
PD-1,
LAG3, TIM3, and TIGIT are all obvious targets to overcome cellular exhaustion. Furthermore, to increase cell persistence of allogeneic CAR
T-cells,
rejection of the cells by the patient’s immune system must be avoided which requires downregulation of the genes encoding the human leukocyte antigen
(HLA)-I
and II. Therefore, we are focused on the engineering of a novel miRNA-based scaffold where multiple shRNAs can be inserted into a single construct, allowing simultaneous downregulation of multiple target genes. Importantly, the shRNA platform can be used with an
all-in-one
vector approach
meaning that a single vector is used to generate CAR
T-cells
which allows simplifying the design and development of our CAR
T-cell
therapy candidates. The
all-in-one
vector encodes multiple components of the CAR construct simultaneously, including the CAR, one or several shRNAs targeting genes involved in alloreactivity, cell persistence, anti-tumor activity or the ability to evade the complex and immunosuppressive TME as well as a cell selection marker used to enrich the manufactured cells and potential therapeutic
“add-ons”
such as cytokines. This single transduction,
plug-and-play
approach has the potential to streamline process development and manufacturing while broadening the potential applicability of our CAR
T-cell
therapy candidates.
 
  •  
In addition, the Company has compiled a
fundamental and broad Intellectual Property (IP) portfolio
that controls key aspects of the development of allogeneic and NK receptor-based therapies.
 
Celyad Oncology
Page | 6
First Half 2023 and Recent Business Highlights
Corporate update:
 
  •  
Georges Rawadi was appointed as Chief Executive Officer of the Company as from April 27, 2023. Georges Rawadi is a seasoned executive with over 20 years of experience in pharma/biotech, as research director, business developer, CEO, and board member. He also has insightful knowledge of both the company and the
CAR-T
space as he spent four years at Celyad Oncology (2014-2018) as Vice-President Business Development & Intellectual Property (“BD & IP”). Georges Rawadi has a genuine passion for seeking and creating new business opportunities.
 
  •  
On May 5, 2023, the Company announced voluntary delisting of its American Depositary Shares representing ordinary shares (“ADSs”) from the Nasdaq Global Market. The Company continues to be listed on Euronext Brussels and Euronext Paris.
 
  •  
On August 24, 2023, the Company announced that it has obtained commitments from Fortress, Tolefi and other longstanding existing shareholders to subscribe to a capital increase of up to €9.8 million (whose €2.0 million related to the first tranche has been already proceeded as of September 4, 2023). The Company intends to use net proceeds from the private placement to fund the development of its innovative
CAR-T
cell targets, accelerate the deployment of proprietary
CAR-T
cell engineering and further fortify its valuable intellectual property portfolio, its operations in Research & Development as well as its activities in IP and Business Development. The Company believes that following the close of the second tranche subscribed by Fortress which is subject to approval by the extraordinary shareholders’ meeting, its existing cash and cash equivalents should be sufficient, based on the current scope of activities, to fund operating expenses and capital expenditure requirements until the end of the fourth quarter of 2024.
Activities and research update:
— shRNA
non-gene-edited
technology —
shRNA is a dynamic, innovative technology that allows, among others, for the development of allogeneic CAR
T-cells
through the modulation of genes encoding the TCR without the need for gene editing. Beyond its use to generate allogeneic cell therapies, shRNA can be used to modulate other genes, including essential functional genes and genes whose partial expression is required to provide broad therapeutic functionalities. We are currently engineering
T-cells
for specific desired features, including increased persistence, enhanced anti-tumor activity, ability to evade complex or immunosuppressive TME, or potentially improved tolerability of the CAR
T-cell
candidate. We believe that shRNA offers us the ability to design and develop next-generation,
non-gene-edited
allogeneic CAR
T-cell
therapies with any CAR across a broad array of targets.
 
Celyad Oncology
Page | 7
Next to the ability to downregulate the target (or targets) of interest, the dynamic range achievable with the shRNA multiplexed platform allows that the expression of each candidate protein can be modulated independently. This is of importance in instances where a reduction in the protein expression is of benefit rather than a complete removal of the protein expression. There are multiple proteins within
T-cells
that play crucial roles in the skewing of
T-cell
functionality, efficacy, persistence, and survival that need to be down-tuned rather than simply removed. This is, for example, the case for the HLA class I protein. Specifically, removal of this protein leads to recognition of the cells by the patient’s NK cells, which in turn will lead to low cell persistence. Modulating the protein expression to an extent that it is no longer targeted by NK cells can help the engineered cells to evade the patient’s immune system.
We are currently focusing on multiplexing the shRNA technology to enable targeting of multiple targets simultaneously using our
all-in-one
vector system. This is of great importance, as targeting a single gene is of limited use in most cases. For example and especially in the context of solid tumors, immune checkpoint inhibitors, encompassing a group of multiple receptors that include
PD-1,
LAG-3
and many others, are important targets for downregulation – since it has been shown that multiple tumors express the ligands of these receptors. As immune checkpoint inhibitors can suppress
T-cell
cytotoxicity, they could be involved in the inhibition of CAR
T-cell
responses or other
T-cell
mediated responses. The large number of target genes that can be downregulated simultaneously makes these perfect candidate targets for our shRNA technology.
During this first half of 2023, we have collected and presented data validating our shRNA multiplexing approach:
 
  •  
We developed a miRNA-based multiplex shRNA platform designed for easy, efficient, and tunable downregulation of up to four target genes simultaneously;
 
  •  
Furthermore, we showed that the downregulation of each target gene could be fine-tuned, from a moderate downregulation up to a functional
knock-out,
without the need of gene editing thereby avoiding associated potential safety issues;
 
  •  
The
plug-and-play
design of our platform is designed to allow swapping of each target sequence without affecting the performance of the technology and streamlining of the generation of engineered adoptive
T-cell
therapies;
 
  •  
To demonstrate the effectiveness of our approach, we have been able to simultaneous knock-down in CAR
T-cells
several genes involved in different cellular processes such as alloreactivity (CD3
z
), cell persistence (
b
2M, CIITA),
T-cell
exhaustion
(PD-1,
LAG-3),
or ligand-induced apoptosis (CD95);
 
  •  
Data were presented at the World Oncology Cell Therapy Congress in Boston, US (April
25-26,
2023).
— NKG2D-based CAR
T-cells
—
NKG2D is an activating receptor on NK cells and some
T-cell
subsets (CD8+
T-cells,
natural killer
T-cells,
g
d
T-cells).
In a normal situation, NK cells use NKG2D to scan the whole body for the presence of stress signals on cells and tissues which could be indicative of a virus or bacterial infection, or malignant transformation. NKG2D binds to eight different stress induced ligands (MICA, MICB, ULBPs
1-6)
which are over expressed by a large variety of tumor cells, but are absent or expressed at low levels in normal tissues. By arming
T-cells
with the NKG2D-specificity, we enable them to target the stress ligands present on tumor cells while activating the killer function of
T-cells
within the tumor. Furthermore, targeting stress ligands enables NKG2D-based CARs to potentially treat a broad range of cancers.
Between 2016 and 2022, we have validated the NKG2D ligands targeting approach in the clinic with two autologous CAR
T-cell
candidates:
CYAD-01
and
CYAD-02,
and one allogeneic CAR
T-cell
candidate:
CYAD-101.
Overall, NKG2D-based CAR
T-cells
were well tolerated with no treatment-related deaths and less than 30% of the patients had adverse events of grade 3 or above. Some signs of clinical activity were reported in
difficult-to-treat
patient populations including metastatic acute myeloid leukemia and colorectal cancer.
During this first half of 2023, we have published data validating our NKG2D-based CAR
T-cell
approach:
 
  •  
Results from the hematological arm of the Phase I THINK trial have been published in The Lancet Haematology Journal (Lancet Haematol. 2023
Mar;10(3):e191-e202).
 
  •  
Data from the 16 patients treated in the dose-escalation segment provided
proof-of-concept
for targeting NKG2D ligands with CAR
T-cell
therapy.
 
  •  
Further development of NKG2D-based CAR
T-cell
therapies is warranted, potentially in combination with other treatments or through further optimization of the CAR to improve anti-tumor efficacy.
 
Celyad Oncology
Page | 8
— Multi-specific CAR
T-cell
platform –
As mentioned above, targeting a single antigen by CAR
T-cells
can be problematic in certain hematological malignancies, and efficacy has not yet been demonstrated in solid tumors. The reasons behind the possible failure of single targeting CAR
T-cells
are multi-factorial including but not limited to the immunosuppressive TME, and antigen escape or loss. With a multi-specific CAR, several antigens can be targeted simultaneously by the same CAR so that if one antigen is lost, there are still other antigens that can be recognized by the CAR resulting in lysis of the cancer cells.
We therefore developed a multi-targeting CAR platform that focuses on the NKG2D receptor. The NKG2D receptor specifically targets NKG2D ligands (NKG2DL) of which the expression is induced by different stress situations. This strategy is different from multi-specific CAR
T-cells
where similar antigens (or lineage antigens) are targeted such as CD19 and CD20, and it is not limited to only one specific tumor indication. The targeted antigens are associated with both the immunosuppressive TME and the tumor tissue itself. Hence, the application of NKG2D based multi-specific CAR
T-cells
is suitable not only in situations where antigen escape and/or loss may occur, but also in situations where multiple organs are affected, which is for instance the case in metastatic and advanced solid cancers. These malignancies are very difficult to target with conventional means, and use of a NKG2D-based multi-targeting CAR platform may offer a key alternative.
During this first half of 2023, we have collected and presented data from our multi-specific CAR
T-cell
platform at the Immuno-Oncology Summit Europe 2023 held in London, UK (June
20-22,
2023):
 
  •  
We have developed different NKG2D/CD19 multi-specific CAR
T-cells,
utilizing both tandem and dual-NKG2D-based CARs that encompass the extracellular domain of the natural NKG2D receptor fused to, or
co-expressed
with an anti-CD19 CAR;
 
  •  
The majority of our CD19/NKG2DL multi-specific CAR
T-cell
candidates were able to secrete cytokines, proliferate, and eliminate acute lymphoblastic leukemia tumor cells lacking the CD19 antigen
in vitro
. Interestingly, some of these multi-specific CAR
T-cells
displayed a better
in vitro
functionality against wild-type leukemia tumor cells expressing the CD19 antigen as compared to CD19-specific single targeting CAR
T-cells,
highlighting the potential of our approach against both CD19 positive and CD19 negative cancer cells;
 
  •  
First
in vivo
data suggest that our CD19/NKG2DL multi-specific CAR
T-cell
candidates have an enhanced anti-tumor efficacy against heterogeneous lymphoma tumors as compared to currently existing treatment options;
 
  •  
We are currently developing several NKG2D-based multi-specific CAR
T-cells
for the treatment of diverse solid cancers where there is ahigh heterogeneity in antigen expression.
—
B7-H6
targeting CAR
T-cells
—
As part of our efforts to identify new targets expressed by a broad range of tumors, we are currently developing
B7-H6-targeting
CAR
T-cell
therapies.
B7-H6
is a stress ligand involved in the NK activation and immunosurveillance through its recognition by the receptor NKp30. In
cancers,B7-H6
expression is associated with tumor progression, poor prognosis, and lymph node metastasis.
B7-H6
may be used to recognize and kill tumor cells, and we believe it is an underappreciated target that could change the paradigm of cell therapy due to its broad expression in a large variety of cancers and absence in normal cells.
In the first half of 2023, we continued to progress on the development of
B7-H6-targeting
CAR
T-cells,
with the aim of broadening the landscape of CAR
T-cell
therapies.
Upcoming Milestones
 
  •  
The Company will provide additional update on its multi-specific CAR platform, shRNA multiplexing approach, and business developments in the second half of 2023;
 
  •  
The Company aims to get its assets ready for clinical evaluation and to conduct clinical trials either by the Company and/or through strategic partnerships;
 
  •  
The Company will take part in several international scientific and business conferences in the second half of 2023, including the
CAR-TCR
Summit in Boston (August 29 – September 1), the 4th International Conference on Lymphocyte Engineering (ICLE) in Munich (September
12-14)
and the annual congress of the Society for Immunotherapy of Cancer (SITC) in San Diego (November
1-5);
 
Celyad Oncology
Page | 9
  •  
The Company anticipates fundraising in the third quarter of 2023;
 
  •  
The Company has planned to relocate, during the second semester of 2023, into a new research facility which fits better to its current needs after the strategic shift. The Company will remain headquartered at the Axis Parc, Mont-Saint-Guibert, Belgium but with its new business location at Dumont 9.
First Half 2023 Financial Results
Key financial figures for half year 2023, compared with half year 2022 and full year 2022, are summarized below:
 
Selected key financial figures
(€ millions)
   
Half Year
30 June 2023
   
Half Year
30 June 2022
   
Full Year
31 December 2022
       
Revenue
    —      —      —  
       
Research and development expenses
    (2.1)    (10.5)    (18.9)
       
General and administrative expenses
    (3.7)    (6.2)    (10.5)
       
Change in fair value of contingent consideration
    —      1.1    14.7
       
Impairment of Oncology intangible assets
    —      —      (35.1)
       
Other income/(expenses)
    2.1    1.6    9.0
       
Operating loss
1
    (3.7)    (14.1)    (40.9)
       
Loss for the period/year
    (3.7)    (14.1)    (40.9)
       
Net cash used in operations
    (8.3)    (16.3)    (28.0)
       
Cash and cash equivalents
    5.0    14.4    12.4
The Company’s license and collaboration agreements generated no revenue in the first half of 2023 similar to the first half of 2022.
The decrease in the Company’s R&D expenses is primarily driven by the Company’s decision to discontinue some of the preclinical costs, manufacturing, and clinical study activities after adopting and implementing a new business strategy in the last few months of 2022. Furthermore, there has been a decrease in employee expenses and related travel costs mainly attributed to the headcount reduction throughout the year ending on December 31, 2022, in support of the Company’s reorganization around preclinical and clinical programs, along with a reduction in expenses related to share-based payments
(non-cash
expenses) associated with the warrant plan offered to the Company’s employees, managers and directors.
General and Administrative (G&A) expenses amounts to €3.7 million in June 2023 as compared to €6.2 million during the comparative period in 2022, either a decrease of €2.5 million. This decrease is primarily related to the decrease of insurances costs, the decrease of employee expenses due to headcount reduction and management changes through the year ended 2022 to support the Company’s reorganization and the decrease of the expenses associated with the share-based payments
(non-cash
expenses) related to the warrants plan offered to the Company’s employees, managers and directors.
As of June 30, 2023, Management has determined that there has been no event (such as a firm sublicense or collaboration contract) that led to a change in fair value of the contingent consideration and other financial liabilities.
 
1
 
The operating loss arises from the Company’s loss for the period before deduction of financial income, financial expenses and income taxes. The purpose of this measure by Management is to identify the Company’s results in connection with its operating activities.
 
Celyad Oncology
Page | 10
Regarding the other income/other expenses, the Company posted €2.1 million in net other income for the first half of 2023 compared to a net other income of €1.6 million for the first half of 2022. The net other income for the first half of 2023 is primarily due to the gain on the sale of certain fixed assets to Cellistic for €1.1 million and a grant income from the Walloon Region of €0.8 million.
Net loss was €3.7 million, or €(0.17) per share, for the first half of 2023 compared to a net loss of €14.1 million, or €(0.62) per share, for the same period of 2022.
Net cash used in operations, was €8.3 million for the first half of 2023 compared to €16.3 million for the first half of 2022. The decrease of €8.0 million is primarily driven by the selling of the manufacturing activities in 2022 combined with global decrease on preclinical and clinical activities, insurance costs, headcount, management changes costs and associated impact on the change in working capital. The decrease of these costs is in line with the Group’s decision to adopt and implement over the last few months of the year 2022 the new business strategy to focus on early stage discovery research in areas of expertise where it can leverage the differentiated nature of its platforms.
As of June 30, 2023, the Company had cash and cash equivalents of €5.0 million. No capital increase has occurred in the first half of 2023.
As of June 30, 2023, the total number of basic shares outstanding were 22.6 million similar to December 31, 2022.
Operating Capital Requirements
These interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern.    
As of June 30, 2023, the Company had cash, cash equivalents of €5.0 million which should be sufficient to fund operating expenses and capital expenditure requirements into the fourth quarter of 2023.
After due consideration of detailed budgets and estimated
cash flow forecasts for the years 2023 and 2024, the Company continues to project that its existing cash and cash equivalents will not be sufficient to fund its estimated operating and capital expenditures over at least the next 12 months from the date that the interim financial statements are issued.
The Company is currently evaluating different financing options to obtain the required funding to extend the Company’s cash runway beyond 12 months from the date the interim financial statements are issued. Financing options may include, but are not limited to, the public or private sale of equity, debt financings or funds from other capital sources, such as collaborations, strategic alliances and partnerships, or licensing arrangements with third parties. However, there can be no assurance that the Company will be able to secure additional financing, or if available, that it will be sufficient to meet its needs or available on favorable terms indicating a material uncertainty exists about the Company’s ability to continue as a going concern.
On August 24, 2023, the Company announced that it has obtained commitments from Fortress, Tolefi and other longstanding existing shareholders to subscribe to a capital increase of up to €9.8 million (whose €2.0 million related to the first tranche has been already proceeded as of September 4, 2023). Taking into account the Management’s assumptions regarding estimated cash-flows for the years 2023 and 2024, the Company believes that following the close of the second tranche subscribed by Fortress which is subject to approval by the extraordinary shareholders’ meeting, its existing cash and cash equivalents should be sufficient, based on the current scope of activities, to fund operating expenses and capital expenditure requirements until the end of the fourth quarter of 2024.
The accompanying interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the interim consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
War in Ukraine
In February 2022, Russia launched a military invasion of Ukraine. The ongoing military operations in Ukraine and the related sanctions targeted against Russia and Belarus may have an impact on the European and global economies. The Company has no operations or suppliers based in Ukraine, Belarus, or Russia, and consequently there has not been a negative impact on our operations to date.
 
Celyad Oncology
Page | 11
However, the general economic impacts of the conflict are unpredictable and could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets. Given the continuing conflict, the operations of the Company could be disrupted due to the demise of commercial activity in impacted regions and due to the severity of sanctions on the businesses upon which the Company and its suppliers rely. Further, state-sponsored cyberattacks could expand as part of the conflict, which could adversely affect the Company’s ability to maintain or enhance key cyber security and data protection measures. To date, the Company has not experienced any material adverse impacts, but the Company is not able to reliably predict the potential impact of the conflict on its future business or operations.
 
1.2
Risks and uncertainties
The following key risks and uncertainties for the Company described here below are those, currently known and specific to the Company. If any of these risks materialize, the business, financial condition or results of operations of the Company could suffer:
 
  •  
The Company may need substantial additional funding, which may not be available on acceptable terms when needed, if at all.
 
  •  
The Company has substantial financial commitments resulting from material agreements (with Celdara Medical, The Trustees of Dartmouth College, Horizon Discovery), for which the Company will need substantial additional funding.
 
  •  
The Company has incurred net losses in each period since its inception and anticipate that it will continue to incur net losses in the future.
 
  •  
The Company’s product candidates and technologies are new approaches to cancer treatment that present significant challenges.
 
  •  
The Company may face significant competition and technological change which could limit or eliminate the market opportunity for its product candidates.
 
  •  
The Company could be unsuccessful in obtaining, maintaining or protecting its intellectual property rights for one or more of its product candidates.
 
  •  
The Company’s patents and other intellectual property rights portfolio is relatively young and may not adequately protect its research programs and product candidates.
 
  •  
The Company depends on intellectual property licensed from third parties and termination of any of these licenses could result in the loss of significant rights, which would harm its business.
 
  •  
The Company may infringe on the patents or intellectual property rights of others and may face patent litigation, which may be costly and time consuming.
 
  •  
Cell-based therapies rely on the availability of specialty raw materials, which may not be available to the Company on acceptable terms or at all.
 
  •  
The Company relies and will continue to rely on collaborative partners regarding the development of its research programs and product candidates.
 
  •  
The general economic impacts of the conflict in Ukraine are unpredictable and could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets.
This list is not exhaustive, and the Company recommends that you read the detailed analysis of the risks that the Company faces as set out in its 2022 Annual Report on Form
20-F
filed with the SEC on March 23, 2023, and subsequent filings and reports made by the Company.
As previously disclosed in note 5.34.2 of the 2022 Annual Report, Horizon Discovery/Perkin Elmer, Inc. (Horizon/PKI) informed the Company they believe the Company was in material breach of these agreements as a result of certain disclosures the Company has made in connection with its obligations as a publicly traded company in the United States and Belgium, although they have not formally delivered to the Company a notice of material breach or termination. The Company believes any such assertion of material breach would be without merit and the Company would expect to vigorously defend any such notice of material breach. Any dispute under these agreements would be subject to arbitration in The Hague under the International Chamber of Commerce Rules. On the date of this Report, discussions are still ongoing with Horizon/PKI about possible amendments to these agreements in connection with which the Company would retain freedom to operate under the
in-licensed
patents.
 
Celyad Oncology
Page | 12
Of note, the Company has filed patent applications which, if issued, would cover other aspects of the product candidates described above as well as products developed by third parties that deploy similar technology and targets. These patent applications encompass the downregulation of one or more of the targets covered under the Horizon/PKI agreements, the use of shRNA to downregulate such targets in immune cells and the combination of shRNAs with a chimeric antigen receptor in immune cells. The Company is also developing a second-generation shRNA platform that does not incorporate any of the Horizon/PKI technology.
The discontinued allogeneic CAR T product candidate of the Company,
CYAD-101,
does not incorporate any of the Horizon/PKI technology.
 
Celyad Oncology
Page | 13
2.
Unaudited Condensed Consolidated Interim Financial Statements –
Six-month
period ended June 30, 2023
 
2.1
Unaudited interim consolidated statement of Financial Position

(€’000)
  
 
 
  
June 30,
 
 
December 31,
 
 
  
Notes
 
  
2023
 
 
2022
 
NON-CURRENT
ASSETS
            
 
4 484
 
  
 
4 891
 
Goodwill and Intangible assets
      2.5.8        645       864  
Property, Plant and Equipment
               848       309  
Non-current
Grant receivables
      2.5.9        2 782       3 454  
Other
non-current
assets
      2.5.9        209       264  
CURRENT ASSETS
            
 
7 694
 
  
 
14 825
 
Trade and Other Receivables
      2.5.10        879       1 118  
Current Grant receivables
      2.5.10        1 217       —    
Other current assets
      2.5.10        622       1 017  
Short-term investments
      2.5.11        —         —    
Cash and cash equivalents
      2.5.11        4 976       12 445  
Assets held for sale
               —         245  
             
 
 
    
 
 
  
TOTAL ASSETS
            
 
12 178
 
  
 
19 716
 
             
 
 
    
 
 
  
EQUITY
   
 
2.3
 
   
 
1 019
 
  
 
4 317
 
Share Capital
      2.5.12        78 585       78 585  
Share premium
      2.5.12        6 317       6 317  
Other reserves
      2.5.12        35 242       34 800  
Capital reduction reserve
      2.5.12        234 562       234 562  
Accumulated deficit
      2.5.12        (353 687 )      (349 947 ) 
NON-CURRENT
LIABILITIES
            
 
5 067
 
  
 
4 973
 
Lease liabilities
      2.5.17        351       118  
Recoverable Cash advances (RCAs)
      2.5.13        4 486       4 584  
Contingent consideration payable and other financial liabilities
      2.5.16        —         —    
Post-employment benefits
               13       13  
Other
non-current
liabilities
      2.5.14        217       258  
CURRENT LIABILITIES
            
 
6 092
 
  
 
10 426
 
Lease liabilities
      2.5.17        185       137  
Recoverable Cash advances (RCAs)
      2.5.13        763       437  
Trade payables
      2.5.15        3 411       4 752  
Other current liabilities
      2.5.15        1 733       5 100  
             
 
 
    
 
 
  
TOTAL EQUITY AND LIABILITIES
            
 
12 178
 
  
 
19 716
 
             
 
 
    
 
 
  
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
 
Celyad Oncology
Page | 14
2.2
Unaudited interim consolidated statement of comprehensive income
 
(€‘000)
  
 
 
  
For the Six-month period ended June 30,
 
 
  
Notes
 
  
2023
 
 
2022
 
Revenue
   
 
2.5.6
 
   
 
44
 
  
 
—  
 
Cost of sales
               (44 )      —    
Gross profit
   
 
2.5.6
 
   
 
—  
 
  
 
—  
 
Research and Development expenses
               (2 139 )      (10 527 ) 
General & Administrative expenses
               (3 665 )      (6 245 ) 
Change in fair value of contingent consideration
               —         1 128  
Other income
               2 123       1 781  
Other expenses
               (64 )      (214 ) 
Operating Loss
2
   
 
2.5.6
 
   
 
(3 745
) 
  
 
(14 077
) 
Financial income
               26       148  
Financial expenses
               (21 )      (127 ) 
Loss before taxes
   
 
2.5.6
 
 
(3 740
) 
 
(14 056
) 
Income taxes
               —         —    
Loss for the period
   
 
2.5.6
 
   
 
(3 740
) 
  
 
(14 056
) 
Basic and diluted loss per share (in €)
               (0.17 )      (0.62 ) 
             
 
 
    
 
 
  
Other comprehensive income/(loss)
                          
Items that will not be reclassified to profit and loss
 
   
 
—  
 
  
 
—  
 
Remeasurements of post-employment benefit obligations, net of tax
 
      —         —    
Items that may be subsequently reclassified to profit or loss
 
   
 
(1
) 
  
 
(9
) 
Currency translation differences
               (1 )      (9 ) 
Other comprehensive income / (loss) for the period, net of tax
 
   
 
(1
) 
  
 
(9
) 
      
 
 
    
 
 
  
Total comprehensive loss for the period
            
 
(3 741
) 
  
 
(14 065
) 
Total comprehensive loss for the period attributable to Equity Holders
 
   
 
(3 741
) 
  
 
(14 065
) 
      
 
 
    
 
 
  
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
 
2
 
The operating loss arises from the Company’s loss for the period before deduction of financial income, Financial expenses and Income taxes. The purpose of this measure by Management is to identify the Company’s results in connection with its operating activities.
 
Celyad Oncology
Page | 15
2.3
Unaudited interim consolidated statement of changes in equity
 
(€’000)
  
Share capital

(non-

distributable)
 
  
Share

premium

(non-

distributable)
 
  
Other

reserves
2

(distributable
1
)
 
 
Capital

reduction

reserve

(distributable
1
)
 
  
Accumulated

deficit

(distributable
1
)
 
 
Total

Equity
 
Balance as of January 1, 2022
   
 
78 585
 
   
 
6 317
 
   
 
33 172
 
  
 
234 562
 
   
 
(308 997
) 
  
 
43 639
 
Share-based payments
      —          —          1 076       —          —         1 076  
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
    
 
 
  
Total transactions with owners, recognized directly in equity
   
 
—  
 
   
 
—  
 
   
 
1 076
 
  
 
—  
 
   
 
—  
 
  
 
1 076
 
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
    
 
 
  
Loss for the period
      —          —          —         —          (14 056 )      (14 056 ) 
Currency Translation differences
      —          —          (9 )      —          —         (9 ) 
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
    
 
 
  
Total comprehensive loss for the period
   
 
—  
 
   
 
—  
 
   
 
(9
) 
  
 
—  
 
   
 
(14 056
) 
  
 
(14 065
) 
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
    
 
 
  
Balance as of June 30, 2022
   
 
78 585
 
   
 
6 317
 
   
 
34 239
 
  
 
234 562
 
   
 
(323 053
) 
  
 
30 650
 
             
Balance as of July 1, 2022
   
 
78 585
 
   
 
6 317
 
   
 
34 239
 
  
 
234 562
 
   
 
(323 053
) 
  
 
30 650
 
Share-based payments
      —          —          548       —          —         548  
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
    
 
 
  
Total transactions with owners, recognized directly in equity
   
 
—  
 
   
 
—  
 
   
 
548
 
  
 
—  
 
   
 
—  
 
  
 
548
 
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
    
 
 
  
Loss for the period
      —          —          —         —          (26 879 )      (26 879 ) 
Currency Translation differences
      —          —          13       —          —         13  
Remeasurements of defined benefit obligation
      —          —          —         —          (15 )      (15 ) 
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
    
 
 
  
Total comprehensive loss for the period
   
 
—  
 
   
 
—  
 
   
 
13
 
  
 
—  
 
   
 
(26 894
) 
  
 
(26 881
) 
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
    
 
 
  
Balance as of December 31, 2022
   
 
78 585
 
   
 
6 317
 
   
 
34 800
 
  
 
234 562
 
   
 
(349 947
) 
  
 
4 317
 
             
Balance as of January 1, 2023
   
 
78 585
 
   
 
6 317
 
   
 
34 800
 
  
 
234 562
 
   
 
(349 947
) 
  
 
4 317
 
Share-based payments
(3)
      —          —          443       —          —         443  
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
    
 
 
  
Total transactions with owners, recognized directly in equity
   
 
—  
 
   
 
—  
 
   
 
443
 
  
 
—  
 
   
 
—  
 
  
 
443
 
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
    
 
 
  
Loss for the period
      —          —          —         —          (3 740 )      (3 740 ) 
Currency Translation differences
      —          —          (1 )      —          —         (1 ) 
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
    
 
 
  
Total comprehensive loss for the period
   
 
—  
 
   
 
—  
 
   
 
(1
) 
  
 
—  
 
   
 
(3 740
) 
  
 
(3 741
) 
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
    
 
 
  
Balance as of June 30, 2023
   
 
78 585
 
   
 
6 317
 
   
 
35 242
 
  
 
234 562
 
   
 
(353 687
) 
  
 
1 019
 
    
 
 
     
 
 
     
 
 
    
 
 
     
 
 
    
 
 
  
 
(1)
Pursuant to Belgian law (“BCCA”), the calculation of amounts available for distribution to shareholders, as dividends or otherwise, must be determined on the basis of the Company’s standalone
non-consolidated
statutory financial statements of Celyad Oncology SA prepared under Belgian GAAP, and not on the basis of IFRS consolidated financial statements. For more information, see note 2.5.12.
(2)
Other reserves include Share-base payment reserve, Other equity reserve from conversion of convertible loan in 2013 and Currency Translation Difference.
(3)
There have been no new issuance of warrants during the first semester of 2023 but the Group recognized vesting costs in continuity with previous warrants plans and taking into account the warrants granted during the
six-month
period ended June 30, 2023.
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
 
Celyad Oncology
Page | 16
2.4
Unaudited interim consolidated statement of cash flows
 
(€‘000)
  
 
 
  
For the Six-month period ended June 30,
 
 
  
Notes
 
  
2023
 
 
2022
 
Cash Flow from operating activities
                          
Loss for the period
      2.2        (3 740 )      (14 056 ) 
Non-cash
adjustments
                          
Goodwill and Intangibles assets - Amortization and impairment
               253       455  
Property, plant & equipment - Depreciation
               144       516  
Loss on disposal of Property, plant and equipment
      2.5.6        7       —    
Gain on sales of Property, plant & equipment
      2.5.6       
(1 070
 )      —    
Provision for onerous contract
               9       59  
Change in fair value of contingent consideration payable and other financial liabilities
      2.5.6        —         (1 128 ) 
Remeasurement of Recoverable Cash Advances (RCAs)
      2.5.6        20       66  
Grant income (RCAs and others)
      2.5.6        (798 )      (1 449 ) 
Share-based payment expense
               443       1 076  
Change in working capital
                          
Trade receivables, other
(non-)current
receivables
               583       514  
Trade payables, other
(non-)current
liabilities
               (4 182 )      (2 361 ) 
Net cash used in operations
            
 
(8 331
) 
  
 
(16 308
) 
             
 
 
    
 
 
  
Cash Flow from investing activities
                          
Acquisition of Property, Plant & Equipment
               (316 )      (106 ) 
Acquisitions of Intangible assets
               (34 )      —    
Disposals of Property, Plant & Equipment
               1 315       —    
Proceeds from net investment in lease
               —         156  
Proceeds from short-term investments
               —         1 090
Net cash from/(used in) investing activities
            
 
965
 
  
 
1 140
 
             
 
 
    
 
 
  
Cash Flow from financing activities
                          
Repayments of leases
               (92 )      (494 ) 
Net proceeds from issuance of shares and exercise of warrants
               (10 )      (125 ) 
Proceeds from RCAs & other grants
      2.5.7        —         174  
Repayment of RCAs & other grants
               —         —    
Net cash from/(used in) financing activities
            
 
(102
) 
  
 
(445
) 
             
 
 
    
 
 
  
Net cash and cash equivalents at beginning of the period
            
 
12 445
 
  
 
30 018
 
Change in Cash and cash equivalents
      2.5.7        (7 468 )      (15 613 ) 
Effects of exchange rate changes on cash and cash equivalents
               (1 )      (20 ) 
             
 
 
    
 
 
  
Net cash and cash equivalents at the end of the period
            
 
4 976
 
  
 
14 385
 
             
 
 
    
 
 
  
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
 
Celyad Oncology
Page | 17
2.5
Notes to the unaudited condensed consolidated interim financial statements –
Six-month
period ended June 30, 2023
 
2.5.1
General Information
Celyad Oncology SA and its affiliates will be collectively referred to as “the Company”, “the Group”, “Celyad”, “we” or “us”.
The Company is a biotechnology company focused on the research and development of chimeric antigen receptor T cell (CAR T) therapies for cancer.
Celyad Oncology SA was incorporated on July 24, 2007, under the name “Cardio3 BioSciences”. Celyad is a limited liability company (Société Anonyme) governed by Belgian law with its registered office at Axis Parc, Rue Edouard Belin 2,
B-1435
Mont-Saint-Guibert, Belgium (company number 0891.118.115).
The Company’s ordinary shares are listed on NYSE Euronext Brussels and NYSE Euronext Paris regulated markets and the Company’s American Depositary Shares (ADSs) were listed on the Nasdaq Global Market until July 20, 2023, when the delisting of its American Depositary Shares representing ordinary shares (“ADSs”) from the Nasdaq Global Market has been effective, all under the ticker symbol CYAD.
The Company has three fully owned subsidiaries (together, the Group) located in Belgium (Biological Manufacturing Services SA) and in the United States (Celyad Inc. and Corquest Medical, Inc.).
The condensed consolidated interim financial statements have been approved for issuance by the Company’s Board of Directors on September 4, 2023.
The Interim Financial Report is available to the public free of charge and upon request to the above-mentioned address or via the Company’s website (
https://celyad.com/investors/regulated-information/
).
Key event 2023
Effective as of January 1, 2023, under the terms of an asset purchase agreement between the Group and Cellistic (the cell therapy development and manufacturing business of Ncardia BV), Cellistic agreed to acquire certain fixed assets of the Group for a total consideration of €1.3 million. The Group has entered into a lease agreement for its new head quarter (Dumont 9 building in Mont-Saint-Guibert, Belgium). This lease commenced on April 1, 2023. During the time needed for the
set-up
of its new offices of Dumont 9 building and the relocation of the current corporate offices during the second semester of 2023, the Group executes short term lease (less than 12 months) of a part of Belin 2 building from Cellistic for €0.3 million. For more information on the financial consequences of these transactions, refer to notes 2.5.6 and 2.5.17.
 
2.5.2
Basis of preparation and significant accounting policies
The condensed consolidated interim financial statements of the Group for the
six-month
period ended June 30, 2023 (the “interim period”) include Celyad Oncology SA and its subsidiaries. The significant accounting policies used for preparing the condensed consolidated interim financial statements are explained below.
 
2.5.2.1
Basis of preparation of Half Year Report
The condensed consolidated interim financial statements have been prepared in accordance with the IFRS as issued by the IASB and with IAS 34, Interim Financial Reporting, and the same accounting policies used to prepare the most recent annual financial statements. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the annual financial statements for the year ended December 31, 2022.
The preparation of the Company’s condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the interim period. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. The principal risks during the interim period have not materially changed from those mentioned in the 2022 Annual Report and subsequent reports and filings made with the SEC, each of which are available on the Company’s website (
http://www.celyad.com/investors/regulated-information
).
 
Celyad Oncology
Page | 18
All statements and information relate to the interim period unless otherwise stated.
The condensed consolidated interim financial statements are presented in thousands of Euros and all values are rounded to the nearest thousand (€’000) except when otherwise indicated. Amounts have been rounded off to the nearest thousand and in certain cases, this may result in minor discrepancies in the totals and
sub-totals
disclosed in the financial tables.
Operating Capital Requirements
These interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern.
As of June 30, 2023, the Company had cash, cash equivalents of €5.0 million which should be sufficient to fund operating expenses and capital expenditure requirements into the fourth quarter of 2023.
After due consideration of detailed budgets and estimated
cash flow forecasts for the years 2023 and 2024, the Company continues to project that its existing cash and cash equivalents will not be sufficient to fund its estimated operating and capital expenditures over at least the next 12 months from the date that the interim financial statements are issued.
The Company is currently evaluating different financing options to obtain the required funding to extend the Company’s cash runway beyond 12 months from the date the interim financial statements are issued. Financing options may include, but are not limited to, the public or private sale of equity, debt financings or funds from other capital sources, such as collaborations, strategic alliances and partnerships, or licensing arrangements with third parties. However, there can be no assurance that the Company will be able to secure additional financing, or if available, that it will be sufficient to meet its needs or available on favorable terms indicating a material uncertainty exists about the Company’s ability to continue as a going concern.
On August 24, 2023, the Company announced that it has obtained commitments from Fortress, Tolefi and other longstanding existing shareholders to subscribe to a capital increase of up to
€9.8 million (whose €2.0 
million related to the first tranche has been already proceeded as of September 4,
 
2023). See note 2.5.19. Taking into account the Management’s assumptions regarding estimated cash-flows for the years 2023 and 2024, the Company believes that following the close of the second tranche subscribed by Fortress which is subject to approval by the extraordinary shareholders’ meeting, its existing cash and cash equivalents should be sufficient, based on the current scope of activities, to fund operating expenses and capital expenditure requirements until the end of the fourth quarter of 2024. 
The accompanying interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the interim consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
War in Ukraine
In February 2022, Russia launched a military invasion of Ukraine. The ongoing military operations in Ukraine and the related sanctions targeted against Russia and Belarus may have an impact on the European and global economies. The Company has no operations or suppliers based in Ukraine, Belarus, or Russia, and consequently there has not been a negative impact on our operations to date.
However, the general economic impacts of the conflict are unpredictable and could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets. Given the continuing conflict, the operations of the Company could be disrupted due to the demise of commercial activity in impacted regions and due to the severity of sanctions on the businesses upon which the Company and its suppliers rely. Further, state-sponsored cyberattacks could expand as part of the conflict, which could adversely affect the Company’s ability to maintain or enhance key cyber security and data protection measures. To date, the Company has not experienced any material adverse impacts, but the Company is not able to reliably predict the potential impact of the conflict on its future business or operations.
 
Celyad Oncology
Page | 19
2.5.2.2 New standards, interpretations, and amendments
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.
None
 
of the new standards, interpretations and amendments, which are effective for periods beginning after January 1, 2023 which have been issued by the IASB have a material effect on the Group’s financial statements. None of the new standards, interpretations and amendments, which will be effective for periods beginning after January 1, 2024 and are not yet effective as of June 30, 2023 and/or not yet adopted as of June 30, 2023, are expected to have a material effect on the Group’s future financial statements as either they are not relevant
to
the Group’s activities, or they require accounting which is consistent with the Group’s current accounting policies.
2.5.2.3 Critical accounting estimates and judgements
The preparation of condensed consolidated interim financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that may significantly affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period.
Refer to note 5.4 from the Group’s 2022 Annual Report for further details about the main critical accounting estimates and judgements.
 
2.5.3
Segment reporting
The chief operating decision-maker (CODM), who is responsible for making strategic decisions, allocating resources and assessing performance of the Group, has been identified as the Board of Directors.
Since the acquisition of the oncological platform in 2015, the management and the CODM have determined that there are two operating segments,
being:
 
 
•
 
the immuno-oncology segment regrouping all assets developed based on the CAR T cell platform, and.
 
 
•
 
the cardiology segment, regrouping the Cardiopoiesis platform, C-Cath
ez
.
Corporate segment includes costs for general and administration functions not allocated to the other business segments.
Although the Group is currently active in Europe and in the United States, no geographical financial information is currently available given the fact that the core operations are currently still in a study phase. No disaggregated information on product level or geographical level or any other level currently exists and hence is also not considered by the Board of Directors for assessing performance or allocating resources.
The CODM is not reviewing assets by segments, hence no segment information per asset is disclosed. As of June 30, 2023, the main Group’s
non-current
assets are located in Belgium.
Since 2017, the Group is fully focused on the development of its immuno-oncology platform. Therefore, as of June 30, 2023, most of the R&D expenses were incurred in the immuno-oncology segment, in line with prior year.
 

 
  
For the
Six-month
period ended June 30, 2022
 
€ ‘000
  
Cardiology
 
 
Immuno-oncology
 
 
Corporate
 
 
Group Total
 
Revenue recognized at a point in time
      —         —         —         —    
Revenue recognized over time
      —         —         —         —    
Total Revenue
   
 
—  
 
  
 
—  
 
  
 
—  
 
  
 
—  
 
Cost of Sales
      —         —         —         —    
Gross Profit
   
 
—  
 
  
 
—  
 
  
 
—  
 
  
 
—  
 
Research & Development expenses
      (268 )      (10 259 )      —         (10 527 ) 
General & Administrative expenses
      —         —         (6 245 )      (6 245 ) 
Change in fair value of contingent consideration
      —         1 128       —         1 128  
Net Other income/(loss)
      (74 )      1 641       —         1 567  
    
 
 
    
 
 
    
 
 
    
 
 
  
Operating Profit/(Loss)
   
 
(342
) 
  
 
(7 490
) 
  
 
(6 245
) 
  
 
(14 077
) 
    
 
 
    
 
 
    
 
 
    
 
 
  
Net financial income/(loss)
      (19 )      (68 )      108       21  
Profit/(Loss) before taxes
   
 
(361
) 
  
 
(7 558
) 
  
 
(6 137
) 
  
 
(14 056
) 
Income Taxes
      —         —         —         —    
    
 
 
    
 
 
    
 
 
    
 
 
  
Profit/(Loss) for the
six-month
period ended June 30, 2022
   
 
(361
) 
  
 
(7 558
) 
  
 
(6 137
) 
  
 
(14 056
) 
    
 
 
    
 
 
    
 
 
    
 
 
  
 
Celyad Oncology
Page | 20
  
For the
Six-month
period ended June 30, 2023
 
€ ‘000
  
Cardiology
 
 
Immuno-oncology
 
 
Corporate
 
 
Group Total
 
Revenue recognized at a point in time
      44       —         —         44  
Revenue recognized over time
      —         —         —         —    
Total Revenue
   
 
44
 
  
 
—  
 
  
 
—  
 
  
 
44
 
Cost of Sales
      (44 )      —         —        
(44
)
Gross Profit
   
 
—  
 
  
 
—  
 
  
 
—  
 
  
 
—  
  
Research & Development expenses
      (355 )      (1 784 )      —         (2 139 ) 
General & Administrative expenses
      —         —         (3 665 )      (3 665 ) 
Change in fair value of contingent consideration
      —         —         —         —    
Net Other income/(loss)
      (16 )      1 249       826       2 059  
    
 
 
    
 
 
    
 
 
    
 
 
  
Operating Profit/(Loss)
   
 
(371
) 
  
 
(535
) 
  
 
(2 840
) 
  
 
(3 745
) 
    
 
 
    
 
 
    
 
 
    
 
 
  
Net financial income/(loss)
      —         (8 )      13       5  
Profit/(Loss) before taxes
   
 
(371
) 
  
 
(543
) 
  
 
(2 827
) 
  
 
(3 740
) 
Income Taxes
      —         —         —         —    
    
 
 
    
 
 
    
 
 
    
 
 
  
Profit/(Loss) for the
six-month
period ended June 30, 2023
   
 
(371
) 
  
 
(543
) 
  
 
(2 827
) 
  
 
(3 740
) 
    
 
 
    
 
 
    
 
 
    
 
 
  
 
2.5.4
Off-Balance
Sheet Commitments
As of June 30, 2023, the Group has no
off-balance
sheet commitments
to
be reported other than those described in note 5.34 of its 2022 Annual Report.
 
2.5.5
Capital Expenditures
In accordance with IAS 38, the Group does not capitalize its research and development expenses until the Group receives marketing authorization for the applicable product candidates. Research and development expenditures incurred during the interim period were accounted for as operating expenses.
 
2.5.6
Results of Operations
Revenue
 
 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
  
2022
 
Out-licensing
revenue
      —          —    
Other revenue
      44        —    
    
 
 
     
 
 
  
Total
   
 
44
 
   
 
—  
 
    
 
 
     
 
 
  
The Group’s license and collaboration agreements generated no revenue in the first half of 2023 similar to first half 2022. The Group did not enter into any new license agreements for the
six-month
period ended June 30, 2023.
 
Celyad Oncology
Page | 21
The Group does not expect to generate material revenue unless and until the Group concludes partnerships with outside parties around the licensing of the patents around allogeneic CAR
T-cell
therapies and NKG2D-based therapies.
The other revenue recognized in the first half of 2023 is part of contract with customer to sell C-Cathez medical devices.
Research and development expenses
The following table is a summary of manufacturing expenses, clinical, quality and regulatory expenses and other research and development expenses, which are aggregated and presented as research and development expenses in the Group’s condensed consolidated interim financial statements.
 
 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
 
2022
 
Employee expenses
      1 711       5 432  
Preclinical study costs
      411       1 034  
Depreciation
      367       721  
IP filing and maintenance fees
      135       458  
Rent and utilities
      133       323  
Share-based payments
      66       212  
Travel & Living
      34       76  
Consulting fees
      5       126  
Clinical study costs
      (685 )      1 465  
Process development and
scale-up
      —         459  
Others
      (38 )      221  
    
 
 
    
 
 
  
Total R&D expenses
   
 
2 139
 
  
 
10 527
 
    
 
 
    
 
 
  
Research and development expenses totaled €2.1 million for the
six-month
period ended June 30, 2023, which represents a decrease of 79.7% compared to the first semester of 2022.
The changes in the R&D expenses are mainly driven by:
 
  •  
The decrease of employee expenses mainly related to headcount reduction through the year ended December 31, 2022 to support the Group’s reorganization around preclinical and clinical programs;
 
  •  
The decrease on clinical study costs mainly due to the Group’s decision to discontinue the development of its remaining clinical programs
CYAD-02,
CYAD-101
and
CYAD-211
taken in December 2022 for which a provision had been recorded to cover for contractual obligations through 2023 for an amount of €2.1 million
 (whose €1.8 million were used during the first semester of 2023)
. In relation to the closing activities of the clinical studies through the first semester of 2023, additional savings have been recognized mainly associated to the closing of sites, central labs and clinical research organization (“CRO”);
 
 
•
 
The decrease of preclinical activities after the Group’s decision to adopt and implement over the last few months of the year 2022 the new business strategy to focus on early stage discovery research in areas of expertise where it can leverage the differentiated nature of its platforms;
 
 
•
 
The decrease on IP filing and maintenance fees due to the strengthening the IP prosecution which occurred over the year 2022;
 
 
•
 
The decrease of the expenses associated with the share-based payments
(non-cash
expenses) related to the warrants plan offered to the employees, managers and directors, mainly related to the decrease in the fair market value of stock options issued over the previous years and the headcount reduction through the year ended December 31, 2022;
 
Celyad Oncology
Page | 22
 
•
 
The decrease in depreciation and rent and utilities due to sale of the assets associated to the Manufacturing Business Unit included facilities and equipment, office furniture, leasehold improvements, and laboratory equipment in September 2022 and to the sale of certain fixed assets of the Group to Cellistic as of January 1, 2023, mainly associated to the Belin 2 building for which the Group executes short term lease (less than 12 months) of a part of Belin 2 building from Cellistic before moving to the new Group’s headquarter during the second semester of 2023 (see note 2.5.1); and
 
 
•
 
The decrease of process development costs, consulting fees and other costs associated with the manufacturing activities after the Group’s decision to adopt and implement over the last few months of the year 2022 the new business strategy to focus on early stage discovery research and discontinue the development of clinical programs and associated manufacturing activities.
General and administrative expenses
 
 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
  
2022
 
Employee expenses
      1 050        2 589  
Consulting fees
      1 072        1 138  
Insurances
      657        1 215  
Share-based payments
      378        864  
Communication & Marketing
      132        190  
Travel & Living
      53        57  
Rent
      44        32  
Depreciation
      30        102  
Others
      249        58  
    
 
 
     
 
 
  
Total General and administrative expenses
   
 
3 665
 
   
 
6 245
 
    
 
 
     
 
 
  
General and Administrative expenses totaled €3.7 million for the
six-month
period ended June 30, 2023, which represents a decrease of 41.3% compared to 2022.
The changes in the General and Administrative expenses are mainly driven by:
 
  •  
The decrease of employee expenses mainly related to headcount reduction and management changes through the year ended December 31, 2022 to support the Group’s reorganization;
 
  •  
The decrease in insurances costs (D&O insurance principally) due to additional expenses recognized during the first semester of the year 2022, associated to previous capital raise which occurred at
year-end
2021; and
 
  •  
The decrease of the expenses associated with the share-based payments
(non-cash
expenses) related to the warrants plan offered to the employees, managers and directors, mainly related to the decrease in the fair market value of stock options issued over the previous years and the headcount reduction through the year ended December 31, 2022.
Change in fair value of contingent consideration, other income and other expenses
Change in fair value of contingent consideration
 
 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
  
2022
 
Change in fair value of contingent consideration
      —          1 128  
    
 
 
     
 
 
  
Total Change in fair value of contingent consideration
   
 
—  
 
   
 
1 128
 
    
 
 
     
 
 
  
As of June 30, 2023, there is no change in fair value of the contingent consideration and other financial liabilities as Management has determined that there has been no event (such as a firm sublicense or collaboration contract) that increase
s
the probability of the projected future cash outflow due to
Celdara Medical, LLC and Dartmouth College, indicating that the probability is remote, similar to December 31, 2022.
 
Celyad Oncology
Page | 23
As of December 31, 2022, Management had to conclude on the full reversal of the contingent consideration and other financial liabilities associated with the potential future payments due to Celdara Medical, LLC and Dartmouth College associated to the Group’s immuno-oncology platform, for a total amount of €14.7 million. This accounting conclusion, which reflected a picture of the situation at December 31, 2022, doesn’t affect the Management’s commitment to continue the exploitation of these IPs in its new strategy.
For
comparative purpose, as of June 30, 2022, the liability evolution had reflected the development of the Group’s product candidates using CAR T technology and their progress towards market approval in both autologous and allogeneic programs, as well as the update of its underlying business plans and revenue forecast. The fair value adjustment (€1.1million,
non-cash
income) relating to reassessment as of June 30, 2022, has been mainly driven by:
 
  •  
The updated assumptions on projected revenue associated to the Group’s allogeneic CAR T program
CYAD-101
for the treatment of mCRC for which the timing of the potential commercialization of the Group’s
CYAD-101
program had been delayed by one year. Additionally, the addressable patient population had been reduced based on safety findings for the candidate from the
CYAD-101-002
Phase 1b trial, which had been on clinical hold during the second quarter of 2022 after two fatalities occurred in patients with similar pulmonary findings;
 
  •  
The update in discount rate (Weighted Average Cost of Capital, or WACC) used for fair value measurement purposes at June 30, 2022, which had led to an increase of the WACC; and
 
  •  
The revaluation of the U.S. dollar against the Euro.
Other income
 
 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
  
2022
 
Grant income (RCAs)
      464        645  
Grant income (Other)
      334        804  
R&D tax credit
      106        329  
Gain on sales of Property, plant & equipment
      1 070        —    
Other
      149        3  
    
 
 
     
 
 
  
Total Other Income
   
 
2 123
 
   
 
1 781
 
    
 
 
     
 
 
  
For the
six-month
period ended June 30, 2023, other income is mainly related to:
 
  •  
Grant income (RCAs): additional grant income has been recognized in 2023 on grants in the form of recoverable cash advances (RCAs) for contract numbered 8436. In accordance with IFRS standards, the Company has earned grants for the period amounting to €0.7 million, out of which €0.2 million is accounted for as a financial liability and the remaining €0.5 million as a grant income. The decrease compared to June 30, 2022, is mainly associated with the decrease on additional grant income recognized on
the
conventions due to advancement of the subsidized programs;
 
  •  
Grant income (Others): additional grant income has been recognized in 2023 on grants received from the regional government (contract numbered 8516), not referring to RCAs and not subject to reimbursement. The decrease compared to June 30, 2022, is mainly associated with the decrease on additional grant income recognized on this convention due to advancement of the subsidized programs;
 
  •  
R&D tax credit: the current year income decreased compared to June 30, 2022, due to lower eligible expenses on clinical activities and prioritization of discovery research in areas of expertise where it can leverage the differentiated nature of the Group’s platforms;
 
Celyad Oncology
Page | 24
  •  
Gain on sale of Property, plant & equipment results from the terms of the asset purchase agreement between Celyad Oncology and Cellistic under which Cellistic agreed to acquire certain fixed assets of the Group for a total consideration of €1.3 million, effective as of January 1, 2023 (see note 2.5.1). The book value of the assets sold to Cellistic was €0.2 million. As of December 31, 2022, in accordance with IFRS 5,
Non-current
Assets Held for Sale and Discontinued Operations, these fixed assets had been classified as
non-current
assets held for sale and presented in the consolidated statement of financial position as a line item entitled “Assets held for sale”; and
 
  •  
Other income associated to cross-charge of expenses to Cellistic associated to the management of the transition phase before moving of the Group’s to its new headquarter for €0.2 million (see note 2.5.1).
Other expenses
 
 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
  
2022
 
Remeasurement of RCAs
      20        66  
Loss on disposals of Property, plant & equipment
      7        —    
Other
      37        148  
    
 
 
     
 
 
  
Total Other Expenses
   
 
64
 
   
 
214
 
    
 
 
     
 
 
  
The decrease of the other expenses is mainly due to the recognition of a bad debt accrual on trade and other receivable in 2022.
Operating loss
As a result of the foregoing, the Group’s operating loss, totaled €3.7 million for the
six-month
ended June 30, 2023, compared to €14.1 million at June 30, 2022.
Financial income and financial expenses
The decrease of the financial income
of
€0.1 million refers mainly to the gain on foreign exchange differences due to the higher revaluation of the USD in 2022.
The decrease of the financial expenses of €0.1 million refers mainly to interest expenses associated to terminated lease agreements occurred through the second semester of 2022.
Loss for the period
As a result, the Group’s loss for the
six-month
period ended June 30, 2023, was €3.7 million compared to €14.1 million at June 30, 2022.
Loss per share
The loss per share is calculated by dividing loss for the period by the weighted average number of ordinary shares outstanding during the period. As the Group is incurring net losses, outstanding warrants have an anti-dilutive effect. As such, there is no difference between the basic and the diluted earnings per share.
 

 
  
For the Six-month period ended June 30,
 
(€’000)
  
2023
 
 
2022
 
Loss of the year attributable to Equity Holders
      (3 740 )      (14 056 ) 
Weighted average number of shares outstanding
      22 593 956       22 593 956  
    
 
 
    
 
 
  
Earnings per share
(non-fully
diluted) in €
   
 
(0.17
) 
  
 
(0.62
) 
    
 
 
    
 
 
  
Outstanding warrants
      2 852 913       2 269 448  
    
 
 
    
 
 
  
 
Celyad Oncology
Page | 25
2.5.7
Liquidity and capital resources
The Group’s liquidity requirements primarily relate to the funding of research & development, general & administrative expenses and working capital requirements. The Group monitors its risk exposure to a shortage of funds using a monthly liquidity planning tool. Its objective is to maintain a balance between continuity of funding and flexibility through the use of bank deposits and finance leases.
Through June 30, 2023, the Group funded its operations through several private and public investments totaling, since inception, approximately €338 million (approximately €102 million and €236 million respectively). Since inception, the Group also received
non-dilutive
funding from recoverable cash advances, or RCAs, granted by Walloon Region for an amount of €37.1 million and €6.4 million from other grants granted by Walloon Region, Federal Belgian Institute for Health Insurance Inami and Federal Government through the R&D tax credit. Those other grants are not subject to future reimbursement (as it is the case for the RCA’s described below).
Recoverable
Cash Advances (RCA’s) recorded as financial liabilities for an amount of €5.2 million at June 30, 2023, correspond to the risk-adjusted present value of expected future repayments of amounts granted by the Walloon Region, to support specific development programs related to
C-Cath
ez
,
CYAD-01,
CYAD-02,
CYAD-101,
CYAD-211,
shARC franchise and preclinical studies on new engagers. As of June 30, 2023, there are three RCA contracts pending totaling €7.8 million, out of which €5.3 million has been effectively paid out to Celyad Oncology by the Walloon Region.
The Group is also exposed to contingent consideration as a result of the license agreement concluded with Celdara Medical, LLC. The risk adjusted present value of expected cash outflows (mainly to Celdara) is recorded as a financial liability (see note 2.5.16.2).
The following table sets forth the Group’s condensed interim consolidated cash flows information for the
six-month
periods ended June 30, 2023 and 2022:
 

 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
 
2022
 
Net cash used in operations
      (8 331 )      (16 308 ) 
Net cash (used in)/from investing activities
      965       1 140  
Net cash (used in)/from financing activities
      (102 )      (445 ) 
Effects of exchange rate changes
      (1 )      (20 ) 
    
 
 
    
 
 
  
Change in Cash and cash equivalents
   
 
(7 469
) 
  
 
(15 633
) 
    
 
 
    
 
 
  
Change in Short-term investments
      —         —    
    
 
 
    
 
 
  
Net cash burned over the period
3
   
 
(7 469
) 
  
 
(15 633
) 
    
 
 
    
 
 
  
The cash outflow resulting from operating activities amounted to €8.3 million for the
six-month
period ended June 30, 2023, as compared to €16.3 million for the prior year’s period. The decrease of €8.0 million
is primarily driven by the selling of the manufacturing activities in 2022 combined with global decrease on preclinical and clinical activities, insurance costs, headcount, management changes costs and associated impact on the change in working capital. The decrease of these costs is in line with the Group’s decision to adopt and implement over the last few months of the year 2022 the new business strategy to focus on early stage discovery research in areas of expertise where it can leverage the differentiated nature of its platforms.
Cash flow from investing activities represented a net cash inflow
of €1.0 
million for the
six-month
period ended June 30, 2023, from the sale of certain fixed assets of the Group for a total consideration
of €1.3 
million to Cellistic partly compensated by the acquisitions of assets for the Group’s new headquarters. It remains stable compared to the net cash inflow
of €1.1 
million for the
six-month
period ended June 30, 2022, from the proceeds from the sale of the Mesoblast shares received following the signed amendment with Mesoblast in January 2022.

 
3
‘Net cash burn’ is an alternative performance measure determined by the
year-on-year
net variance in the Group’s treasury position as above defined. The purpose of this measure for the Management is to determine the change of the treasury position.
 
 
‘Treasury position’ is an alternative performance measure determined by adding Short-term investments and Cash and cash equivalents from the statement of financial position prepared in accordance with IFRS. The purpose of this measure by Management is to identify the level of cash available internally (excluding external sources of financing) within 12 months.
 
Celyad Oncology
Page | 26
Cash flow from financing activities in the first half of 2023 represented a net cash outflow of €
0.1
 million compared to a cash outflow of €
0.4
 million for prior year’s period. The decrease in the cash outflow of €
0.3
 million is mainly related to the decrease in repayments of leases after termination, in the second semester of the year 2022, of leases associated to CTMU facilities and to the
corporate
offices before their relocation in 2023.
 
2.5.8
Goodwill and Intangible assets
 
 
  
As at June 30,
 
  
As at December 31,
 
(€‘000)
  
2023
 
  
2022
 
Goodwill
      —          —    
Oncyte
In-process
research and development (‘IPR&D’)
      —          —    
C-Cathez
development costs
      375        408  
Patents, licenses and trademarks
      237        456  
Software
      33        —    
    
 
 
     
 
 
  
Total Goodwill and Intangible assets
   
 
645
 
   
 
864
 
    
 
 
     
 
 
  
The variance on the total intangible assets as of June 30, 2023, compared to December 31, 2022, resulted primarily from the regular amortization of C-Cath
ez
development costs and the Group’s patents, licenses and trademarks.
Goodwill and IPR&D resulted from the purchase price allocation exercise performed for the acquisition of Oncyte LLC in 2015. Goodwill and IPR&D are not amortized but tested for impairment. As of December 31, 2022, due to the early stage of the implementation of the new strategy and the fact no firm sublicence contract nor collaboration contract was concluded as of December 31, 2022, Management had to recognize that significant uncertainty exist on the timing and amount of the new strategy outcomes and therefore had to conclude that the possibility of any inflow was remote regarding accounting standards definition. Therefore, Management recognized a full impairment loss on the remaining value of the goodwill, IPR&D and Horizon Discovery’s shRNA platform. This accounting conclusion, which reflected a picture of the situation at December 31, 2022, doesn’t affect the Management’s commitment to continue the exploitation of these IPs in its new strategy.
As soon as a future event (such as a firm sublicense or collaboration contract) will increase the probability of revenue, indicating that the probability is more than remote and consequently that the recognized impairment losses may no longer exist or may have decreased, the Group will estimate the cash-generating unit’s recoverable amount. The reversal will be limited so that the carrying amount of the asset does not exceed its recoverable amount. An impairment loss recognized on goodwill is however not reversed in a subsequent period. As of June 30, 2023, Management has determined that there have been no event that increase the probability of revenue, indicating that the probability is more than remote such as there is no reversal of the impairment loss to be recognized.
The capitalized development costs relate to the development of
C-Cathez.
The development costs of
C-Cathez
were capitalized in May 2012 and are being amortized until 2029. No other development costs have been capitalized to date. All other programs’
(C-Cure,
CYAD-01,
CYAD-02,
CYAD-101,
CYAD-211…)
related development costs have been assessed as not being eligible for capitalization and have therefore been recognized in the income statement as research and development expenses. Software is amortized over a period of
3
to 5 years.
Patents, licenses and trademarks, mainly relate to the following items:
 
  •  
Exclusive Agreement for Horizon Discovery’s shRNA Platform to develop next-generation allogenic CAR T Therapies acquired for €
0.9 
million at the end of December 2018. Since acquisition, the Company capitalized milestone payments for a total amount of €
0.3 
million. This patent is being amortized over the remaining intellectual property protection of 20 years, with the first patent application filed in 2008. As of December 31, 2022, Management recognized a full impairment loss on the remaining value of the Horizon Discovery’s shRNA platform; and
 
  •  
An intangible asset capitalized in January 2022 for $
1.0
 million (€
0.9
million), reflecting the Group’s opportunity to explore new partnership for the
C-Cathez,
which is being amortized over a period of
2 years
.
 
Celyad Oncology
Page | 27
2.5.9
Non-current
trade receivables and other
non-current
assets
 
 
  
As at June 30,
 
  
As at December 31,
 
(€‘000)
  
2023
 
  
2022
 
R&D Tax credit receivable
       2 782        3 454  
    
 
 
     
 
 
  
Total
Non-current
Grant recevables
   
 
2 782
 
   
 
3 454
 
    
 
 
     
 
 
  
Deposits
      209        264  
    
 
 
     
 
 
  
Total Other
non-current
assets
   
 
209
 
   
 
264
 
    
 
 
     
 
 
  
In 2017, the Group recognized for the first time a R&D tax credit (€1.2 million) receivable from the Federal Government that included a
one-time
catch-up
effect. Since 2018, further R&D tax credit receivables are recorded on an annual basis. During the
six-month
period ended June 30, 2023, the Group recorded an additional R&D tax credit of €0.1 million
 and classified as current grant receivables the fiscal year 2018 R&D tax credit for €0,8 million (see note 2.5.10).
 
During the year ended December 31, 2022, the Group received €0.8 million related to the fiscal year 2017 R&D tax credit. Based on facts and circumstances, the Group believes that all the receivables and/or financial fixed assets are recoverable and thus, the Group estimates that no reserve is required.
The
non-current
assets relate to security deposits paid to the lessors of the building leased by the Group and a deposit to the Social Security administration.
 
2.5.10
Trade and Other receivables
 
 
  
As at June 30,
 
  
As at December 31,
 
(€‘000)
  
2023
 
  
2022
 
Trade receivables
      642        909  
Advance deposits
      237        209  
    
 
 
     
 
 
  
Total Trade and Other receivables
   
 
879
 
   
 
1 118
 
    
 
 
     
 
 
  
Current Grant receivables (RCAs)
      181        —    
Current Grant receivables (Others)
      1 036        —    
    
 
 
     
 
 
  
Total Current Grant receivables
   
 
1 217
 
   
 
—  
 
    
 
 
     
 
 
  
Prepaid expenses
      390        667  
VAT receivable
      153        316  
Income and other tax receivables
      79        34  
    
 
 
     
 
 
  
Total Other current assets
   
 
622
 
   
 
1 017
 
    
 
 
     
 
 
  
Total Trade receivables, current grant receivables and other current assets
   
 
2 718
 
   
 
2 135
 
    
 
 
     
 
 
  
The decrease of trade and other receivables is mainly due to credit notes received following the closing of clinical studies for an amount of €0.1 million and payment received for an amount of €0.2 million related to the sales of the
C-Cathez,
which is also reflected in other current liabilities through recognition of deferred revenue on sales for the same amount.
As of June 30, 2023, the increase in current grant receivables for €1.2 million is
driven by lower cash proceeds from the Walloon Region in 2023 compared to the qualified expenses incurred during the period for €0.4 million and the fiscal year 2018 R&D tax credit expected to be reimbursed within one year as of June 30, 2023, for €0.8 million.
The decrease in other current assets as of June 30, 2023 compared to December 31, 2022 of €0.4 million is mainly driven by the decrease of the VAT receivable as a result of decreased preclinical and clinical activities compared to
year-end
2022 and the decrease on prepaid expenses on insurances for €0.3 million due to timing difference on their related payments.
 
Celyad Oncology
Page | 28
2.5.11
Short-term investments and Cash and Cash equivalents
 
    
As at June 30,
     
As at December 31,
  
(€‘000)
   
2023
     
2022
  
Short-term investments
      —          —    
Cash at bank and on hand
      4 976        12 445  
    
 
 
     
 
 
  
Total Short-term investments and Cash and cash equivalents
   
 
4 976
 
   
 
12 445
 
    
 
 
     
 
 
  
The Group’s cash and cash equivalents amounted to €5.0 million at June 30, 2023 which accounts for a decrease of €7.5 million
as compared to
year-end
2022, as a result of cash used in the Group’s operations (see note 2.5.7).
Given the level of market interest rates for corporate deposits of short-term maturities, the Group has not invested in short-term deposits over the years 2023 and 2022.
 
2.5.12
Capital and share premium
 
    
As at June 30,
    
As at December 31,
  
(€‘000)
   
2023
    
2022
  
Capital
      78 585       78 585  
Share premium
      6 317       6 317  
Other reserves
      35 242       34 800  
Capital reduction reserve
      234 562       234 562  
Accumulated deficit
      (353 687 )      (349 947 ) 
    
 
 
    
 
 
  
Total number of issued and outstanding shares
   
 
22 593 956
 
  
 
22 593 956
 
    
 
 
    
 
 
  
As of June 30, 2023, share capital amounted to €78.6 million represented by 22,593,956 ordinary shares with no nominal value and a par value of €3.48 per share. This balance does not include the outstanding warrants issued by the Group and granted to certain directors, employees and
non-employees
of the Group.
As of June 30, 2023, all shares issued have been fully paid.
Capital reduction reserve
Pursuant to Belgian law (“BCCA”), the calculation of amounts available for distribution to shareholders, as dividends or otherwise, must be determined on the basis of our standalone
non-consolidated
statutory financial statements of Celyad Oncology SA prepared under Belgian GAAP, and not on the basis of IFRS consolidated financial statements. In addition, under the BCCA, the Company may declare or pay dividends only if, following the declaration and issuance of the dividends, the amount of the Company’s net assets on the date of the closing of the last financial year according to the Company’s statutory annual
accounts (i.e., the amount of the assets as shown in the balance sheet, decreased with provisions and liabilities, all as prepared in accordance with Belgian accounting rules), decreased with the
non-amortized
costs of incorporation and expansion and the
non-amortized
costs for research and development, does not fall below the amount of the
paid-up
capital (or, if higher, the called capital), increased by the amount of
non-distributable
reserves. Finally, prior to distributing dividends, the Company must allocate at least 5% of the annual net profits (under the Company’s
non-consolidated
statutory accounts prepared in accordance with Belgian accounting rules) to a legal reserve, until the reserve amounts to 10% of the Company’s share capital.
In addition to the above test, the Company must also meet a liquidity test in order to be able to declare and/or distribute dividends.
From inception to June 30, 2023, the shareholders, in accordance with Belgian Companies and Associations Code, had approved the absorption of
€234.6 
million of accounting losses into share premium. As a result, share premium has been reduced by a cumulative amount
of €234.6 
million against capital reduction reserve. These transactions have no impact on the total equity, comprehensive income (loss), assets (including cash) nor liabilities.
 
Celyad Oncology
Page | 29
2.5.13
Recoverable Cash Advances
 
    
As at June 30,
     
As at December 31,
  
(€‘000)
   
2023
     
2022
  
Non-Current
portion
     
4 486
       
4 584
  
Current portion
      763        437  
    
 
 
     
 
 
  
Total Recoverable Cash Advances
   
 
5 249
 
   
 
5 021
 
    
 
 
     
 
 
  
The change in the recoverable cash advances liability at the statement of financial position date mainly reflects both the new grants received in current year as well as the remeasurement of the liability at amortized cost, based on the Group’s updated business plan and related cash flow projections (see note 2.5.6). The
year-end
balance also captures the repayments of contractual turnover independent lump sums to the Walloon Region (mainly relating to
C-Cathez
agreements).
As documented in the notes 2.5.6 and 2.5.8, Management had to conclude that the possibility of any cash flow, associated with CAR
T-cell
and NKG2D-based therapies are remote and thus the fair value of the sales dependent liability is estimated to be zero, similar to December 31, 2022.
In the second half of 2023 and beyond, the Group will have to make exploitation decisions on the remaining RCAs (agreements numbered 8212, 8436 and 8516).
 
2.5.14
Other
Non-Current
liabilities
 
 
  
As at June 30,
 
  
As at December 31,
 
(€’000)
  
2023
 
  
2022
 
Onerous contracts -
non-current
liabilities
      85        124  
Other
non-current
liabilities
      132        134  
    
 
 
     
 
 
  
Total Other
non-current
liabilities
   
 
217
 
   
 
258
 
    
 
 
     
 
 
  
As of December 31, 2022, the Group recorded a provision for onerous contracts for a total amount of €2.2 million in order to cover the contractual obligations, mainly on clinical activities
follow-up
and studies closing costs, after the Group’s decision in the fourth quarter of 2022, to discontinue the development of its remaining clinical programs
CYAD-02,
CYAD-101
and
CYAD-211.
The remaining
non-current
portion of this provision as of June 30, 2023, amounts to €0.1 million. The remaining current portion of the provision is €0.3 million as of June 30, 2023 (see note 2.5.15).
As of June 30, 2023, the
non-current
liability regarding a
non-refundable,
non-creditable
sublicense fee to be paid on an annual basis to Dartmouth in connection with the December 2021 amendment agreement (refer to note 5.34.1 of the Group’s 2022 Annual Report)
is €0.1 
million.
 
Celyad Oncology
Page | 30
2.5.15
Trade payables and other current liabilities
 
 
  
As at June 30,
 
  
As at December 31,
 
(€’000)
  
2023
 
  
2022
 
Total Trade payables
   
 
3 411
 
   
 
4 752
 
Social security
      128        94  
Payroll accruals
      613        1 294  
Onerous contracts – current liabilities
      314        2 113  
Other current grant liabilities
      323        889  
Others
      355        710  
Total Other current liabilities
   
 
1 733
 
   
 
5 100
 
    
 
 
     
 
 
  
Total Trade payables and other current liabilities
   
 
5 144
 
   
 
9 852
 
    
 
 
     
 
 
  
Trade payables
The
decrease of the trade payables is mainly attributable to the timing of the expenses and the related payments combined with a decrease of activities after the sale of CTMU activities and the strategic shift from an organization focused on clinical development to one prioritizing R&D discovery and the monetization of its IP portfolio through partnerships, collaborations and license agreements through the second semester of 2022. The Group recognized estimated accruals for invoices to receive based on estimated amounts of rendered services or delivered goods before June 30, 2023, but not yet invoiced as per June 30, 2023, for an amount of approximately
€1.7 million.
Other current liabilities
As of June 30, 2023, the decrease on social security and payroll accruals of €0.6 million compared to December 31, 2022 is mainly related to the headcount reduction which occurred through the year 2022.
As of December 31, 2022, the Group recorded a provision for onerous contracts after the Group’s decision to discontinue the development of its remaining clinical programs (see note 2.5.14). As of June 30, 2023, the remaining current portion of the provision for onerous contracts amounts to €0.3 million.
The other current liabilities attached to grants is mainly explained by the excess of cash proceeds compared to the eligible expenses. The decrease compared to
year-end
2022 is mainly related to the convention 8436 due to eligible expenses subsidized by the convention recognized in 2023.
Other current liabilities decreased by €0.4 million, which is mainly explained by reversal of withholding tax accruals combined with revenue recognition on deferred revenue as part of contract with customer to sell
C-Cathez
medical devices.
 
2.5.16
Financial Instruments fair values disclosures
2.5.16.1 Financial instruments not reported at fair value on balance sheet
The Group considers that the carrying amount of following financial instruments are a reasonable approximation of their fair value:
 

 
  
As at June 30,
 
  
As at December 31,
 
(€‘000)
  
2023
 
  
2022
 
Financial Assets (‘Amortized cost’ category) within:
                  
Other
non-current
assets
      209        264  
Trade receivables and other current assets
      879        1 118  
Cash and cash equivalents
      4 976        12 445  
    
 
 
     
 
 
  
Total
   
 
6 064
 
   
 
13 827
 
    
 
 
     
 
 
  
 
Celyad Oncology
Page | 31
 
  
As at June 30,
 
  
As at December 31,
 
(€‘000)
  
2023
 
  
2022
 
Financial Liabilities (‘Amortized cost’ category) within:
 
Lease liabilities
      536        255  
RCAs liability
      5 249        5 021  
Trade payables
      3 411        4 752  
    
 
 
     
 
 
  
Total
   
 
9 196
 
   
 
10 028
 
    
 
 
     
 
 
  
As of June 30, 2023, the current part of financial liabilities due by the Group within one year is equal to an amount of €4.4 million. As of June 30, 2023, additional other current liabilities are due by the Group for €1.7 million (see note 2.5.15) leading to a total of €6.1 million of current liabilities. As of June 30, 2023, the current assets (including cash, cash equivalents of €5.0 million) owned by the Group for an amount of €7.7 million (see notes 2.5.10 and 2.5.11), combined with the obtained commitments from Fortress, Tolefi and other longstanding existing shareholders to subscribe to a capital increase of up to €9.8 million, as described in note 2.5.2, are sufficient to cover the cumulative amount of current liabilities due by the Group, as stated in the consolidated statement of financial position as of June 30, 2023, as well as the operating expenses and capital expenditure forecasted at least for the next 12 months from the date the interim financial statements are issued.
2.5.16.2 Financial instruments reported at fair value on balance sheet
Contingent consideration and other financial liabilities are reported at fair value in the statement of financial position using Level 3 fair value measurements for which the Group developed unobservable inputs:
 
(€‘000)
   
Level I
     
Level II
     
Level III
     
Total
  
Liabilities
   
 
—  
 
   
 
—  
 
   
 
—  
 
   
 
—  
 
Contingent consideration and other financial liabilities
      —          —          —          —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Total Liabilities at December 31, 2022
   
 
—  
 
   
 
—  
 
   
 
—  
 
   
 
—  
 
    
 
 
     
 
 
     
 
 
     
 
 
  
 
(€‘000)
   
Level I
     
Level II
     
Level III
     
Total
  
Liabilities
   
 
—  
 
   
 
—  
 
   
 
—  
 
   
 
—  
 
Contingent consideration and other financial liabilities
      —          —          —          —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Total Liabilities at June 30, 2023
   
 
—  
 
   
 
—  
 
   
 
—  
 
   
 
—  
 
    
 
 
     
 
 
     
 
 
     
 
 
  
The change in the balance is detailed as follows:
 
    
As at June 30,
     
As at December 31,
  
(€‘000)
   
2023
     
2022
  
Opening balance Contingent consideration at January 1,
   
 
—  
 
   
 
14 679
 
Milestone payment
      —          —    
Fair value adjustment
      —          (14 679 ) 
Closing balance Contingent consideration at June 30,
   
 
—  
 
   
 
—  
 
    
 
 
     
 
 
  
Total - Contingent consideration and Other financial liabilities
   
 
—  
 
   
 
—  
 
    
 
 
     
 
 
  
The contingent consideration and other financial liabilities refer to the acquisition of the Group’s immuno-oncology platform and corresponds to the fair value of the potential future payments due to Celdara Medical, LLC and Dartmouth College (as disclosed within note 5.34.1 of the Group’s 2022 Annual Report).
The valuation is prepared by the Finance Team on a semestrial basis and reviewed by the Management. The Management’s key assumptions about projected cash flows when determining fair value less costs to sell are the same key assumptions than for impairment testing purposes (see note 2.5.8). There has not been any change in valuation technique in 2023 compared to 2022.
 
Celyad Oncology
Page | 32
As documented in the note 2.5.6, at December 31, 2022, Management had to conclude on the full reversal of the contingent consideration and other financial liabilities associated with the potential future payments due to Celdara Medical, LLC and Dartmouth College associated to the Group’s immuno-oncology platform. This accounting conclusion, which reflected a picture of the situation at December 31, 2022, doesn’t affect the Management’s commitment to continue the exploitation of these IPs in its new strategy.
As soon as a future event (such as a firm sublicense or collaboration contract) will increase the probability of revenue, indicating that the probability is more than remote, the Group will reassess the contingent consideration and other financial liabilities proportionally to the revised fair value of such consideration. As of June 30, 2023, Management has determined that there have been no event that increase the probability of revenue, indicating that the probability is more than remote, such as there is no change in the fair value of the contingent consideration.
 
2.5.17
Leases
Amounts recognized in the consolidated statements of financial position
 
 
  
As at June 30,
 
  
As at December 31,
 
(€’000)
  
2023
 
  
2022
 
Property, Plant and Equipment owned (excluding
right-of-use
assets)
      375        86  
Right-of-use
assets
      473        223  
    
 
 
     
 
 
  
Total Property, Plant and Equipment
   
 
848
 
   
 
309
 
    
 
 
     
 
 
  
The variance on property, plant and equipment owned (excluding
right-of-use
assets) are primarily due to leasehold improvements of the Group’s new headquarter (see note 2.5.1) and new laboratory equipment.
The consolidated statement of financial position shows the following amounts related to the leases for which the Group is a lessee:
 

(€’000)
  
Property
 
 
Vehicles
 
 
Equipment
 
 
Total
 
Cost
                                 
At January 1, 2022
   
 
3 025
 
  
 
454
 
  
 
541
 
  
 
4 020
 
Additions
      146       7       —         153  
Disposals
      (3 171 )      (131 )      —         (3 302 ) 
    
 
 
    
 
 
    
 
 
    
 
 
  
At December 31, 2022
   
 
—  
 
  
 
331
 
  
 
541
 
  
 
872
 
Additions
      373       5       —         378  
Disposals
      —         (138 )      (347 )      (485 ) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At June 30, 2023
   
 
373
 
  
 
198
 
  
 
194
 
  
 
765
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Accumulated depreciation
                                 
At January 1, 2022
   
 
(1 281
) 
  
 
(241
) 
  
 
(283
) 
  
 
(1 805
) 
Depreciation charge
      (439 )      (105 )      (118 )      (663 ) 
Disposals
      1 721       98       —         1 819  
At December 31, 2022
   
 
—  
 
  
 
(248
) 
  
 
(401
) 
  
 
(649
) 
Depreciation charge
      (31 )      (35 )      (59 )      (125 ) 
Disposals
      —         135       347       482  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At June 30, 2023
   
 
(31
) 
  
 
(148
) 
  
 
(113
) 
  
 
(292
) 
    
 
 
    
 
 
    
 
 
    
 
 
  
Net book value
                                 
Cost
      —         331       541       872  
Accumulated depreciation
      —         (248 )      (401 )      (649 ) 
At December 31, 2022
   
 
—  
 
  
 
83
 
  
 
140
 
  
 
223
 
Cost
      373       198       194       765  
Accumulated depreciation
      (31 )      (148 )      (113 )      (292 ) 
    
 
 
    
 
 
    
 
 
    
 
 
  
At June 30, 2023
   
 
342
 
  
 
50
 
  
 
81
 
  
 
473
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Celyad Oncology
Page | 33
The additions for the year 2023 are mainly related to the lease agreement for the Group’s new headquarter (Dumont 9 building in Mont-Saint-Guibert, Belgium). This lease commenced from April 1, 2023. See note 2.5.1.
Amounts recognized in the consolidated statements of comprehensive loss
The consolidated statements of comprehensive loss show the following amounts related to the leases:
 
 
  
For the Six-month period ended June 30,
 
(€’000)
  
2023
 
  
2022
 
Depreciation charge of
right-of-use
assets
                  
Property
      31        229  
Vehicles
      35        56  
Equipment
      59        59  
Interest on lease liabilities (including in Financial expenses)
1
      12        88  
Interest on sublease receivable (including in Financial income)
1
      —          (9 ) 
Variable lease payments not included in the measurement of lease liabilities
      —          —    
Expenses relating to short-term leases and leases of
low-value
assets
      23        59  
    
 
 
     
 
 
  
Total expenses related to leases
   
 
160
 
   
 
482
 
    
 
 
     
 
 
  
 
1
 
Interests on leases are presented as operating cash flow.
Total cash outflows for leases
 
    
For the Six-month period ended June 30,
  
(€’000)
   
2023
     
2022
  
Total cash outflow for leases
      127        641  
    
 
 
     
 
 
  
 
2.5.18
Related party transactions
The compensation amounts presented below, awarded to the members of the Board of Directors and the Executive Committee of the Group, were recorded as General & Administrative expenses in the period referenced.
 

 
  
For the Six-month period ended June 30,
 
(€’000)
  
2023
 
  
2022
 
Non-executive
director’s fees
      130        210  
Share-based compensation
(1)
      39        113  
    
 
 
     
 
 
  
Total compensation to the Board of Directors
   
 
169
 
   
 
323
 
    
 
 
     
 
 
  
Executive management fees
      634        662  
Short-term employee benefits
      696        1 767  
Share-based compensation
(1)
      299        662  
    
 
 
     
 
 
  
Total compensation to the Executive Committee
   
 
1 629
 
   
 
3 091
 
    
 
 
     
 
 
  
 
(1)
There have been no new issuance of warrants during the first semester of 2023 but the Group recognized vesting costs in continuity with previous warrants plans and taking into account the warrants granted during the
six-month
period ended June 30, 2023.
 
Celyad Oncology
Page | 34
2.5.19
Subsequent events
On August 24, 2023, the Company announced that it has obtained commitments from Fortress, Tolefi and other longstanding existing shareholders to subscribe to a capital increase of up to 
€9.8 million (whose €2.0 million related to the first tranche has been already proceeded as of September 4, 2023). The Company intends to use net proceeds from the private placement to fund the development of its innovative
CAR-T
cell targets, accelerate the deployment of proprietary
CAR-T
cell engineering and further fortify its valuable intellectual property portfolio, its operations in Research & Development as well as its activities in IP and Business Development. For more information, see note 2.5.2.
There is no other subsequent event that occurred between
six-month
period end as of June 30, 2023 and the date when these condensed consolidated interim financial statements have been authorized by the Board for issuance.
 
Celyad Oncology
Page | 35
3.
Responsibility Statement
We hereby certify that:
 
 
•
 
to the best of our knowledge, the condensed consolidated financial statements as of June 30, 2023, prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board and the legal requirements applicable in Belgium, give a true and fair view of the assets, liabilities, financial position, comprehensive loss, changes in equity and cash flows of the Company and the undertakings included in the consolidation taken as a whole; and that
 
 
•
 
the interim management report includes a fair review of the development and the performance of the business, and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Mont-Saint-Guibert, September 4, 2023, on behalf of the Board of Directors,
 
Hilde Windels
 
Chair of the Board
  
Georges Rawadi*
 
CEO
 
*  Permanent representative of SYGA BIO SARL
 
Celyad Oncology
Page | 36
4.
Financial Calendar & Celyad Oncology Contact Details
FINANCIAL CALENDAR
 
•  Third quarter 2023 business update
  
November 9, 2023
•  Full-year results 2023
  
March 28, 2024
•  Annual shareholders meeting
  
May 6, 2024
CELYAD CONTACT DETAILS
Georges Rawadi*
Chief Executive Officer
 
*
Permanent representative of SYGA BIO SARL
Email:
investors@celyad.com
CELYAD ONCOLOGY SA
Axis Business Park
Rue Edouard Belin 2
1435 – Mont-Saint-Guibert
Belgium
Tel: +32 10 39 41 00
RPM: Nivelles – BE0891 118 115
Email:
info@celyad.com
Website:
www.celyad.com
 
Celyad Oncology
Page | 37
v3.23.2
Cover
 6 Months Ended
Jun. 30, 2023
Cover [Abstract]  
Document Type 6-K
Amendment Flag false
Document Period End Date Jun. 30, 2023
Document Fiscal Year Focus 2023
Document Fiscal Period Focus Q2
Entity Registrant Name CELYAD ONCOLOGY SA
Entity Central Index Key 0001637890
Current Fiscal Year End Date --12-31
v3.23.2
Interim consolidated statement of Financial Position - EUR (€)
€ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Statement of financial position [abstract]    
NON-CURRENT ASSETS € 4,484 € 4,891
Goodwill and Intangible assets 645 864
Property, Plant and Equipment 848 309
Non-current Grant receivables 2,782 3,454
Other non-current assets 209 264
CURRENT ASSETS 7,694 14,825
Trade and Other Receivables 879 1,118
Current Grant receivables 1,217 0
Other current assets 622 1,017
Short-term investments 0 0
Cash and cash equivalents 4,976 12,445
Assets held for sale 0 245
TOTAL ASSETS 12,178 19,716
EQUITY 1,019 4,317
Share Capital 78,585 78,585
Share premium 6,317 6,317
Other reserves 35,242 34,800
Capital reduction reserve 234,562 234,562
Accumulated deficit (353,687) (349,947)
NON-CURRENT LIABILITIES 5,067 4,973
Lease liabilities 351 118
Recoverable Cash advances (RCAs) 4,486 4,584
Contingent consideration payable and other financial liabilities 0 0
Post-employment benefits 13 13
Other non-current liabilities 217 258
CURRENT LIABILITIES 6,092 10,426
Lease liabilities 185 137
Recoverable Cash advances (RCAs) 763 437
Trade payables 3,411 4,752
Other current liabilities 1,733 5,100
TOTAL EQUITY AND LIABILITIES € 12,178 € 19,716
v3.23.2
Interim consolidated statement of comprehensive income - EUR (€)
€ in Thousands
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Profit or loss [abstract]    
Revenue € 44 € 0
Cost of sales (44) 0
Gross profit 0 0
Research and Development expenses (2,139) (10,527)
General & Administrative expenses (3,665) (6,245)
Change in fair value of contingent consideration 0 1,128
Other income 2,123 1,781
Other expenses (64) (214)
Operating Loss [1] (3,745) (14,077)
Financial income 26 148
Financial expenses (21) (127)
Loss before taxes (3,740) (14,056)
Income taxes 0 0
Loss for the period € (3,740) € (14,056)
Basic and diluted loss per share (in €) € (0.17) € (0.62)
Other comprehensive income/(loss)    
Items that will not be reclassified to profit and loss € 0 € 0
Remeasurements of post-employment benefit obligations, net of tax 0 0
Items that may be subsequently reclassified to profit or loss (1) (9)
Currency translation differences (1) (9)
Other comprehensive income / (loss) for the period, net of tax (1) (9)
Total comprehensive loss for the period (3,741) (14,065)
Comprehensive income, attributable to owners of parent € (3,741) € (14,065)
[1] The operating loss arises from the Company’s loss for the period before deduction of financial income, Financial expenses and Income taxes. The purpose of this measure by Management is to identify the Company’s results in connection with its operating activities.
v3.23.2
Interim consolidated statement of changes in equity - EUR (€)
€ in Thousands
Total
Share capital [member]
Share premium [member]
Other reserves [member]
 [1],[2]
Capital redemption reserve [member]
 [2]
Accumulated Deficit [Member]
 [2]
Beginning balance at Dec. 31, 2021 € 43,639 € 78,585 € 6,317 € 33,172 € 234,562 € (308,997)
Share-based payments 1,076     1,076    
Total transactions with owners, recognized directly in equity 1,076 0 0 1,076 0 0
Loss for the period (14,056)         (14,056)
Currency Translation differences (9)     (9)    
Remeasurements of defined benefit obligation 0          
Total comprehensive loss for the period (14,065) 0 0 (9) 0 (14,056)
Ending balance at Jun. 30, 2022 30,650 78,585 6,317 34,239 234,562 (323,053)
Share-based payments 548     548    
Total transactions with owners, recognized directly in equity 548 0 0 548 0 0
Loss for the period (26,879)         (26,879)
Currency Translation differences 13     13    
Remeasurements of defined benefit obligation (15)         (15)
Total comprehensive loss for the period (26,881) 0 0 13 0 (26,894)
Ending balance at Dec. 31, 2022 4,317 78,585 6,317 34,800 234,562 (349,947)
Share-based payments [3] 443     443    
Total transactions with owners, recognized directly in equity 443   0 443 0 0
Loss for the period (3,740)         (3,740)
Currency Translation differences (1)     (1)    
Remeasurements of defined benefit obligation 0          
Total comprehensive loss for the period (3,741)   0 (1) 0 (3,740)
Ending balance at Jun. 30, 2023 € 1,019 € 78,585 € 6,317 € 35,242 € 234,562 € (353,687)
[1] Other reserves include Share-base payment reserve, Other equity reserve from conversion of convertible loan in 2013 and Currency Translation Difference.
[2] Pursuant to Belgian law (“BCCA”), the calculation of amounts available for distribution to shareholders, as dividends or otherwise, must be determined on the basis of the Company’s standalone non-consolidated statutory financial statements of Celyad Oncology SA prepared under Belgian GAAP, and not on the basis of IFRS consolidated financial statements. For more information, see note 2.5.12.
[3] There have been no new issuance of warrants during the first semester of 2023 but the Group recognized vesting costs in continuity with previous warrants plans and taking into account the warrants granted during the six-month period ended June 30, 2023.
v3.23.2
Interim consolidated statement of changes in equity (Parentheticals)
 6 Months Ended
Jun. 30, 2023
shares
Class of warrants or rights issued during the period units 0
v3.23.2
Interim Consolidated Statement of Cash Flows - EUR (€)
€ in Thousands
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash Flow from operating activities    
Loss for the period € (3,740) € (14,056)
Non-cash adjustments    
Goodwill and Intangibles assets - Amortization and impairment 253 455
Property, plant & equipment - Depreciation 144 516
Loss on disposal of Property, plant and equipment 7 0
Gain on sales of Property, plant & equipment (1,070) 0
Provision for onerous contract 9 59
Change in fair value of contingent consideration payable and other financial liabilities 0 (1,128)
Remeasurement of Recoverable Cash Advances (RCAs) 20 66
Grant income (RCAs and others) (798) (1,449)
Share-based payment expense 443 1,076
Change in working capital    
Trade receivables, other (non-)current receivables 583 514
Trade payables, other (non-)current liabilities (4,182) (2,361)
Net cash used in operations (8,331) (16,308)
Cash Flow from investing activities    
Acquisition of Property, Plant & Equipment (316) (106)
Acquisitions of Intangible assets (34) 0
Disposals of Property, Plant & Equipment 1,315 0
Proceeds from net investment in lease 0 156
Proceeds from short-term investments 0 1,090
Net cash from/(used in) investing activities 965 1,140
Cash Flow from financing activities    
Repayments of leases (92) (494)
Net proceeds from issuance of shares and exercise of warrants (10) (125)
Proceeds from RCAs & other grants 0 174
Repayment of RCAs & other grants 0 0
Net cash from/(used in) financing activities (102) (445)
Net cash and cash equivalents at beginning of the period 12,445 30,018
Change in Cash and cash equivalents (7,468) (15,613)
Effects of exchange rate changes on cash and cash equivalents (1) (20)
Net cash and cash equivalents at the end of the period € 4,976 € 14,385
v3.23.2
General Information
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
General Information
2.5.1
General Information
Celyad Oncology SA and its affiliates will be collectively referred to as “the Company”, “the Group”, “Celyad”, “we” or “us”.
The Company is a biotechnology company focused on the research and development of chimeric antigen receptor T cell (CAR T) therapies for cancer.
Celyad Oncology SA was incorporated on July 24, 2007, under the name “Cardio3 BioSciences”. Celyad is a limited liability company (Société Anonyme) governed by Belgian law with its registered office at Axis Parc, Rue Edouard Belin 2,
B-1435
Mont-Saint-Guibert, Belgium (company number 0891.118.115).
The Company’s ordinary shares are listed on NYSE Euronext Brussels and NYSE Euronext Paris regulated markets and the Company’s American Depositary Shares (ADSs) were listed on the Nasdaq Global Market until July 20, 2023, when the delisting of its American Depositary Shares representing ordinary shares (“ADSs”) from the Nasdaq Global Market has been effective, all under the ticker symbol CYAD.
The Company has three fully owned subsidiaries (together, the Group) located in Belgium (Biological Manufacturing Services SA) and in the United States (Celyad Inc. and Corquest Medical, Inc.).
The condensed consolidated interim financial statements have been approved for issuance by the Company’s Board of Directors on September 4, 2023.
The Interim Financial Report is available to the public free of charge and upon request to the above-mentioned address or via the Company’s website (
https://celyad.com/investors/regulated-information/
).
Key event 2023
Effective as of January 1, 2023, under the terms of an asset purchase agreement between the Group and Cellistic (the cell therapy development and manufacturing business of Ncardia BV), Cellistic agreed to acquire certain fixed assets of the Group for a total consideration of €1.3 million. The Group has entered into a lease agreement for its new head quarter (Dumont 9 building in Mont-Saint-Guibert, Belgium). This lease commenced on April 1, 2023. During the time needed for the
set-up
of its new offices of Dumont 9 building and the relocation of the current corporate offices during the second semester of 2023, the Group executes short term lease (less than 12 months) of a part of Belin 2 building from Cellistic for €0.3 million. For more information on the financial consequences of these transactions, refer to notes 2.5.6 and 2.5.17.
v3.23.2
Basis of preparation and significant accounting policies
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Basis of preparation and significant accounting policies
2.5.2
Basis of preparation and significant accounting policies
The condensed consolidated interim financial statements of the Group for the
six-month
period ended June 30, 2023 (the “interim period”) include Celyad Oncology SA and its subsidiaries. The significant accounting policies used for preparing the condensed consolidated interim financial statements are explained below.
 
2.5.2.1
Basis of preparation of Half Year Report
The condensed consolidated interim financial statements have been prepared in accordance with the IFRS as issued by the IASB and with IAS 34, Interim Financial Reporting, and the same accounting policies used to prepare the most recent annual financial statements. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the annual financial statements for the year ended December 31, 2022.
The preparation of the Company’s condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the interim period. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. The principal risks during the interim period have not materially changed from those mentioned in the 2022 Annual Report and subsequent reports and filings made with the SEC, each of which are available on the Company’s website (
http://www.celyad.com/investors/regulated-information
).
 
All statements and information relate to the interim period unless otherwise stated.
The condensed consolidated interim financial statements are presented in thousands of Euros and all values are rounded to the nearest thousand (€’000) except when otherwise indicated. Amounts have been rounded off to the nearest thousand and in certain cases, this may result in minor discrepancies in the totals and
sub-totals
disclosed in the financial tables.
Operating Capital Requirements
These interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern.
As of June 30, 2023, the Company had cash, cash equivalents of €5.0 million which should be sufficient to fund operating expenses and capital expenditure requirements into the fourth quarter of 2023.
After due consideration of detailed budgets and estimated
cash flow forecasts for the years 2023 and 2024, the Company continues to project that its existing cash and cash equivalents will not be sufficient to fund its estimated operating and capital expenditures over at least the next 12 months from the date that the interim financial statements are issued.
The Company is currently evaluating different financing options to obtain the required funding to extend the Company’s cash runway beyond 12 months from the date the interim financial statements are issued. Financing options may include, but are not limited to, the public or private sale of equity, debt financings or funds from other capital sources, such as collaborations, strategic alliances and partnerships, or licensing arrangements with third parties. However, there can be no assurance that the Company will be able to secure additional financing, or if available, that it will be sufficient to meet its needs or available on favorable terms indicating a material uncertainty exists about the Company’s ability to continue as a going concern.
On August 24, 2023, the Company announced that it has obtained commitments from Fortress, Tolefi and other longstanding existing shareholders to subscribe to a capital increase of up to
€9.8 million (whose €2.0 
million related to the first tranche has been already proceeded as of September 4,
 
2023). See note 2.5.19. Taking into account the Management’s assumptions regarding estimated cash-flows for the years 2023 and 2024, the Company believes that following the close of the second tranche subscribed by Fortress which is subject to approval by the extraordinary shareholders’ meeting, its existing cash and cash equivalents should be sufficient, based on the current scope of activities, to fund operating expenses and capital expenditure requirements until the end of the fourth quarter of 2024. 
The accompanying interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the interim consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
War in Ukraine
In February 2022, Russia launched a military invasion of Ukraine. The ongoing military operations in Ukraine and the related sanctions targeted against Russia and Belarus may have an impact on the European and global economies. The Company has no operations or suppliers based in Ukraine, Belarus, or Russia, and consequently there has not been a negative impact on our operations to date.
However, the general economic impacts of the conflict are unpredictable and could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets. Given the continuing conflict, the operations of the Company could be disrupted due to the demise of commercial activity in impacted regions and due to the severity of sanctions on the businesses upon which the Company and its suppliers rely. Further, state-sponsored cyberattacks could expand as part of the conflict, which could adversely affect the Company’s ability to maintain or enhance key cyber security and data protection measures. To date, the Company has not experienced any material adverse impacts, but the Company is not able to reliably predict the potential impact of the conflict on its future business or operations.
 
2.5.2.2 New standards, interpretations, and amendments
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.
None
 
of the new standards, interpretations and amendments, which are effective for periods beginning after January 1, 2023 which have been issued by the IASB have a material effect on the Group’s financial statements. None of the new standards, interpretations and amendments, which will be effective for periods beginning after January 1, 2024 and are not yet effective as of June 30, 2023 and/or not yet adopted as of June 30, 2023, are expected to have a material effect on the Group’s future financial statements as either they are not relevant
to
the Group’s activities, or they require accounting which is consistent with the Group’s current accounting policies.
2.5.2.3 Critical accounting estimates and judgements
The preparation of condensed consolidated interim financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that may significantly affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period.
Refer to note 5.4 from the Group’s 2022 Annual Report for further details about the main critical accounting estimates and judgements.
v3.23.2
Segment reporting
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Segment reporting
2.5.3
Segment reporting
The chief operating decision-maker (CODM), who is responsible for making strategic decisions, allocating resources and assessing performance of the Group, has been identified as the Board of Directors.
Since the acquisition of the oncological platform in 2015, the management and the CODM have determined that there are two operating segments,
being:
 
 
•
 
the immuno-oncology segment regrouping all assets developed based on the CAR T cell platform, and.
 
 
•
 
the cardiology segment, regrouping the Cardiopoiesis platform, C-Cath
ez
.
Corporate segment includes costs for general and administration functions not allocated to the other business segments.
Although the Group is currently active in Europe and in the United States, no geographical financial information is currently available given the fact that the core operations are currently still in a study phase. No disaggregated information on product level or geographical level or any other level currently exists and hence is also not considered by the Board of Directors for assessing performance or allocating resources.
The CODM is not reviewing assets by segments, hence no segment information per asset is disclosed. As of June 30, 2023, the main Group’s
non-current
assets are located in Belgium.
Since 2017, the Group is fully focused on the development of its immuno-oncology platform. Therefore, as of June 30, 2023, most of the R&D expenses were incurred in the immuno-oncology segment, in line with prior year.
 

 
  
For the
Six-month
period ended June 30, 2022
 
€ ‘000
  
Cardiology
 
 
Immuno-oncology
 
 
Corporate
 
 
Group Total
 
Revenue recognized at a point in time
      —         —         —         —    
Revenue recognized over time
      —         —         —         —    
Total Revenue
   
 
—  
 
  
 
—  
 
  
 
—  
 
  
 
—  
 
Cost of Sales
      —         —         —         —    
Gross Profit
   
 
—  
 
  
 
—  
 
  
 
—  
 
  
 
—  
 
Research & Development expenses
      (268 )      (10 259 )      —         (10 527 ) 
General & Administrative expenses
      —         —         (6 245 )      (6 245 ) 
Change in fair value of contingent consideration
      —         1 128       —         1 128  
Net Other income/(loss)
      (74 )      1 641       —         1 567  
    
 
 
    
 
 
    
 
 
    
 
 
  
Operating Profit/(Loss)
   
 
(342
) 
  
 
(7 490
) 
  
 
(6 245
) 
  
 
(14 077
) 
    
 
 
    
 
 
    
 
 
    
 
 
  
Net financial income/(loss)
      (19 )      (68 )      108       21  
Profit/(Loss) before taxes
   
 
(361
) 
  
 
(7 558
) 
  
 
(6 137
) 
  
 
(14 056
) 
Income Taxes
      —         —         —         —    
    
 
 
    
 
 
    
 
 
    
 
 
  
Profit/(Loss) for the
six-month
period ended June 30, 2022
   
 
(361
) 
  
 
(7 558
) 
  
 
(6 137
) 
  
 
(14 056
) 
    
 
 
    
 
 
    
 
 
    
 
 
  
 
  
For the
Six-month
period ended June 30, 2023
 
€ ‘000
  
Cardiology
 
 
Immuno-oncology
 
 
Corporate
 
 
Group Total
 
Revenue recognized at a point in time
      44       —         —         44  
Revenue recognized over time
      —         —         —         —    
Total Revenue
   
 
44
 
  
 
—  
 
  
 
—  
 
  
 
44
 
Cost of Sales
      (44 )      —         —        
(44
)
Gross Profit
   
 
—  
 
  
 
—  
 
  
 
—  
 
  
 
—  
  
Research & Development expenses
      (355 )      (1 784 )      —         (2 139 ) 
General & Administrative expenses
      —         —         (3 665 )      (3 665 ) 
Change in fair value of contingent consideration
      —         —         —         —    
Net Other income/(loss)
      (16 )      1 249       826       2 059  
    
 
 
    
 
 
    
 
 
    
 
 
  
Operating Profit/(Loss)
   
 
(371
) 
  
 
(535
) 
  
 
(2 840
) 
  
 
(3 745
) 
    
 
 
    
 
 
    
 
 
    
 
 
  
Net financial income/(loss)
      —         (8 )      13       5  
Profit/(Loss) before taxes
   
 
(371
) 
  
 
(543
) 
  
 
(2 827
) 
  
 
(3 740
) 
Income Taxes
      —         —         —         —    
    
 
 
    
 
 
    
 
 
    
 
 
  
Profit/(Loss) for the
six-month
period ended June 30, 2023
   
 
(371
) 
  
 
(543
) 
  
 
(2 827
) 
  
 
(3 740
) 
    
 
 
    
 
 
    
 
 
    
 
 
  
v3.23.2
Off-Balance Sheet Commitments
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Off-Balance Sheet Commitments
2.5.4
Off-Balance
Sheet Commitments
As of June 30, 2023, the Group has no
off-balance
sheet commitments
to
be reported other than those described in note 5.34 of its 2022 Annual Report.
 
v3.23.2
Capital Expenditures
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Capital Expenditures
2.5.5
Capital Expenditures
In accordance with IAS 38, the Group does not capitalize its research and development expenses until the Group receives marketing authorization for the applicable product candidates. Research and development expenditures incurred during the interim period were accounted for as operating expenses.
 
v3.23.2
Results of Operations
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Results of operations
2.5.6
Results of Operations
Revenue
 
 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
  
2022
 
Out-licensing
revenue
      —          —    
Other revenue
      44        —    
    
 
 
     
 
 
  
Total
   
 
44
 
   
 
—  
 
    
 
 
     
 
 
  
The Group’s license and collaboration agreements generated no revenue in the first half of 2023 similar to first half 2022. The Group did not enter into any new license agreements for the
six-month
period ended June 30, 2023.
 
The Group does not expect to generate material revenue unless and until the Group concludes partnerships with outside parties around the licensing of the patents around allogeneic CAR
T-cell
therapies and NKG2D-based therapies.
The other revenue recognized in the first half of 2023 is part of contract with customer to sell C-Cathez medical devices.
Research and development expenses
The following table is a summary of manufacturing expenses, clinical, quality and regulatory expenses and other research and development expenses, which are aggregated and presented as research and development expenses in the Group’s condensed consolidated interim financial statements.
 
 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
 
2022
 
Employee expenses
      1 711       5 432  
Preclinical study costs
      411       1 034  
Depreciation
      367       721  
IP filing and maintenance fees
      135       458  
Rent and utilities
      133       323  
Share-based payments
      66       212  
Travel & Living
      34       76  
Consulting fees
      5       126  
Clinical study costs
      (685 )      1 465  
Process development and
scale-up
      —         459  
Others
      (38 )      221  
    
 
 
    
 
 
  
Total R&D expenses
   
 
2 139
 
  
 
10 527
 
    
 
 
    
 
 
  
Research and development expenses totaled €2.1 million for the
six-month
period ended June 30, 2023, which represents a decrease of 79.7% compared to the first semester of 2022.
The changes in the R&D expenses are mainly driven by:
 
  •  
The decrease of employee expenses mainly related to headcount reduction through the year ended December 31, 2022 to support the Group’s reorganization around preclinical and clinical programs;
 
  •  
The decrease on clinical study costs mainly due to the Group’s decision to discontinue the development of its remaining clinical programs
CYAD-02,
CYAD-101
and
CYAD-211
taken in December 2022 for which a provision had been recorded to cover for contractual obligations through 2023 for an amount of €2.1 million
 (whose €1.8 million were used during the first semester of 2023)
. In relation to the closing activities of the clinical studies through the first semester of 2023, additional savings have been recognized mainly associated to the closing of sites, central labs and clinical research organization (“CRO”);
 
 
•
 
The decrease of preclinical activities after the Group’s decision to adopt and implement over the last few months of the year 2022 the new business strategy to focus on early stage discovery research in areas of expertise where it can leverage the differentiated nature of its platforms;
 
 
•
 
The decrease on IP filing and maintenance fees due to the strengthening the IP prosecution which occurred over the year 2022;
 
 
•
 
The decrease of the expenses associated with the share-based payments
(non-cash
expenses) related to the warrants plan offered to the employees, managers and directors, mainly related to the decrease in the fair market value of stock options issued over the previous years and the headcount reduction through the year ended December 31, 2022;
 
 
•
 
The decrease in depreciation and rent and utilities due to sale of the assets associated to the Manufacturing Business Unit included facilities and equipment, office furniture, leasehold improvements, and laboratory equipment in September 2022 and to the sale of certain fixed assets of the Group to Cellistic as of January 1, 2023, mainly associated to the Belin 2 building for which the Group executes short term lease (less than 12 months) of a part of Belin 2 building from Cellistic before moving to the new Group’s headquarter during the second semester of 2023 (see note 2.5.1); and
 
 
•
 
The decrease of process development costs, consulting fees and other costs associated with the manufacturing activities after the Group’s decision to adopt and implement over the last few months of the year 2022 the new business strategy to focus on early stage discovery research and discontinue the development of clinical programs and associated manufacturing activities.
General and administrative expenses
 
 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
  
2022
 
Employee expenses
      1 050        2 589  
Consulting fees
      1 072        1 138  
Insurances
      657        1 215  
Share-based payments
      378        864  
Communication & Marketing
      132        190  
Travel & Living
      53        57  
Rent
      44        32  
Depreciation
      30        102  
Others
      249        58  
    
 
 
     
 
 
  
Total General and administrative expenses
   
 
3 665
 
   
 
6 245
 
    
 
 
     
 
 
  
General and Administrative expenses totaled €3.7 million for the
six-month
period ended June 30, 2023, which represents a decrease of 41.3% compared to 2022.
The changes in the General and Administrative expenses are mainly driven by:
 
  •  
The decrease of employee expenses mainly related to headcount reduction and management changes through the year ended December 31, 2022 to support the Group’s reorganization;
 
  •  
The decrease in insurances costs (D&O insurance principally) due to additional expenses recognized during the first semester of the year 2022, associated to previous capital raise which occurred at
year-end
2021; and
 
  •  
The decrease of the expenses associated with the share-based payments
(non-cash
expenses) related to the warrants plan offered to the employees, managers and directors, mainly related to the decrease in the fair market value of stock options issued over the previous years and the headcount reduction through the year ended December 31, 2022.
Change in fair value of contingent consideration, other income and other expenses
Change in fair value of contingent consideration
 
 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
  
2022
 
Change in fair value of contingent consideration
      —          1 128  
    
 
 
     
 
 
  
Total Change in fair value of contingent consideration
   
 
—  
 
   
 
1 128
 
    
 
 
     
 
 
  
As of June 30, 2023, there is no change in fair value of the contingent consideration and other financial liabilities as Management has determined that there has been no event (such as a firm sublicense or collaboration contract) that increase
s
the probability of the projected future cash outflow due to
Celdara Medical, LLC and Dartmouth College, indicating that the probability is remote, similar to December 31, 2022.
 
As of December 31, 2022, Management had to conclude on the full reversal of the contingent consideration and other financial liabilities associated with the potential future payments due to Celdara Medical, LLC and Dartmouth College associated to the Group’s immuno-oncology platform, for a total amount of €14.7 million. This accounting conclusion, which reflected a picture of the situation at December 31, 2022, doesn’t affect the Management’s commitment to continue the exploitation of these IPs in its new strategy.
For
comparative purpose, as of June 30, 2022, the liability evolution had reflected the development of the Group’s product candidates using CAR T technology and their progress towards market approval in both autologous and allogeneic programs, as well as the update of its underlying business plans and revenue forecast. The fair value adjustment (€1.1million,
non-cash
income) relating to reassessment as of June 30, 2022, has been mainly driven by:
 
  •  
The updated assumptions on projected revenue associated to the Group’s allogeneic CAR T program
CYAD-101
for the treatment of mCRC for which the timing of the potential commercialization of the Group’s
CYAD-101
program had been delayed by one year. Additionally, the addressable patient population had been reduced based on safety findings for the candidate from the
CYAD-101-002
Phase 1b trial, which had been on clinical hold during the second quarter of 2022 after two fatalities occurred in patients with similar pulmonary findings;
 
  •  
The update in discount rate (Weighted Average Cost of Capital, or WACC) used for fair value measurement purposes at June 30, 2022, which had led to an increase of the WACC; and
 
  •  
The revaluation of the U.S. dollar against the Euro.
Other income
 
 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
  
2022
 
Grant income (RCAs)
      464        645  
Grant income (Other)
      334        804  
R&D tax credit
      106        329  
Gain on sales of Property, plant & equipment
      1 070        —    
Other
      149        3  
    
 
 
     
 
 
  
Total Other Income
   
 
2 123
 
   
 
1 781
 
    
 
 
     
 
 
  
For the
six-month
period ended June 30, 2023, other income is mainly related to:
 
  •  
Grant income (RCAs): additional grant income has been recognized in 2023 on grants in the form of recoverable cash advances (RCAs) for contract numbered 8436. In accordance with IFRS standards, the Company has earned grants for the period amounting to €0.7 million, out of which €0.2 million is accounted for as a financial liability and the remaining €0.5 million as a grant income. The decrease compared to June 30, 2022, is mainly associated with the decrease on additional grant income recognized on
the
conventions due to advancement of the subsidized programs;
 
  •  
Grant income (Others): additional grant income has been recognized in 2023 on grants received from the regional government (contract numbered 8516), not referring to RCAs and not subject to reimbursement. The decrease compared to June 30, 2022, is mainly associated with the decrease on additional grant income recognized on this convention due to advancement of the subsidized programs;
 
  •  
R&D tax credit: the current year income decreased compared to June 30, 2022, due to lower eligible expenses on clinical activities and prioritization of discovery research in areas of expertise where it can leverage the differentiated nature of the Group’s platforms;
 
  •  
Gain on sale of Property, plant & equipment results from the terms of the asset purchase agreement between Celyad Oncology and Cellistic under which Cellistic agreed to acquire certain fixed assets of the Group for a total consideration of €1.3 million, effective as of January 1, 2023 (see note 2.5.1). The book value of the assets sold to Cellistic was €0.2 million. As of December 31, 2022, in accordance with IFRS 5,
Non-current
Assets Held for Sale and Discontinued Operations, these fixed assets had been classified as
non-current
assets held for sale and presented in the consolidated statement of financial position as a line item entitled “Assets held for sale”; and
 
  •  
Other income associated to cross-charge of expenses to Cellistic associated to the management of the transition phase before moving of the Group’s to its new headquarter for €0.2 million (see note 2.5.1).
Other expenses
 
 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
  
2022
 
Remeasurement of RCAs
      20        66  
Loss on disposals of Property, plant & equipment
      7        —    
Other
      37        148  
    
 
 
     
 
 
  
Total Other Expenses
   
 
64
 
   
 
214
 
    
 
 
     
 
 
  
The decrease of the other expenses is mainly due to the recognition of a bad debt accrual on trade and other receivable in 2022.
Operating loss
As a result of the foregoing, the Group’s operating loss, totaled €3.7 million for the
six-month
ended June 30, 2023, compared to €14.1 million at June 30, 2022.
Financial income and financial expenses
The decrease of the financial income
of
€0.1 million refers mainly to the gain on foreign exchange differences due to the higher revaluation of the USD in 2022.
The decrease of the financial expenses of €0.1 million refers mainly to interest expenses associated to terminated lease agreements occurred through the second semester of 2022.
Loss for the period
As a result, the Group’s loss for the
six-month
period ended June 30, 2023, was €3.7 million compared to €14.1 million at June 30, 2022.
Loss per share
The loss per share is calculated by dividing loss for the period by the weighted average number of ordinary shares outstanding during the period. As the Group is incurring net losses, outstanding warrants have an anti-dilutive effect. As such, there is no difference between the basic and the diluted earnings per share.
 

 
  
For the Six-month period ended June 30,
 
(€’000)
  
2023
 
 
2022
 
Loss of the year attributable to Equity Holders
      (3 740 )      (14 056 ) 
Weighted average number of shares outstanding
      22 593 956       22 593 956  
    
 
 
    
 
 
  
Earnings per share
(non-fully
diluted) in €
   
 
(0.17
) 
  
 
(0.62
) 
    
 
 
    
 
 
  
Outstanding warrants
      2 852 913       2 269 448  
    
 
 
    
 
 
  
v3.23.2
Liquidity and Capital Resources
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Liquidity and capital resources
2.5.7
Liquidity and capital resources
The Group’s liquidity requirements primarily relate to the funding of research & development, general & administrative expenses and working capital requirements. The Group monitors its risk exposure to a shortage of funds using a monthly liquidity planning tool. Its objective is to maintain a balance between continuity of funding and flexibility through the use of bank deposits and finance leases.
Through June 30, 2023, the Group funded its operations through several private and public investments totaling, since inception, approximately €338 million (approximately €102 million and €236 million respectively). Since inception, the Group also received
non-dilutive
funding from recoverable cash advances, or RCAs, granted by Walloon Region for an amount of €37.1 million and €6.4 million from other grants granted by Walloon Region, Federal Belgian Institute for Health Insurance Inami and Federal Government through the R&D tax credit. Those other grants are not subject to future reimbursement (as it is the case for the RCA’s described below).
Recoverable
Cash Advances (RCA’s) recorded as financial liabilities for an amount of €5.2 million at June 30, 2023, correspond to the risk-adjusted present value of expected future repayments of amounts granted by the Walloon Region, to support specific development programs related to
C-Cath
ez
,
CYAD-01,
CYAD-02,
CYAD-101,
CYAD-211,
shARC franchise and preclinical studies on new engagers. As of June 30, 2023, there are three RCA contracts pending totaling €7.8 million, out of which €5.3 million has been effectively paid out to Celyad Oncology by the Walloon Region.
The Group is also exposed to contingent consideration as a result of the license agreement concluded with Celdara Medical, LLC. The risk adjusted present value of expected cash outflows (mainly to Celdara) is recorded as a financial liability (see note 2.5.16.2).
The following table sets forth the Group’s condensed interim consolidated cash flows information for the
six-month
periods ended June 30, 2023 and 2022:
 

 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
 
2022
 
Net cash used in operations
      (8 331 )      (16 308 ) 
Net cash (used in)/from investing activities
      965       1 140  
Net cash (used in)/from financing activities
      (102 )      (445 ) 
Effects of exchange rate changes
      (1 )      (20 ) 
    
 
 
    
 
 
  
Change in Cash and cash equivalents
   
 
(7 469
) 
  
 
(15 633
) 
    
 
 
    
 
 
  
Change in Short-term investments
      —         —    
    
 
 
    
 
 
  
Net cash burned over the period
3
   
 
(7 469
) 
  
 
(15 633
) 
    
 
 
    
 
 
  
The cash outflow resulting from operating activities amounted to €8.3 million for the
six-month
period ended June 30, 2023, as compared to €16.3 million for the prior year’s period. The decrease of €8.0 million
is primarily driven by the selling of the manufacturing activities in 2022 combined with global decrease on preclinical and clinical activities, insurance costs, headcount, management changes costs and associated impact on the change in working capital. The decrease of these costs is in line with the Group’s decision to adopt and implement over the last few months of the year 2022 the new business strategy to focus on early stage discovery research in areas of expertise where it can leverage the differentiated nature of its platforms.
Cash flow from investing activities represented a net cash inflow
of €1.0 
million for the
six-month
period ended June 30, 2023, from the sale of certain fixed assets of the Group for a total consideration
of €1.3 
million to Cellistic partly compensated by the acquisitions of assets for the Group’s new headquarters. It remains stable compared to the net cash inflow
of €1.1 
million for the
six-month
period ended June 30, 2022, from the proceeds from the sale of the Mesoblast shares received following the signed amendment with Mesoblast in January 2022.

 
3
‘Net cash burn’ is an alternative performance measure determined by the
year-on-year
net variance in the Group’s treasury position as above defined. The purpose of this measure for the Management is to determine the change of the treasury position.
 
 
‘Treasury position’ is an alternative performance measure determined by adding Short-term investments and Cash and cash equivalents from the statement of financial position prepared in accordance with IFRS. The purpose of this measure by Management is to identify the level of cash available internally (excluding external sources of financing) within 12 months.
 
Cash flow from financing activities in the first half of 2023 represented a net cash outflow of €
0.1
 million compared to a cash outflow of €
0.4
 million for prior year’s period. The decrease in the cash outflow of €
0.3
 million is mainly related to the decrease in repayments of leases after termination, in the second semester of the year 2022, of leases associated to CTMU facilities and to the
corporate
offices before their relocation in 2023.
v3.23.2
Goodwill and Intangible assets
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Goodwill and Intangible assets
2.5.8
Goodwill and Intangible assets
 
 
  
As at June 30,
 
  
As at December 31,
 
(€‘000)
  
2023
 
  
2022
 
Goodwill
      —          —    
Oncyte
In-process
research and development (‘IPR&D’)
      —          —    
C-Cathez
development costs
      375        408  
Patents, licenses and trademarks
      237        456  
Software
      33        —    
    
 
 
     
 
 
  
Total Goodwill and Intangible assets
   
 
645
 
   
 
864
 
    
 
 
     
 
 
  
The variance on the total intangible assets as of June 30, 2023, compared to December 31, 2022, resulted primarily from the regular amortization of C-Cath
ez
development costs and the Group’s patents, licenses and trademarks.
Goodwill and IPR&D resulted from the purchase price allocation exercise performed for the acquisition of Oncyte LLC in 2015. Goodwill and IPR&D are not amortized but tested for impairment. As of December 31, 2022, due to the early stage of the implementation of the new strategy and the fact no firm sublicence contract nor collaboration contract was concluded as of December 31, 2022, Management had to recognize that significant uncertainty exist on the timing and amount of the new strategy outcomes and therefore had to conclude that the possibility of any inflow was remote regarding accounting standards definition. Therefore, Management recognized a full impairment loss on the remaining value of the goodwill, IPR&D and Horizon Discovery’s shRNA platform. This accounting conclusion, which reflected a picture of the situation at December 31, 2022, doesn’t affect the Management’s commitment to continue the exploitation of these IPs in its new strategy.
As soon as a future event (such as a firm sublicense or collaboration contract) will increase the probability of revenue, indicating that the probability is more than remote and consequently that the recognized impairment losses may no longer exist or may have decreased, the Group will estimate the cash-generating unit’s recoverable amount. The reversal will be limited so that the carrying amount of the asset does not exceed its recoverable amount. An impairment loss recognized on goodwill is however not reversed in a subsequent period. As of June 30, 2023, Management has determined that there have been no event that increase the probability of revenue, indicating that the probability is more than remote such as there is no reversal of the impairment loss to be recognized.
The capitalized development costs relate to the development of
C-Cathez.
The development costs of
C-Cathez
were capitalized in May 2012 and are being amortized until 2029. No other development costs have been capitalized to date. All other programs’
(C-Cure,
CYAD-01,
CYAD-02,
CYAD-101,
CYAD-211…)
related development costs have been assessed as not being eligible for capitalization and have therefore been recognized in the income statement as research and development expenses. Software is amortized over a period of
3
to 5 years.
Patents, licenses and trademarks, mainly relate to the following items:
 
  •  
Exclusive Agreement for Horizon Discovery’s shRNA Platform to develop next-generation allogenic CAR T Therapies acquired for €
0.9 
million at the end of December 2018. Since acquisition, the Company capitalized milestone payments for a total amount of €
0.3 
million. This patent is being amortized over the remaining intellectual property protection of 20 years, with the first patent application filed in 2008. As of December 31, 2022, Management recognized a full impairment loss on the remaining value of the Horizon Discovery’s shRNA platform; and
 
  •  
An intangible asset capitalized in January 2022 for $
1.0
 million (€
0.9
million), reflecting the Group’s opportunity to explore new partnership for the
C-Cathez,
which is being amortized over a period of
2 years
.
v3.23.2
Non-current trade receivables and other non-current assets
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Disclosure of Non-current trade receivables and other non-current assets [text block]
2.5.9
Non-current
trade receivables and other
non-current
assets
 
 
  
As at June 30,
 
  
As at December 31,
 
(€‘000)
  
2023
 
  
2022
 
R&D Tax credit receivable
       2 782        3 454  
    
 
 
     
 
 
  
Total
Non-current
Grant recevables
   
 
2 782
 
   
 
3 454
 
    
 
 
     
 
 
  
Deposits
      209        264  
    
 
 
     
 
 
  
Total Other
non-current
assets
   
 
209
 
   
 
264
 
    
 
 
     
 
 
  
In 2017, the Group recognized for the first time a R&D tax credit (€1.2 million) receivable from the Federal Government that included a
one-time
catch-up
effect. Since 2018, further R&D tax credit receivables are recorded on an annual basis. During the
six-month
period ended June 30, 2023, the Group recorded an additional R&D tax credit of €0.1 million
 and classified as current grant receivables the fiscal year 2018 R&D tax credit for €0,8 million (see note 2.5.10).
 
During the year ended December 31, 2022, the Group received €0.8 million related to the fiscal year 2017 R&D tax credit. Based on facts and circumstances, the Group believes that all the receivables and/or financial fixed assets are recoverable and thus, the Group estimates that no reserve is required.
The
non-current
assets relate to security deposits paid to the lessors of the building leased by the Group and a deposit to the Social Security administration.
v3.23.2
Trade and Other receivables
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Trade and Other receivables
2.5.10
Trade and Other receivables
 
 
  
As at June 30,
 
  
As at December 31,
 
(€‘000)
  
2023
 
  
2022
 
Trade receivables
      642        909  
Advance deposits
      237        209  
    
 
 
     
 
 
  
Total Trade and Other receivables
   
 
879
 
   
 
1 118
 
    
 
 
     
 
 
  
Current Grant receivables (RCAs)
      181        —    
Current Grant receivables (Others)
      1 036        —    
    
 
 
     
 
 
  
Total Current Grant receivables
   
 
1 217
 
   
 
—  
 
    
 
 
     
 
 
  
Prepaid expenses
      390        667  
VAT receivable
      153        316  
Income and other tax receivables
      79        34  
    
 
 
     
 
 
  
Total Other current assets
   
 
622
 
   
 
1 017
 
    
 
 
     
 
 
  
Total Trade receivables, current grant receivables and other current assets
   
 
2 718
 
   
 
2 135
 
    
 
 
     
 
 
  
The decrease of trade and other receivables is mainly due to credit notes received following the closing of clinical studies for an amount of €0.1 million and payment received for an amount of €0.2 million related to the sales of the
C-Cathez,
which is also reflected in other current liabilities through recognition of deferred revenue on sales for the same amount.
As of June 30, 2023, the increase in current grant receivables for €1.2 million is
driven by lower cash proceeds from the Walloon Region in 2023 compared to the qualified expenses incurred during the period for €0.4 million and the fiscal year 2018 R&D tax credit expected to be reimbursed within one year as of June 30, 2023, for €0.8 million.
The decrease in other current assets as of June 30, 2023 compared to December 31, 2022 of €0.4 million is mainly driven by the decrease of the VAT receivable as a result of decreased preclinical and clinical activities compared to
year-end
2022 and the decrease on prepaid expenses on insurances for €0.3 million due to timing difference on their related payments.
v3.23.2
Short-term investments and Cash and Cash equivalents
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Short-term investments and Cash and Cash equivalents
2.5.11
Short-term investments and Cash and Cash equivalents
 
    
As at June 30,
     
As at December 31,
  
(€‘000)
   
2023
     
2022
  
Short-term investments
      —          —    
Cash at bank and on hand
      4 976        12 445  
    
 
 
     
 
 
  
Total Short-term investments and Cash and cash equivalents
   
 
4 976
 
   
 
12 445
 
    
 
 
     
 
 
  
The Group’s cash and cash equivalents amounted to €5.0 million at June 30, 2023 which accounts for a decrease of €7.5 million
as compared to
year-end
2022, as a result of cash used in the Group’s operations (see note 2.5.7).
Given the level of market interest rates for corporate deposits of short-term maturities, the Group has not invested in short-term deposits over the years 2023 and 2022.
v3.23.2
Capital and share premium
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Capital and share premium
2.5.12
Capital and share premium
 
    
As at June 30,
    
As at December 31,
  
(€‘000)
   
2023
    
2022
  
Capital
      78 585       78 585  
Share premium
      6 317       6 317  
Other reserves
      35 242       34 800  
Capital reduction reserve
      234 562       234 562  
Accumulated deficit
      (353 687 )      (349 947 ) 
    
 
 
    
 
 
  
Total number of issued and outstanding shares
   
 
22 593 956
 
  
 
22 593 956
 
    
 
 
    
 
 
  
As of June 30, 2023, share capital amounted to €78.6 million represented by 22,593,956 ordinary shares with no nominal value and a par value of €3.48 per share. This balance does not include the outstanding warrants issued by the Group and granted to certain directors, employees and
non-employees
of the Group.
As of June 30, 2023, all shares issued have been fully paid.
Capital reduction reserve
Pursuant to Belgian law (“BCCA”), the calculation of amounts available for distribution to shareholders, as dividends or otherwise, must be determined on the basis of our standalone
non-consolidated
statutory financial statements of Celyad Oncology SA prepared under Belgian GAAP, and not on the basis of IFRS consolidated financial statements. In addition, under the BCCA, the Company may declare or pay dividends only if, following the declaration and issuance of the dividends, the amount of the Company’s net assets on the date of the closing of the last financial year according to the Company’s statutory annual
accounts (i.e., the amount of the assets as shown in the balance sheet, decreased with provisions and liabilities, all as prepared in accordance with Belgian accounting rules), decreased with the
non-amortized
costs of incorporation and expansion and the
non-amortized
costs for research and development, does not fall below the amount of the
paid-up
capital (or, if higher, the called capital), increased by the amount of
non-distributable
reserves. Finally, prior to distributing dividends, the Company must allocate at least 5% of the annual net profits (under the Company’s
non-consolidated
statutory accounts prepared in accordance with Belgian accounting rules) to a legal reserve, until the reserve amounts to 10% of the Company’s share capital.
In addition to the above test, the Company must also meet a liquidity test in order to be able to declare and/or distribute dividends.
From inception to June 30, 2023, the shareholders, in accordance with Belgian Companies and Associations Code, had approved the absorption of
€234.6 
million of accounting losses into share premium. As a result, share premium has been reduced by a cumulative amount
of €234.6 
million against capital reduction reserve. These transactions have no impact on the total equity, comprehensive income (loss), assets (including cash) nor liabilities.
v3.23.2
Recoverable Cash Advances
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Recoverable Cash Advances
2.5.13
Recoverable Cash Advances
 
    
As at June 30,
     
As at December 31,
  
(€‘000)
   
2023
     
2022
  
Non-Current
portion
     
4 486
       
4 584
  
Current portion
      763        437  
    
 
 
     
 
 
  
Total Recoverable Cash Advances
   
 
5 249
 
   
 
5 021
 
    
 
 
     
 
 
  
The change in the recoverable cash advances liability at the statement of financial position date mainly reflects both the new grants received in current year as well as the remeasurement of the liability at amortized cost, based on the Group’s updated business plan and related cash flow projections (see note 2.5.6). The
year-end
balance also captures the repayments of contractual turnover independent lump sums to the Walloon Region (mainly relating to
C-Cathez
agreements).
As documented in the notes 2.5.6 and 2.5.8, Management had to conclude that the possibility of any cash flow, associated with CAR
T-cell
and NKG2D-based therapies are remote and thus the fair value of the sales dependent liability is estimated to be zero, similar to December 31, 2022.
In the second half of 2023 and beyond, the Group will have to make exploitation decisions on the remaining RCAs (agreements numbered 8212, 8436 and 8516).
v3.23.2
Other Non-Current Liabilities
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Other Non-Current Liabilities
2.5.14
Other
Non-Current
liabilities
 
 
  
As at June 30,
 
  
As at December 31,
 
(€’000)
  
2023
 
  
2022
 
Onerous contracts -
non-current
liabilities
      85        124  
Other
non-current
liabilities
      132        134  
    
 
 
     
 
 
  
Total Other
non-current
liabilities
   
 
217
 
   
 
258
 
    
 
 
     
 
 
  
As of December 31, 2022, the Group recorded a provision for onerous contracts for a total amount of €2.2 million in order to cover the contractual obligations, mainly on clinical activities
follow-up
and studies closing costs, after the Group’s decision in the fourth quarter of 2022, to discontinue the development of its remaining clinical programs
CYAD-02,
CYAD-101
and
CYAD-211.
The remaining
non-current
portion of this provision as of June 30, 2023, amounts to €0.1 million. The remaining current portion of the provision is €0.3 million as of June 30, 2023 (see note 2.5.15).
As of June 30, 2023, the
non-current
liability regarding a
non-refundable,
non-creditable
sublicense fee to be paid on an annual basis to Dartmouth in connection with the December 2021 amendment agreement (refer to note 5.34.1 of the Group’s 2022 Annual Report)
is €0.1 
million.
v3.23.2
Trade Payables and Other Current Liabilities
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Trade Payables and Other Current Liabilities
2.5.15
Trade payables and other current liabilities
 
 
  
As at June 30,
 
  
As at December 31,
 
(€’000)
  
2023
 
  
2022
 
Total Trade payables
   
 
3 411
 
   
 
4 752
 
Social security
      128        94  
Payroll accruals
      613        1 294  
Onerous contracts – current liabilities
      314        2 113  
Other current grant liabilities
      323        889  
Others
      355        710  
Total Other current liabilities
   
 
1 733
 
   
 
5 100
 
    
 
 
     
 
 
  
Total Trade payables and other current liabilities
   
 
5 144
 
   
 
9 852
 
    
 
 
     
 
 
  
Trade payables
The
decrease of the trade payables is mainly attributable to the timing of the expenses and the related payments combined with a decrease of activities after the sale of CTMU activities and the strategic shift from an organization focused on clinical development to one prioritizing R&D discovery and the monetization of its IP portfolio through partnerships, collaborations and license agreements through the second semester of 2022. The Group recognized estimated accruals for invoices to receive based on estimated amounts of rendered services or delivered goods before June 30, 2023, but not yet invoiced as per June 30, 2023, for an amount of approximately
€1.7 million.
Other current liabilities
As of June 30, 2023, the decrease on social security and payroll accruals of €0.6 million compared to December 31, 2022 is mainly related to the headcount reduction which occurred through the year 2022.
As of December 31, 2022, the Group recorded a provision for onerous contracts after the Group’s decision to discontinue the development of its remaining clinical programs (see note 2.5.14). As of June 30, 2023, the remaining current portion of the provision for onerous contracts amounts to €0.3 million.
The other current liabilities attached to grants is mainly explained by the excess of cash proceeds compared to the eligible expenses. The decrease compared to
year-end
2022 is mainly related to the convention 8436 due to eligible expenses subsidized by the convention recognized in 2023.
Other current liabilities decreased by €0.4 million, which is mainly explained by reversal of withholding tax accruals combined with revenue recognition on deferred revenue as part of contract with customer to sell
C-Cathez
medical devices.
v3.23.2
Financial Instruments Fair Value Disclosures
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Financial instruments fair value disclosures
2.5.16
Financial Instruments fair values disclosures
2.5.16.1 Financial instruments not reported at fair value on balance sheet
The Group considers that the carrying amount of following financial instruments are a reasonable approximation of their fair value:
 

 
  
As at June 30,
 
  
As at December 31,
 
(€‘000)
  
2023
 
  
2022
 
Financial Assets (‘Amortized cost’ category) within:
                  
Other
non-current
assets
      209        264  
Trade receivables and other current assets
      879        1 118  
Cash and cash equivalents
      4 976        12 445  
    
 
 
     
 
 
  
Total
   
 
6 064
 
   
 
13 827
 
    
 
 
     
 
 
  
 
 
  
As at June 30,
 
  
As at December 31,
 
(€‘000)
  
2023
 
  
2022
 
Financial Liabilities (‘Amortized cost’ category) within:
 
Lease liabilities
      536        255  
RCAs liability
      5 249        5 021  
Trade payables
      3 411        4 752  
    
 
 
     
 
 
  
Total
   
 
9 196
 
   
 
10 028
 
    
 
 
     
 
 
  
As of June 30, 2023, the current part of financial liabilities due by the Group within one year is equal to an amount of €4.4 million. As of June 30, 2023, additional other current liabilities are due by the Group for €1.7 million (see note 2.5.15) leading to a total of €6.1 million of current liabilities. As of June 30, 2023, the current assets (including cash, cash equivalents of €5.0 million) owned by the Group for an amount of €7.7 million (see notes 2.5.10 and 2.5.11), combined with the obtained commitments from Fortress, Tolefi and other longstanding existing shareholders to subscribe to a capital increase of up to €9.8 million, as described in note 2.5.2, are sufficient to cover the cumulative amount of current liabilities due by the Group, as stated in the consolidated statement of financial position as of June 30, 2023, as well as the operating expenses and capital expenditure forecasted at least for the next 12 months from the date the interim financial statements are issued.
2.5.16.2 Financial instruments reported at fair value on balance sheet
Contingent consideration and other financial liabilities are reported at fair value in the statement of financial position using Level 3 fair value measurements for which the Group developed unobservable inputs:
 
(€‘000)
   
Level I
     
Level II
     
Level III
     
Total
  
Liabilities
   
 
—  
 
   
 
—  
 
   
 
—  
 
   
 
—  
 
Contingent consideration and other financial liabilities
      —          —          —          —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Total Liabilities at December 31, 2022
   
 
—  
 
   
 
—  
 
   
 
—  
 
   
 
—  
 
    
 
 
     
 
 
     
 
 
     
 
 
  
 
(€‘000)
   
Level I
     
Level II
     
Level III
     
Total
  
Liabilities
   
 
—  
 
   
 
—  
 
   
 
—  
 
   
 
—  
 
Contingent consideration and other financial liabilities
      —          —          —          —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Total Liabilities at June 30, 2023
   
 
—  
 
   
 
—  
 
   
 
—  
 
   
 
—  
 
    
 
 
     
 
 
     
 
 
     
 
 
  
The change in the balance is detailed as follows:
 
    
As at June 30,
     
As at December 31,
  
(€‘000)
   
2023
     
2022
  
Opening balance Contingent consideration at January 1,
   
 
—  
 
   
 
14 679
 
Milestone payment
      —          —    
Fair value adjustment
      —          (14 679 ) 
Closing balance Contingent consideration at June 30,
   
 
—  
 
   
 
—  
 
    
 
 
     
 
 
  
Total - Contingent consideration and Other financial liabilities
   
 
—  
 
   
 
—  
 
    
 
 
     
 
 
  
The contingent consideration and other financial liabilities refer to the acquisition of the Group’s immuno-oncology platform and corresponds to the fair value of the potential future payments due to Celdara Medical, LLC and Dartmouth College (as disclosed within note 5.34.1 of the Group’s 2022 Annual Report).
The valuation is prepared by the Finance Team on a semestrial basis and reviewed by the Management. The Management’s key assumptions about projected cash flows when determining fair value less costs to sell are the same key assumptions than for impairment testing purposes (see note 2.5.8). There has not been any change in valuation technique in 2023 compared to 2022.
 
As documented in the note 2.5.6, at December 31, 2022, Management had to conclude on the full reversal of the contingent consideration and other financial liabilities associated with the potential future payments due to Celdara Medical, LLC and Dartmouth College associated to the Group’s immuno-oncology platform. This accounting conclusion, which reflected a picture of the situation at December 31, 2022, doesn’t affect the Management’s commitment to continue the exploitation of these IPs in its new strategy.
As soon as a future event (such as a firm sublicense or collaboration contract) will increase the probability of revenue, indicating that the probability is more than remote, the Group will reassess the contingent consideration and other financial liabilities proportionally to the revised fair value of such consideration. As of June 30, 2023, Management has determined that there have been no event that increase the probability of revenue, indicating that the probability is more than remote, such as there is no change in the fair value of the contingent consideration.
v3.23.2
Leases
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Leases
2.5.17
Leases
Amounts recognized in the consolidated statements of financial position
 
 
  
As at June 30,
 
  
As at December 31,
 
(€’000)
  
2023
 
  
2022
 
Property, Plant and Equipment owned (excluding
right-of-use
assets)
      375        86  
Right-of-use
assets
      473        223  
    
 
 
     
 
 
  
Total Property, Plant and Equipment
   
 
848
 
   
 
309
 
    
 
 
     
 
 
  
The variance on property, plant and equipment owned (excluding
right-of-use
assets) are primarily due to leasehold improvements of the Group’s new headquarter (see note 2.5.1) and new laboratory equipment.
The consolidated statement of financial position shows the following amounts related to the leases for which the Group is a lessee:
 

(€’000)
  
Property
 
 
Vehicles
 
 
Equipment
 
 
Total
 
Cost
                                 
At January 1, 2022
   
 
3 025
 
  
 
454
 
  
 
541
 
  
 
4 020
 
Additions
      146       7       —         153  
Disposals
      (3 171 )      (131 )      —         (3 302 ) 
    
 
 
    
 
 
    
 
 
    
 
 
  
At December 31, 2022
   
 
—  
 
  
 
331
 
  
 
541
 
  
 
872
 
Additions
      373       5       —         378  
Disposals
      —         (138 )      (347 )      (485 ) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At June 30, 2023
   
 
373
 
  
 
198
 
  
 
194
 
  
 
765
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Accumulated depreciation
                                 
At January 1, 2022
   
 
(1 281
) 
  
 
(241
) 
  
 
(283
) 
  
 
(1 805
) 
Depreciation charge
      (439 )      (105 )      (118 )      (663 ) 
Disposals
      1 721       98       —         1 819  
At December 31, 2022
   
 
—  
 
  
 
(248
) 
  
 
(401
) 
  
 
(649
) 
Depreciation charge
      (31 )      (35 )      (59 )      (125 ) 
Disposals
      —         135       347       482  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At June 30, 2023
   
 
(31
) 
  
 
(148
) 
  
 
(113
) 
  
 
(292
) 
    
 
 
    
 
 
    
 
 
    
 
 
  
Net book value
                                 
Cost
      —         331       541       872  
Accumulated depreciation
      —         (248 )      (401 )      (649 ) 
At December 31, 2022
   
 
—  
 
  
 
83
 
  
 
140
 
  
 
223
 
Cost
      373       198       194       765  
Accumulated depreciation
      (31 )      (148 )      (113 )      (292 ) 
    
 
 
    
 
 
    
 
 
    
 
 
  
At June 30, 2023
   
 
342
 
  
 
50
 
  
 
81
 
  
 
473
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The additions for the year 2023 are mainly related to the lease agreement for the Group’s new headquarter (Dumont 9 building in Mont-Saint-Guibert, Belgium). This lease commenced from April 1, 2023. See note 2.5.1.
Amounts recognized in the consolidated statements of comprehensive loss
The consolidated statements of comprehensive loss show the following amounts related to the leases:
 
 
  
For the Six-month period ended June 30,
 
(€’000)
  
2023
 
  
2022
 
Depreciation charge of
right-of-use
assets
                  
Property
      31        229  
Vehicles
      35        56  
Equipment
      59        59  
Interest on lease liabilities (including in Financial expenses)
1
      12        88  
Interest on sublease receivable (including in Financial income)
1
      —          (9 ) 
Variable lease payments not included in the measurement of lease liabilities
      —          —    
Expenses relating to short-term leases and leases of
low-value
assets
      23        59  
    
 
 
     
 
 
  
Total expenses related to leases
   
 
160
 
   
 
482
 
    
 
 
     
 
 
  
 
1
 
Interests on leases are presented as operating cash flow.
Total cash outflows for leases
 
    
For the Six-month period ended June 30,
  
(€’000)
   
2023
     
2022
  
Total cash outflow for leases
      127        641  
    
 
 
     
 
 
  
v3.23.2
Related party transactions
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Related party transactions
2.5.18
Related party transactions
The compensation amounts presented below, awarded to the members of the Board of Directors and the Executive Committee of the Group, were recorded as General & Administrative expenses in the period referenced.
 

 
  
For the Six-month period ended June 30,
 
(€’000)
  
2023
 
  
2022
 
Non-executive
director’s fees
      130        210  
Share-based compensation
(1)
      39        113  
    
 
 
     
 
 
  
Total compensation to the Board of Directors
   
 
169
 
   
 
323
 
    
 
 
     
 
 
  
Executive management fees
      634        662  
Short-term employee benefits
      696        1 767  
Share-based compensation
(1)
      299        662  
    
 
 
     
 
 
  
Total compensation to the Executive Committee
   
 
1 629
 
   
 
3 091
 
    
 
 
     
 
 
  
 
(1)
There have been no new issuance of warrants during the first semester of 2023 but the Group recognized vesting costs in continuity with previous warrants plans and taking into account the warrants granted during the
six-month
period ended June 30, 2023.
v3.23.2
Subsequent events
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Subsequent events
2.5.19
Subsequent events
On August 24, 2023, the Company announced that it has obtained commitments from Fortress, Tolefi and other longstanding existing shareholders to subscribe to a capital increase of up to 
€9.8 million (whose €2.0 million related to the first tranche has been already proceeded as of September 4, 2023). The Company intends to use net proceeds from the private placement to fund the development of its innovative
CAR-T
cell targets, accelerate the deployment of proprietary
CAR-T
cell engineering and further fortify its valuable intellectual property portfolio, its operations in Research & Development as well as its activities in IP and Business Development. For more information, see note 2.5.2.
There is no other subsequent event that occurred between
six-month
period end as of June 30, 2023 and the date when these condensed consolidated interim financial statements have been authorized by the Board for issuance.
v3.23.2
Basis of preparation and significant accounting policies (Policies)
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Basis of preparation of half year report
2.5.2.1
Basis of preparation of Half Year Report
The condensed consolidated interim financial statements have been prepared in accordance with the IFRS as issued by the IASB and with IAS 34, Interim Financial Reporting, and the same accounting policies used to prepare the most recent annual financial statements. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the annual financial statements for the year ended December 31, 2022.
The preparation of the Company’s condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the interim period. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. The principal risks during the interim period have not materially changed from those mentioned in the 2022 Annual Report and subsequent reports and filings made with the SEC, each of which are available on the Company’s website (
http://www.celyad.com/investors/regulated-information
).
 
All statements and information relate to the interim period unless otherwise stated.
The condensed consolidated interim financial statements are presented in thousands of Euros and all values are rounded to the nearest thousand (€’000) except when otherwise indicated. Amounts have been rounded off to the nearest thousand and in certain cases, this may result in minor discrepancies in the totals and
sub-totals
disclosed in the financial tables.
Operating Capital Requirements
These interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern.
As of June 30, 2023, the Company had cash, cash equivalents of €5.0 million which should be sufficient to fund operating expenses and capital expenditure requirements into the fourth quarter of 2023.
After due consideration of detailed budgets and estimated
cash flow forecasts for the years 2023 and 2024, the Company continues to project that its existing cash and cash equivalents will not be sufficient to fund its estimated operating and capital expenditures over at least the next 12 months from the date that the interim financial statements are issued.
The Company is currently evaluating different financing options to obtain the required funding to extend the Company’s cash runway beyond 12 months from the date the interim financial statements are issued. Financing options may include, but are not limited to, the public or private sale of equity, debt financings or funds from other capital sources, such as collaborations, strategic alliances and partnerships, or licensing arrangements with third parties. However, there can be no assurance that the Company will be able to secure additional financing, or if available, that it will be sufficient to meet its needs or available on favorable terms indicating a material uncertainty exists about the Company’s ability to continue as a going concern.
On August 24, 2023, the Company announced that it has obtained commitments from Fortress, Tolefi and other longstanding existing shareholders to subscribe to a capital increase of up to
€9.8 million (whose €2.0 
million related to the first tranche has been already proceeded as of September 4,
 
2023). See note 2.5.19. Taking into account the Management’s assumptions regarding estimated cash-flows for the years 2023 and 2024, the Company believes that following the close of the second tranche subscribed by Fortress which is subject to approval by the extraordinary shareholders’ meeting, its existing cash and cash equivalents should be sufficient, based on the current scope of activities, to fund operating expenses and capital expenditure requirements until the end of the fourth quarter of 2024. 
The accompanying interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the interim consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
New standards, interpretations and amendments
2.5.2.2 New standards, interpretations, and amendments
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.
None
 
of the new standards, interpretations and amendments, which are effective for periods beginning after January 1, 2023 which have been issued by the IASB have a material effect on the Group’s financial statements. None of the new standards, interpretations and amendments, which will be effective for periods beginning after January 1, 2024 and are not yet effective as of June 30, 2023 and/or not yet adopted as of June 30, 2023, are expected to have a material effect on the Group’s future financial statements as either they are not relevant
to
the Group’s activities, or they require accounting which is consistent with the Group’s current accounting policies.
Critical accounting estimates and judgements
2.5.2.3 Critical accounting estimates and judgements
The preparation of condensed consolidated interim financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that may significantly affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period.
Refer to note 5.4 from the Group’s 2022 Annual Report for further details about the main critical accounting estimates and judgements.
v3.23.2
Segment reporting (Tables)
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Schedule of Segment Profit by Operating Segment
Since 2017, the Group is fully focused on the development of its immuno-oncology platform. Therefore, as of June 30, 2023, most of the R&D expenses were incurred in the immuno-oncology segment, in line with prior year.
 

 
  
For the
Six-month
period ended June 30, 2022
 
€ ‘000
  
Cardiology
 
 
Immuno-oncology
 
 
Corporate
 
 
Group Total
 
Revenue recognized at a point in time
      —         —         —         —    
Revenue recognized over time
      —         —         —         —    
Total Revenue
   
 
—  
 
  
 
—  
 
  
 
—  
 
  
 
—  
 
Cost of Sales
      —         —         —         —    
Gross Profit
   
 
—  
 
  
 
—  
 
  
 
—  
 
  
 
—  
 
Research & Development expenses
      (268 )      (10 259 )      —         (10 527 ) 
General & Administrative expenses
      —         —         (6 245 )      (6 245 ) 
Change in fair value of contingent consideration
      —         1 128       —         1 128  
Net Other income/(loss)
      (74 )      1 641       —         1 567  
    
 
 
    
 
 
    
 
 
    
 
 
  
Operating Profit/(Loss)
   
 
(342
) 
  
 
(7 490
) 
  
 
(6 245
) 
  
 
(14 077
) 
    
 
 
    
 
 
    
 
 
    
 
 
  
Net financial income/(loss)
      (19 )      (68 )      108       21  
Profit/(Loss) before taxes
   
 
(361
) 
  
 
(7 558
) 
  
 
(6 137
) 
  
 
(14 056
) 
Income Taxes
      —         —         —         —    
    
 
 
    
 
 
    
 
 
    
 
 
  
Profit/(Loss) for the
six-month
period ended June 30, 2022
   
 
(361
) 
  
 
(7 558
) 
  
 
(6 137
) 
  
 
(14 056
) 
    
 
 
    
 
 
    
 
 
    
 
 
  
 
  
For the
Six-month
period ended June 30, 2023
 
€ ‘000
  
Cardiology
 
 
Immuno-oncology
 
 
Corporate
 
 
Group Total
 
Revenue recognized at a point in time
      44       —         —         44  
Revenue recognized over time
      —         —         —         —    
Total Revenue
   
 
44
 
  
 
—  
 
  
 
—  
 
  
 
44
 
Cost of Sales
      (44 )      —         —        
(44
)
Gross Profit
   
 
—  
 
  
 
—  
 
  
 
—  
 
  
 
—  
  
Research & Development expenses
      (355 )      (1 784 )      —         (2 139 ) 
General & Administrative expenses
      —         —         (3 665 )      (3 665 ) 
Change in fair value of contingent consideration
      —         —         —         —    
Net Other income/(loss)
      (16 )      1 249       826       2 059  
    
 
 
    
 
 
    
 
 
    
 
 
  
Operating Profit/(Loss)
   
 
(371
) 
  
 
(535
) 
  
 
(2 840
) 
  
 
(3 745
) 
    
 
 
    
 
 
    
 
 
    
 
 
  
Net financial income/(loss)
      —         (8 )      13       5  
Profit/(Loss) before taxes
   
 
(371
) 
  
 
(543
) 
  
 
(2 827
) 
  
 
(3 740
) 
Income Taxes
      —         —         —         —    
    
 
 
    
 
 
    
 
 
    
 
 
  
Profit/(Loss) for the
six-month
period ended June 30, 2023
   
 
(371
) 
  
 
(543
) 
  
 
(2 827
) 
  
 
(3 740
) 
    
 
 
    
 
 
    
 
 
    
 
 
  
v3.23.2
Results of Operations (Tables)
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Summary of Revenues Revenue
 
 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
  
2022
 
Out-licensing
revenue
      —          —    
Other revenue
      44        —    
    
 
 
     
 
 
  
Total
   
 
44
 
   
 
—  
 
    
 
 
     
 
 
  
Summary of Research And Development Expenses
The following table is a summary of manufacturing expenses, clinical, quality and regulatory expenses and other research and development expenses, which are aggregated and presented as research and development expenses in the Group’s condensed consolidated interim financial statements.
 
 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
 
2022
 
Employee expenses
      1 711       5 432  
Preclinical study costs
      411       1 034  
Depreciation
      367       721  
IP filing and maintenance fees
      135       458  
Rent and utilities
      133       323  
Share-based payments
      66       212  
Travel & Living
      34       76  
Consulting fees
      5       126  
Clinical study costs
      (685 )      1 465  
Process development and
scale-up
      —         459  
Others
      (38 )      221  
    
 
 
    
 
 
  
Total R&D expenses
   
 
2 139
 
  
 
10 527
 
    
 
 
    
 
 
  
Summary of General and Administrative Expenses
 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
  
2022
 
Employee expenses
      1 050        2 589  
Consulting fees
      1 072        1 138  
Insurances
      657        1 215  
Share-based payments
      378        864  
Communication & Marketing
      132        190  
Travel & Living
      53        57  
Rent
      44        32  
Depreciation
      30        102  
Others
      249        58  
    
 
 
     
 
 
  
Total General and administrative expenses
   
 
3 665
 
   
 
6 245
 
    
 
 
     
 
 
  
Schedule of Change in Fair Value of Contingent Consideration
 
 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
  
2022
 
Change in fair value of contingent consideration
      —          1 128  
    
 
 
     
 
 
  
Total Change in fair value of contingent consideration
   
 
—  
 
   
 
1 128
 
    
 
 
     
 
 
  
Earnings (Loss) Per Share
 
  
For the Six-month period ended June 30,
 
(€’000)
  
2023
 
 
2022
 
Loss of the year attributable to Equity Holders
      (3 740 )      (14 056 ) 
Weighted average number of shares outstanding
      22 593 956       22 593 956  
    
 
 
    
 
 
  
Earnings per share
(non-fully
diluted) in €
   
 
(0.17
) 
  
 
(0.62
) 
    
 
 
    
 
 
  
Outstanding warrants
      2 852 913       2 269 448  
    
 
 
    
 
 
  
Summary of Other Income
Other income
 
 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
  
2022
 
Grant income (RCAs)
      464        645  
Grant income (Other)
      334        804  
R&D tax credit
      106        329  
Gain on sales of Property, plant & equipment
      1 070        —    
Other
      149        3  
    
 
 
     
 
 
  
Total Other Income
   
 
2 123
 
   
 
1 781
 
    
 
 
     
 
 
  
Summary of Other Expenses
Other expenses
 
 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
  
2022
 
Remeasurement of RCAs
      20        66  
Loss on disposals of Property, plant & equipment
      7        —    
Other
      37        148  
    
 
 
     
 
 
  
Total Other Expenses
   
 
64
 
   
 
214
 
    
 
 
     
 
 
  
v3.23.2
Liquidity and Capital Resources (Tables)
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Summary of Consolidated Cash Flows Information
The following table sets forth the Group’s condensed interim consolidated cash flows information for the
six-month
periods ended June 30, 2023 and 2022:
 

 
  
For the Six-month period ended June 30,
 
(€‘000)
  
2023
 
 
2022
 
Net cash used in operations
      (8 331 )      (16 308 ) 
Net cash (used in)/from investing activities
      965       1 140  
Net cash (used in)/from financing activities
      (102 )      (445 ) 
Effects of exchange rate changes
      (1 )      (20 ) 
    
 
 
    
 
 
  
Change in Cash and cash equivalents
   
 
(7 469
) 
  
 
(15 633
) 
    
 
 
    
 
 
  
Change in Short-term investments
      —         —    
    
 
 
    
 
 
  
Net cash burned over the period
3
   
 
(7 469
) 
  
 
(15 633
) 
    
 
 
    
 
 
  
v3.23.2
Goodwill and Intangible assets (Tables)
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Summary of Goodwill and Intangible Assets
 
 
  
As at June 30,
 
  
As at December 31,
 
(€‘000)
  
2023
 
  
2022
 
Goodwill
      —          —    
Oncyte
In-process
research and development (‘IPR&D’)
      —          —    
C-Cathez
development costs
      375        408  
Patents, licenses and trademarks
      237        456  
Software
      33        —    
    
 
 
     
 
 
  
Total Goodwill and Intangible assets
   
 
645
 
   
 
864
 
    
 
 
     
 
 
  
v3.23.2
Non-current trade receivables and other non-current assets (Tables)
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Summary of Other Non-current Assets
 
  
As at June 30,
 
  
As at December 31,
 
(€‘000)
  
2023
 
  
2022
 
R&D Tax credit receivable
       2 782        3 454  
    
 
 
     
 
 
  
Total
Non-current
Grant recevables
   
 
2 782
 
   
 
3 454
 
    
 
 
     
 
 
  
Deposits
      209        264  
    
 
 
     
 
 
  
Total Other
non-current
assets
   
 
209
 
   
 
264
 
    
 
 
     
 
 
  
v3.23.2
Trade and Other receivables (Tables)
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Summary of Trade, Other Receivables and Other assets
 
  
As at June 30,
 
  
As at December 31,
 
(€‘000)
  
2023
 
  
2022
 
Trade receivables
      642        909  
Advance deposits
      237        209  
    
 
 
     
 
 
  
Total Trade and Other receivables
   
 
879
 
   
 
1 118
 
    
 
 
     
 
 
  
Current Grant receivables (RCAs)
      181        —    
Current Grant receivables (Others)
      1 036        —    
    
 
 
     
 
 
  
Total Current Grant receivables
   
 
1 217
 
   
 
—  
 
    
 
 
     
 
 
  
Prepaid expenses
      390        667  
VAT receivable
      153        316  
Income and other tax receivables
      79        34  
    
 
 
     
 
 
  
Total Other current assets
   
 
622
 
   
 
1 017
 
    
 
 
     
 
 
  
Total Trade receivables, current grant receivables and other current assets
   
 
2 718
 
   
 
2 135
 
    
 
 
     
 
 
  
v3.23.2
Short-term investments and Cash and Cash equivalents (Tables)
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Summary of Short Term Investments and Cash and Cash Equivalents
    
As at June 30,
     
As at December 31,
  
(€‘000)
   
2023
     
2022
  
Short-term investments
      —          —    
Cash at bank and on hand
      4 976        12 445  
    
 
 
     
 
 
  
Total Short-term investments and Cash and cash equivalents
   
 
4 976
 
   
 
12 445
 
    
 
 
     
 
 
  
v3.23.2
Capital and share premium (Tables)
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Summary of capital and share premium
    
As at June 30,
    
As at December 31,
  
(€‘000)
   
2023
    
2022
  
Capital
      78 585       78 585  
Share premium
      6 317       6 317  
Other reserves
      35 242       34 800  
Capital reduction reserve
      234 562       234 562  
Accumulated deficit
      (353 687 )      (349 947 ) 
    
 
 
    
 
 
  
Total number of issued and outstanding shares
   
 
22 593 956
 
  
 
22 593 956
 
    
 
 
    
 
 
  
v3.23.2
Recoverable Cash Advances (Tables)
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Summary of Current and Non-current Portion Cash Advances
    
As at June 30,
     
As at December 31,
  
(€‘000)
   
2023
     
2022
  
Non-Current
portion
     
4 486
       
4 584
  
Current portion
      763        437  
    
 
 
     
 
 
  
Total Recoverable Cash Advances
   
 
5 249
 
   
 
5 021
 
    
 
 
     
 
 
  
v3.23.2
Other Non-Current Liabilities (Tables)
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Schedule of Other Non-Current Liabilities
 
  
As at June 30,
 
  
As at December 31,
 
(€’000)
  
2023
 
  
2022
 
Onerous contracts -
non-current
liabilities
      85        124  
Other
non-current
liabilities
      132        134  
    
 
 
     
 
 
  
Total Other
non-current
liabilities
   
 
217
 
   
 
258
 
    
 
 
     
 
 
  
v3.23.2
Trade Payables and Other Current Liabilities (Tables)
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Trade Payables and Other Current Liabilities
 
  
As at June 30,
 
  
As at December 31,
 
(€’000)
  
2023
 
  
2022
 
Total Trade payables
   
 
3 411
 
   
 
4 752
 
Social security
      128        94  
Payroll accruals
      613        1 294  
Onerous contracts – current liabilities
      314        2 113  
Other current grant liabilities
      323        889  
Others
      355        710  
Total Other current liabilities
   
 
1 733
 
   
 
5 100
 
    
 
 
     
 
 
  
Total Trade payables and other current liabilities
   
 
5 144
 
   
 
9 852
 
    
 
 
     
 
 
  
v3.23.2
Financial Instruments Fair Value Disclosures (Tables)
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Summary of Carrying and Fair Values of Financial Instruments that are not Reported at Fair Value
The Group considers that the carrying amount of following financial instruments are a reasonable approximation of their fair value:
 

 
  
As at June 30,
 
  
As at December 31,
 
(€‘000)
  
2023
 
  
2022
 
Financial Assets (‘Amortized cost’ category) within:
                  
Other
non-current
assets
      209        264  
Trade receivables and other current assets
      879        1 118  
Cash and cash equivalents
      4 976        12 445  
    
 
 
     
 
 
  
Total
   
 
6 064
 
   
 
13 827
 
    
 
 
     
 
 
  
 
 
  
As at June 30,
 
  
As at December 31,
 
(€‘000)
  
2023
 
  
2022
 
Financial Liabilities (‘Amortized cost’ category) within:
 
Lease liabilities
      536        255  
RCAs liability
      5 249        5 021  
Trade payables
      3 411        4 752  
    
 
 
     
 
 
  
Total
   
 
9 196
 
   
 
10 028
 
    
 
 
     
 
 
  
Schedule of Financial Assets and Liabilities Measured at Fair Value
Contingent consideration and other financial liabilities are reported at fair value in the statement of financial position using Level 3 fair value measurements for which the Group developed unobservable inputs:
 
(€‘000)
   
Level I
     
Level II
     
Level III
     
Total
  
Liabilities
   
 
—  
 
   
 
—  
 
   
 
—  
 
   
 
—  
 
Contingent consideration and other financial liabilities
      —          —          —          —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Total Liabilities at December 31, 2022
   
 
—  
 
   
 
—  
 
   
 
—  
 
   
 
—  
 
    
 
 
     
 
 
     
 
 
     
 
 
  
 
(€‘000)
   
Level I
     
Level II
     
Level III
     
Total
  
Liabilities
   
 
—  
 
   
 
—  
 
   
 
—  
 
   
 
—  
 
Contingent consideration and other financial liabilities
      —          —          —          —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Total Liabilities at June 30, 2023
   
 
—  
 
   
 
—  
 
   
 
—  
 
   
 
—  
 
    
 
 
     
 
 
     
 
 
     
 
 
  
Contingent Consideration and Other Financial Liabilities
The change in the balance is detailed as follows:
 
    
As at June 30,
     
As at December 31,
  
(€‘000)
   
2023
     
2022
  
Opening balance Contingent consideration at January 1,
   
 
—  
 
   
 
14 679
 
Milestone payment
      —          —    
Fair value adjustment
      —          (14 679 ) 
Closing balance Contingent consideration at June 30,
   
 
—  
 
   
 
—  
 
    
 
 
     
 
 
  
Total - Contingent consideration and Other financial liabilities
   
 
—  
 
   
 
—  
 
    
 
 
     
 
 
  
v3.23.2
Leases (Tables)
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Summary of Property Plant And Equipment Owned And Leased Assets
 
 
  
As at June 30,
 
  
As at December 31,
 
(€’000)
  
2023
 
  
2022
 
Property, Plant and Equipment owned (excluding
right-of-use
assets)
      375        86  
Right-of-use
assets
      473        223  
    
 
 
     
 
 
  
Total Property, Plant and Equipment
   
 
848
 
   
 
309
 
    
 
 
     
 
 
  
Summary of Lease Liabilities
 

(€’000)
  
Property
 
 
Vehicles
 
 
Equipment
 
 
Total
 
Cost
                                 
At January 1, 2022
   
 
3 025
 
  
 
454
 
  
 
541
 
  
 
4 020
 
Additions
      146       7       —         153  
Disposals
      (3 171 )      (131 )      —         (3 302 ) 
    
 
 
    
 
 
    
 
 
    
 
 
  
At December 31, 2022
   
 
—  
 
  
 
331
 
  
 
541
 
  
 
872
 
Additions
      373       5       —         378  
Disposals
      —         (138 )      (347 )      (485 ) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At June 30, 2023
   
 
373
 
  
 
198
 
  
 
194
 
  
 
765
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Accumulated depreciation
                                 
At January 1, 2022
   
 
(1 281
) 
  
 
(241
) 
  
 
(283
) 
  
 
(1 805
) 
Depreciation charge
      (439 )      (105 )      (118 )      (663 ) 
Disposals
      1 721       98       —         1 819  
At December 31, 2022
   
 
—  
 
  
 
(248
) 
  
 
(401
) 
  
 
(649
) 
Depreciation charge
      (31 )      (35 )      (59 )      (125 ) 
Disposals
      —         135       347       482  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At June 30, 2023
   
 
(31
) 
  
 
(148
) 
  
 
(113
) 
  
 
(292
) 
    
 
 
    
 
 
    
 
 
    
 
 
  
Net book value
                                 
Cost
      —         331       541       872  
Accumulated depreciation
      —         (248 )      (401 )      (649 ) 
At December 31, 2022
   
 
—  
 
  
 
83
 
  
 
140
 
  
 
223
 
Cost
      373       198       194       765  
Accumulated depreciation
      (31 )      (148 )      (113 )      (292 ) 
    
 
 
    
 
 
    
 
 
    
 
 
  
At June 30, 2023
   
 
342
 
  
 
50
 
  
 
81
 
  
 
473
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Summary of Lease Expense
The consolidated statements of comprehensive loss show the following amounts related to the leases:
 
 
  
For the Six-month period ended June 30,
 
(€’000)
  
2023
 
  
2022
 
Depreciation charge of
right-of-use
assets
                  
Property
      31        229  
Vehicles
      35        56  
Equipment
      59        59  
Interest on lease liabilities (including in Financial expenses)
1
      12        88  
Interest on sublease receivable (including in Financial income)
1
      —          (9 ) 
Variable lease payments not included in the measurement of lease liabilities
      —          —    
Expenses relating to short-term leases and leases of
low-value
assets
      23        59  
    
 
 
     
 
 
  
Total expenses related to leases
   
 
160
 
   
 
482
 
    
 
 
     
 
 
  
 
1
 
Interests on leases are presented as operating cash flow.
Summary of Cash Outflow For Leases
Total cash outflows for leases
 
    
For the Six-month period ended June 30,
  
(€’000)
   
2023
     
2022
  
Total cash outflow for leases
      127        641  
    
 
 
     
 
 
  
v3.23.2
Related party transactions (Tables)
 6 Months Ended
Jun. 30, 2023
Text Block [Abstract]  
Summary of Compensation to the Members of the Board of Directors and the Executive Management Team
 
  
For the Six-month period ended June 30,
 
(€’000)
  
2023
 
  
2022
 
Non-executive
director’s fees
      130        210  
Share-based compensation
(1)
      39        113  
    
 
 
     
 
 
  
Total compensation to the Board of Directors
   
 
169
 
   
 
323
 
    
 
 
     
 
 
  
Executive management fees
      634        662  
Short-term employee benefits
      696        1 767  
Share-based compensation
(1)
      299        662  
    
 
 
     
 
 
  
Total compensation to the Executive Committee
   
 
1 629
 
   
 
3 091
 
    
 
 
     
 
 
  
 
(1)
There have been no new issuance of warrants during the first semester of 2023 but the Group recognized vesting costs in continuity with previous warrants plans and taking into account the warrants granted during the
six-month
period ended June 30, 2023.
v3.23.2
General Information - Additional Information (Detail)
€ in Millions
 6 Months Ended
Jan. 01, 2023
EUR (€)
Jun. 30, 2023
EUR (€)
Subsidiaries
Jun. 30, 2022
EUR (€)
Disclosure of detailed information about business combination [line items]      
Number of subsidiaries owned by the entity | Subsidiaries   3  
Short Term Lease Liability Undiscounted Lease Payments   € 0.3  
Cellistic [member] | Lease hold improvements and furniture [member]      
Disclosure of detailed information about business combination [line items]      
Proceeds from sales of property, plant and equipment € 1.3 € 1.3 € 1.3
v3.23.2
Basis of Preparation and Significant Accounting Policies - Additional Information (Detail) - EUR (€)
€ in Millions
Aug. 24, 2023
Jun. 30, 2023
Disclosure of significant accounting policies [line items]    
Common stock shares subscription   € 9.8
Events After Reporting Period [Member]    
Disclosure of significant accounting policies [line items]    
Common stock shares subscription € 9.8  
Proceeds from issuing shares € 2.0  
v3.23.2
Segment Reporting - Additional Information (Detail)
 12 Months Ended
Dec. 31, 2015
Segment
Disclosure of operating segments [line items]  
Number of operating segments 2
v3.23.2
Segment Reporting - Schedule of Segment Profit by Operating Segment (Detail) - EUR (€)
€ in Thousands
 6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
Disclosure of operating segments [line items]      
Revenue recognized at a point in time € 44    
Total Revenue 44   € 0
Cost of sales (44)   0
Research & Development expenses (2,139)   (10,527)
General & Administrative expenses (3,665)   (6,245)
Change in fair value of contingent consideration   1,128
Net Other income/(loss) 2,059   1,567
Operating Profit/(Loss) [1] (3,745)   (14,077)
Net financial income/(loss) 5   21
Loss before taxes (3,740)   (14,056)
Profit (Loss) for the year (3,740) € (26,879) (14,056)
Cardiology [member]      
Disclosure of operating segments [line items]      
Revenue recognized at a point in time 44    
Total Revenue 44    
Cost of sales (44)    
Research & Development expenses (355)   (268)
Net Other income/(loss) (16)   (74)
Operating Profit/(Loss) (371)   (342)
Net financial income/(loss) 0   (19)
Loss before taxes (371)   (361)
Profit (Loss) for the year (371)   (361)
Immuno-oncology [member]      
Disclosure of operating segments [line items]      
Research & Development expenses (1,784)   (10,259)
Change in fair value of contingent consideration   1,128
Net Other income/(loss) 1,249   1,641
Operating Profit/(Loss) (535)   (7,490)
Net financial income/(loss) (8)   (68)
Loss before taxes (543)   (7,558)
Profit (Loss) for the year (543)   (7,558)
Corporate [member]      
Disclosure of operating segments [line items]      
General & Administrative expenses (3,665)   (6,245)
Net Other income/(loss) 826   0
Operating Profit/(Loss) (2,840)   (6,245)
Net financial income/(loss) 13   108
Loss before taxes (2,827)   (6,137)
Profit (Loss) for the year € (2,827)   € (6,137)
[1] The operating loss arises from the Company’s loss for the period before deduction of financial income, Financial expenses and Income taxes. The purpose of this measure by Management is to identify the Company’s results in connection with its operating activities.
v3.23.2
Off-Balance Sheet Commitments - Additional Information (Detail)
€ in Thousands
Jun. 30, 2023
EUR (€)
Off Balance Sheet Commitments [Abstract]  
Off-balance sheet commitments € 0
v3.23.2
Results of Operations - Additional Information (Detail) - EUR (€)
€ in Thousands
 6 Months Ended
Jan. 01, 2023
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
Disclosure of reporting entity [line items]        
Total R&D expenses   € 2,139   € 10,527
Research and development expense increase percentage       79.70%
Operating loss [1]   (3,745)   € (14,077)
Loss for the period   (3,740) € (26,879) (14,056)
Change in value of interest income bank account   100    
Other income   2,123   € 1,781
Changes in general and administrative expenses   3,700    
Percentage of increase in general and administrative expenses       41.30%
Current Provision for onerous contracts   314 2,113  
Change in fair value of contingent consideration and other financial liabilities   0    
Property, Plant and Equipment   848 309  
Decrease of financial expenses monetary duration credit   100    
Reversal of change in fair value of contingent consideration and other financial liabilities     14,700  
Provision for onerous contracts   1,800 2,200  
Cellistic [Member]        
Disclosure of reporting entity [line items]        
Other income   200    
Cellistic [Member] | Gross carrying amount [member]        
Disclosure of reporting entity [line items]        
Property, Plant and Equipment     € 200  
Cellistic [Member] | Lease Hold Improvements And Furniture [Member]        
Disclosure of reporting entity [line items]        
Proceeds from sales of property, plant and equipment € 1,300 1,300   € 1,300
Contingent consideration and other financial liabilities [member]        
Disclosure of reporting entity [line items]        
Change in fair value of the contingent consideration and other financial liabilities       € 1,100
RCA's [member]        
Disclosure of reporting entity [line items]        
Grant income recoverable cash advances received   500    
Additional Grant Income Recognised during Period as a Component of Financial Asset   700    
Additional Grant Income Recognised during Period as a Component of Financial Liability   € 200    
[1] The operating loss arises from the Company’s loss for the period before deduction of financial income, Financial expenses and Income taxes. The purpose of this measure by Management is to identify the Company’s results in connection with its operating activities.
v3.23.2
Results of Operations - Summary of Revenues (Detail) - EUR (€)
€ in Thousands
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Disclosure of disaggregation of revenue from contracts with customers [abstract]    
Out-licensing revenue € 0
Other revenue 44 0
Total Revenue € 44 € 0
v3.23.2
Results of Operations - Summary of Research and Development Expenses (Detail) - EUR (€)
€ in Thousands
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Research And Development Expenses [Abstract]    
Employee expenses € 1,711 € 5,432
Preclinical study costs 411 1,034
Depreciation 367 721
IP filing and maintenance fees 135 458
Rent and utilities 133 323
Share-based payments 66 212
Travel & Living 34 76
Consulting fees 5 126
Clinical study costs (685) 1,465
Process development and scale-up 0 459
Others (38) 221
Total R&D expenses € 2,139 € 10,527
v3.23.2
Results of Operations - Summary of General and Administrative Expenses (Detail) - EUR (€)
€ in Thousands
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Other General And Administrative Expenses [abstract]    
Employee expenses € 1,050 € 2,589
Consulting fees 1,072 1,138
Insurances 657 1,215
Share-based payments 378 864
Communication & Marketing 132 190
Travel & living 53 57
Rent 44 32
Depreciation 30 102
Others 249 58
Total General and administrative expenses € 3,665 € 6,245
v3.23.2
Results of Operations - Schedule of Change in Fair Value of Contingent Consideration (Detail) - EUR (€)
€ in Thousands
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Disclosure of fair value measurement of liabilities [line items]    
Change in fair value of contingent consideration € 1,128
Contingent consideration [Member]    
Disclosure of fair value measurement of liabilities [line items]    
Change in fair value of contingent consideration € 1,128
v3.23.2
Results of Operations - Summary of Other Income (Detail) - EUR (€)
€ in Thousands
 6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
Disclosure of Detailed Information About Other Operating Income Explanatory [Line Items]      
Gain on sales of Property, plant & equipment € 1,070   € 0
Total Other Income 2,123   1,781
Other Income [member]      
Disclosure of Detailed Information About Other Operating Income Explanatory [Line Items]      
Grant income (RCA's) 464 € 645  
Grant income (Other) 334   804
R&D tax credit 106   329
Other 149   3
Total Other Income € 2,123   € 1,781
v3.23.2
Results of Operations - Summary of Other Expenses (Detail) - EUR (€)
€ in Thousands
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Disclosure of Detailed Information About Other Operating Expense Explanatory [Line Items]    
Loss on disposal of Property, plant and equipment € 7 € 0
Total Other Expenses 64 214
Other Expenses [Member]    
Disclosure of Detailed Information About Other Operating Expense Explanatory [Line Items]    
Remeasurement of RCAs 20 66
Other 37 148
Total Other Expenses € 64 € 214
v3.23.2
Results of Operations - Calculation of Earnings (Loss) Per Share (Detail) - EUR (€)
€ / shares in Units, € in Thousands
 6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
Earnings per share [abstract]      
Loss of the year attributable to Equity Holders € (3,740) € (26,879) € (14,056)
Weighted average number of shares outstanding 22,593,956   22,593,956
Earnings per share (non-fully diluted) in € € (0.17)   € (0.62)
Outstanding warrants 2,852,913   2,269,448
v3.23.2
Liquidity and capital resources - Additional Information (Detail) - EUR (€)
€ in Thousands
 6 Months Ended
Jan. 01, 2023
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
Disclosure Of Regulatory Capital Resources [Line Items]        
Private investment fund   € 102,000    
Public investment fund   236,000    
Investment fund   338,000    
Financial liabilities    
Pending contract   7,800    
Cash outflow from operations   (8,331)   € (16,308)
Cash flow from investing activities   965   1,140
Cash flow from financing activities   (102)   (445)
Increase in cash outflow from investing activities   8,300    
Cellistic [Member] | Lease Hold Improvements And Furniture [Member]        
Disclosure Of Regulatory Capital Resources [Line Items]        
Proceeds from sales of property, plant and equipment € 1,300 1,300   1,300
RCA's [member]        
Disclosure Of Regulatory Capital Resources [Line Items]        
Financial liabilities   5,200    
Walloon Region [Member]        
Disclosure Of Regulatory Capital Resources [Line Items]        
Cash inflow   300   € 8,000
Amount received   5,300    
Walloon Region [Member] | RCA's [member] | Regional Government [Member]        
Disclosure Of Regulatory Capital Resources [Line Items]        
Non-dilutive funds from recoverable cash advances   37,100    
Walloon Region [Member] | Other Grants [Member] | Federal Belgian Institute For Health Insurance Inami [Member]        
Disclosure Of Regulatory Capital Resources [Line Items]        
Non-dilutive funds from recoverable cash advances   € 6,400    
AML and MDS franchise [Member]        
Disclosure Of Regulatory Capital Resources [Line Items]        
Cash outflow from operations     € (16,300)  
v3.23.2
Liquidity and capital resources - Summary of Consolidated Cash Flows Information (Detail) - EUR (€)
€ in Thousands
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash Flows From Capital Increase [Abstract]    
Net cash used in operations € (8,331) € (16,308)
Net cash (used in)/from investing activities 965 1,140
Net cash (used in)/from financing activities (102) (445)
Effects of exchange rate changes (1) (20)
Change in Cash and cash equivalents (7,469) (15,633)
Net cash burned over the period [1] € (7,469) € (15,633)
[1] ‘Net cash burn’ is an alternative performance measure determined by the year-on-year net variance in the Group’s treasury position as above defined. The purpose of this measure for the Management is to determine the change of the treasury position. ‘Treasury position’ is an alternative performance measure determined by adding Short-term investments and Cash and cash equivalents from the statement of financial position prepared in accordance with IFRS. The purpose of this measure by Management is to identify the level of cash available internally (excluding external sources of financing) within 12 months.
v3.23.2
Goodwill and Intangible assets - Summary of Goodwill and Intangible Assets (Detail) - EUR (€)
€ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Disclosure of detailed information about intangible assets [line items]    
Goodwill and Intangible assets € 645 € 864
In-process research and development [member]    
Disclosure of detailed information about intangible assets [line items]    
Goodwill and Intangible assets 0 0
Patents, licences, trademarks [member]    
Disclosure of detailed information about intangible assets [line items]    
Goodwill and Intangible assets 237 456
Software [member]    
Disclosure of detailed information about intangible assets [line items]    
Goodwill and Intangible assets 33 0
C-Cathez Development Costs [member]    
Disclosure of detailed information about intangible assets [line items]    
Goodwill and Intangible assets 375 408
Goodwill [member]    
Disclosure of detailed information about intangible assets [line items]    
Goodwill and Intangible assets € 0 € 0
v3.23.2
Goodwill and Intangible assets - Additional Information (Detail)
€ in Millions, $ in Millions
 1 Months Ended 6 Months Ended 12 Months Ended
Jan. 31, 2022
Jun. 30, 2023
Dec. 31, 2022
EUR (€)
Jan. 01, 2022
EUR (€)
Jan. 01, 2022
USD ($)
Disclosure of detailed information about intangible assets [line items]          
Intangible asset amortization period   3 years      
Intellectual property protection period     20 years    
Horizon discovery agreement [member]          
Disclosure of detailed information about intangible assets [line items]          
CAR-T Therapies acquired     € 0.9    
Milestone Payments     € 0.3    
C-Cathez [Member]          
Disclosure of detailed information about intangible assets [line items]          
Intangible asset amortization period 2 years        
Intangible assets       € 0.9 $ 1.0
Software [member] | Top of range [member]          
Disclosure of detailed information about intangible assets [line items]          
Intangible asset amortization period   5 years      
v3.23.2
Non-current trade receivables and other non-current assets - Additional Information (Detail) - EUR (€)
€ in Thousands
 6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Dec. 31, 2017
Disclosure Of Other Non Current Assets [line items]      
R&D Tax credit receivable € 2,782 € 3,454 € 1,200
R&D Tax credit receivable increase (decrease) 100    
2017 Tax Credit [Member]      
Disclosure Of Other Non Current Assets [line items]      
R&D Tax credit receivable   € 800  
2018 Tax Credit [Member]      
Disclosure Of Other Non Current Assets [line items]      
R&D Tax credit receivable € 8,000    
v3.23.2
Non-current trade receivables and other non-current assets - Summary of Non-current Financial Assets (Detail) - EUR (€)
€ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Dec. 31, 2017
Disclosure of Other Noncurrent Assets [abstract]      
R&D Tax credit receivable € 2,782 € 3,454 € 1,200
Total Non-current Grant receivables 2,782 3,454  
Deposits 209 264  
Total Other non-current assets € 209 € 264  
v3.23.2
Trade and Other receivables - Summary of Trade Receivables and Other Current Assets (Detail) - EUR (€)
€ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Disclosure of trade and other receivables [abstract]    
Trade receivables € 642 € 909
Advance deposits 237 209
Total Trade and Other receivables 879 1,118
Current Grant receivables (RCAs) 181 0
Current Grant receivables (Others) 1,036 0
Total Current Grant receivables 1,217 0
Prepaid expenses 390 667
VAT receivable 153 316
Income and other tax receivables 79 34
Total Other current assets 622 1,017
Total Trade receivables, current grant receivables and other current assets € 2,718 € 2,135
v3.23.2
Trade and Other receivables - Additional Information (Detail)
€ in Millions
 6 Months Ended
Jun. 30, 2023
EUR (€)
Disclosure of trade and other receivables [line items]  
Increase in trade receivables € 0.1
Increase on other current assets 0.4
Decrease in prepaid expenses 0.3
Reimbursement of research and development tax credit 0.8
Walloon Region [Member]  
Disclosure of trade and other receivables [line items]  
Increase on current grant receivables 1.2
Increase in grant receivables 0.4
C-Cathez [Member]  
Disclosure of trade and other receivables [line items]  
Increase in trade receivables € 0.2
v3.23.2
Short-term investments and Cash and Cash equivalents - Summary of Short Term Investments and Cash and Cash Equivalents (Detail) - EUR (€)
€ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Short term investments1 [abstract]    
Short-term investments € 0 € 0
Cash at bank and on hand 4,976 12,445
Total Short-term investments and Cash and cash equivalents € 4,976 € 12,445
v3.23.2
Short-term investments and Cash and Cash equivalents - Additional Information (Detail) - EUR (€)
€ in Thousands
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Short term investments1 [abstract]    
Treasury position € 5,000  
Cash burned [1] € (7,469) € (15,633)
[1] ‘Net cash burn’ is an alternative performance measure determined by the year-on-year net variance in the Group’s treasury position as above defined. The purpose of this measure for the Management is to determine the change of the treasury position. ‘Treasury position’ is an alternative performance measure determined by adding Short-term investments and Cash and cash equivalents from the statement of financial position prepared in accordance with IFRS. The purpose of this measure by Management is to identify the level of cash available internally (excluding external sources of financing) within 12 months.
v3.23.2
Capital and share premium - Summary of capital and share premium (Detail) - EUR (€)
€ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Disclosure of classes of share capital [abstract]    
Capital € 78,585 € 78,585
Share premium 6,317 6,317
Other reserves 35,242 34,800
Capital reduction reserve 234,562 234,562
Accumulated deficit € (353,687) € (349,947)
Total number of issued and outstanding shares 22,593,956 22,593,956
v3.23.2
Capital and share premium - Additional Information (Detail) - EUR (€)
€ / shares in Units, € in Thousands
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Disclosure of classes of share capital [line items]    
Share Capital € 78,585 € 78,585
Number of ordinary shares 22,593,956  
Par Value Per share € 3.48  
Share premium [member]    
Disclosure of classes of share capital [line items]    
Decrease In Share Premium Due to Absorption of Accounting Losses   € 234,600
Decrease In Accumulated Deficit Due To Reclassification Of Accounting Losses Against Share Premium € 234,600  
Capital redemption reserve [member]    
Disclosure of classes of share capital [line items]    
Percentage of annual net profits allocated to a legal reserve based on certain conditions 5.00%  
Threshold percentage of legal reserve to share capital 10.00%  
v3.23.2
Recoverable Cash Advances - Summary of Current and Non-current Portion Cash Advances (Detail) - EUR (€)
€ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Disclosure of financial liabilities [abstract]    
Non-Current portion € 4,486 € 4,584
Current portion 763 437
Total Recoverable Cash Advances € 5,249 € 5,021
v3.23.2
Other Non-Current Liabilities - Summary of Other Non-Current Liabilities (Detail) - EUR (€)
€ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Disclosure Of Other Non current Liabilities [Abstract]    
Onerous contracts - non-current liabilities € 85 € 124
Other non-current liabilities 132 134
Total Other non-current liabilities € 217 € 258
v3.23.2
Other Non-Current Liabilities - Additional Information (Detail) - EUR (€)
€ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Text Block [Abstract]    
Provision for onerous contracts € 1,800 € 2,200
Non Provision for onerous contracts 100  
Current Provision for onerous contracts 314 € 2,113
Sublicense fee payable, Noncurrent € 100  
v3.23.2
Trade Payables and Other Current Liabilities - Trade Payables and Other Current Liabilities (Detail) - EUR (€)
€ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Trade and other current payables [abstract]    
Total Trade payables € 3,411 € 4,752
Other current liabilities    
Social security 128 94
Payroll accruals 613 1,294
Onerous contracts - current liabilities 314 2,113
Other current grant liabilities 323 889
Others 355 710
Total Other current liabilities 1,733 5,100
Total Trade payables and other current liabilities € 5,144 € 9,852
v3.23.2
Trade Payables and Other Current Liabilities - Additional Information (Detail) - EUR (€)
€ in Thousands
 6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Disclosure of maturity analysis for non-derivative financial liabilities [line items]    
Decrease on social security, payroll accruals € 600  
Decrease in other current liabilites 400  
Current Provision for onerous contracts 314 € 2,113
Accrued trade payables € 1,700  
v3.23.2
Financial Instruments Fair Value Disclosures - Summary of Carrying and Fair Values of Financial Instruments that are not Reported at Fair Value (Detail) - EUR (€)
€ in Thousands
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
Dec. 31, 2021
Financial Assets        
Other non-current assets € 209 € 264    
Trade receivables and other current assets 879 1,118    
Cash and cash equivalents 4,976 12,445 € 14,385 € 30,018
Total 6,064 13,827    
Financial Liabilities        
Lease liabilities 536 255    
RCAs liability 5,249 5,021    
Trade payables 3,411 4,752    
Total Financial Liabilities € 9,196 € 10,028    
v3.23.2
Financial Instruments Fair Value Disclosures - Schedule of Financial Assets and Liabilities Measured at Fair Value (Detail) - EUR (€)
Jun. 30, 2023
Dec. 31, 2022
Disclosure of detailed information about financial instruments [line items]    
Financial liabilities, at fair value
Contingent consideration and other financial liabilities [member]    
Disclosure of detailed information about financial instruments [line items]    
Financial liabilities, at fair value
Level I [member]    
Disclosure of detailed information about financial instruments [line items]    
Financial liabilities, at fair value
Level I [member] | Contingent consideration and other financial liabilities [member]    
Disclosure of detailed information about financial instruments [line items]    
Financial liabilities, at fair value
Level II [member]    
Disclosure of detailed information about financial instruments [line items]    
Financial liabilities, at fair value
Level II [member] | Contingent consideration and other financial liabilities [member]    
Disclosure of detailed information about financial instruments [line items]    
Financial liabilities, at fair value
Level III [member]    
Disclosure of detailed information about financial instruments [line items]    
Financial liabilities, at fair value
Level III [member] | Contingent consideration and other financial liabilities [member]    
Disclosure of detailed information about financial instruments [line items]    
Financial liabilities, at fair value
v3.23.2
Financial Instruments Fair Value Disclosures - Summary of Contingent Consideration and Other Financial Liabilities (Detail) - EUR (€)
€ in Thousands
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]    
Total - Contingent consideration and Other financial liabilities € 0 € 0
Contingent consideration [Member]    
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]    
Opening balance Contingent consideration at January 1 0 14,679
Milestone payment 0 0
Fair value adjustment 0 (14,679)
Closing balance Contingent consideration at June 30 0 0
Total - Contingent consideration and Other financial liabilities € 0 € 0
v3.23.2
Financial Instruments Fair Value Disclosures - Additional Information (Detail) - EUR (€)
€ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
Dec. 31, 2021
Disclosure of detailed information about financial instruments [abstract]        
Current financial liabilities € 4,400      
Other current financial liabilities 1,700      
Current liabilities 6,092 € 10,426    
Cash and cash equivalents 4,976 12,445 € 14,385 € 30,018
Current assets 7,694 € 14,825    
Common stock shares subscription € 9,800      
v3.23.2
Leases - Summary of Property Plant And Equipment Owned and Leased Assets (Detail) - EUR (€)
€ in Thousands
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Disclosure Of Leases [Abstract]    
Property, Plant and Equipment owned (excluding right-of-use assets) € 375 € 86
Right-of-use assets 473 223
Total Property, Plant and Equipment € 848 € 309
v3.23.2
Leases - Summary of Rights to Use Assets (Detail) - EUR (€)
€ in Thousands
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Disclosure of quantitative information about right-of-use assets [line items]      
Opening balance € 223    
Closing balance 473   € 223
Cost [member]      
Disclosure of quantitative information about right-of-use assets [line items]      
Opening balance 872 € 4,020 4,020
Additions 378   153
Disposals (485)   (3,302)
Closing balance 765   872
Accumulated depreciation [member]      
Disclosure of quantitative information about right-of-use assets [line items]      
Opening balance (649) (1,805) (1,805)
Disposals 482   1,819
Depreciation charge (125)   (663)
Closing balance (292)   (649)
Property [member]      
Disclosure of quantitative information about right-of-use assets [line items]      
Depreciation charge (31) (229)  
Closing balance 342    
Property [member] | Cost [member]      
Disclosure of quantitative information about right-of-use assets [line items]      
Opening balance   3,025 3,025
Additions 373   146
Disposals     (3,171)
Closing balance 373    
Property [member] | Accumulated depreciation [member]      
Disclosure of quantitative information about right-of-use assets [line items]      
Opening balance   (1,281) (1,281)
Disposals     1,721
Depreciation charge (31)   (439)
Closing balance (31)    
Vehicles [member]      
Disclosure of quantitative information about right-of-use assets [line items]      
Opening balance 83    
Depreciation charge (35) (56)  
Closing balance 50   83
Vehicles [member] | Cost [member]      
Disclosure of quantitative information about right-of-use assets [line items]      
Opening balance 331 454 454
Additions 5   7
Disposals (138)   (131)
Closing balance 198   331
Vehicles [member] | Accumulated depreciation [member]      
Disclosure of quantitative information about right-of-use assets [line items]      
Opening balance (248) (241) (241)
Disposals 135   98
Depreciation charge (35)   (105)
Closing balance (148)   (248)
Plant and Equipments [member]      
Disclosure of quantitative information about right-of-use assets [line items]      
Opening balance 140    
Depreciation charge (59) (59)  
Closing balance 81   140
Plant and Equipments [member] | Cost [member]      
Disclosure of quantitative information about right-of-use assets [line items]      
Opening balance 541 541 541
Disposals (347)    
Closing balance 194   541
Plant and Equipments [member] | Accumulated depreciation [member]      
Disclosure of quantitative information about right-of-use assets [line items]      
Opening balance (401) € (283) (283)
Disposals 347    
Depreciation charge (59)   (118)
Closing balance € (113)   € (401)
v3.23.2
Leases - Summary of lease expense (Detail) - EUR (€)
€ in Thousands
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Depreciation charge of right-of-use assets    
Interest on lease liabilities (including in Financial expenses) [1] € 12 € 88
Interest on sublease receivable (including in Financial income) [1] 0 (9)
Variable lease payments not included in the measurement of lease liabilities 0  
Expenses relating to short-term leases and leases of low-value assets 23 59
Total expenses related to leases 160 482
Property [member]    
Depreciation charge of right-of-use assets    
Depreciation, right-of-use assets 31 229
Vehicles [member]    
Depreciation charge of right-of-use assets    
Depreciation, right-of-use assets 35 56
Plant and Equipments [member]    
Depreciation charge of right-of-use assets    
Depreciation, right-of-use assets € 59 € 59
[1] Interests on leases are presented as operating cash flow.
v3.23.2
Leases - Summary of Cash Outflow For Leases (Detail) - EUR (€)
€ in Thousands
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Disclosure of quantitative information about right-of-use assets [line items]    
Total cash outflow for leases € 127 € 641
v3.23.2
Related party transactions - Summary of Compensation to the Members of the Board of Directors and the Executive Management Team (Detail) - EUR (€)
€ in Thousands
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Board of director [member]    
Disclosure of compensation of key management personnel [line items]    
Non-executive director's fees € 130 € 210
Share-based compensation [1] 39 113
Total compensation 169 323
Executive management [member]    
Disclosure of compensation of key management personnel [line items]    
Executive Management fees 634 662
Short-term employee benefits 696 1,767
Share-based compensation [1] 299 662
Total compensation € 1,629 € 3,091
[1] There have been no new issuance of warrants during the first semester of 2023 but the Group recognized vesting costs in continuity with previous warrants plans and taking into account the warrants granted during the six-month period ended June 30, 2023.
v3.23.2
Subsequent events - Additional Information (Detail) - EUR (€)
€ in Millions
Aug. 24, 2023
Jun. 30, 2023
Disclosure of non-adjusting events after reporting period [line items]    
Common stock shares subscription   € 9.8
Events after reporting period [Member]    
Disclosure of non-adjusting events after reporting period [line items]    
Common stock shares subscription € 9.8  
Proceeds from issuing shares € 2.0  
Celyad Oncology (NASDAQ:CYAD)
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