RNS: RELEASE | 30 SEPTEMBER 2022
ImmuPharma PLC
("ImmuPharma" or the "Company")
INTERIM RESULTS
for the six months ended 30 June 2022
ImmuPharma PLC (LSE:IMM), ("ImmuPharma" or the "Company"), the specialist drug discovery and development company, is pleased to announce its interim results for the six months ended 30 June 2022 (the "Period").
Key Highlights (including post Period review)
Financials
· Financial performance in line with expectations over the Period
o Loss for the Period of £1.7m (30 June 2021: £3.7m)
o Research and development expenses of £1.0m (30 June 2021: £1.1m)
o Administrative expenses of £0.6m (30 June 2021: £0.9m)
o Share based expense of £0.1m (30 June 2021: £0.3m)
o Cash balance of £0.2m as at 30 June 2022 (31 December 2021: £1.6m)
o Derivative financial asset of £0.6m as at 30 June 2022 (31 December 2021: £0.9m)
o Incanthera financial asset of £0.6m (£1.2m at 31 December 2021) and warrants financial asset of £Nil (£0.2m at 31 December 2021)
o Basic and diluted loss per share of 0.58p (30 June 2021: 1.46p)
o Reorganisation of share capital structure in June 2022
o Successful fundraising in August 2022 raising £2.04m (gross), including Lanstead subscription, placement and broker option
o Total proceeds of £0.3m from exercise of share options by L1 Capital in August 2022 and in September 2022
'Autoimmunity': Lupuzor™ ("P140")
· P140 Pharmokinetic ("PK") study successfully completed with key endpoints met. P140 was safe and well tolerated across all doses and in all subjects
· FDA Type C written response received on 14 September 2022: The FDA response was detailed and included significant guidance on next steps for the clinical programme. This included advice on the dosing regime and on study protocol that can be amended to improve the regulatory outcome
· The Company is currently reviewing the written response with Avion and will make a further notification in due course
· An adaptive Phase 2/3 clinical study protocol of P140 in CIDP is being finalised for IND submission. Commercial partnering discussions ongoing
'Anti-Infection'
· BioAMB - further pre-clinical studies are in preparation
· BioCin - further pre-clinical studies are in preparation
New website launched: www.immupharma.co.uk
Commenting on the statement and outlook, Tim McCarthy, CEO and Chairman, said:
"The last six months have been pivotal for the Company, positively concluding the PK study of Lupuzor™ ("P140"). Post the recent written response from the FDA, in respect to the Lupuzor™ Phase 3 protocol, we continue to have positive discussions with our partner, Avion, on the way forward.
The new fundraising, supported by existing and new shareholders, allows us to further invest in the other parts of our product portfolio, whilst being focused on preserving cash where required.
Moving forward, we remain focused on creating a robust and successful Company that, with a diversity of assets, will build future value for our shareholders.
The Board would like to take this opportunity to thank its shareholders for their continued patience and support, as well as its staff, corporate and scientific advisers and our partners including, CNRS and Avion".
Market Abuse Regulation (MAR) Disclosure
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
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For further information please contact:
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A copy of the interim report is available on the Company's website www.immupharma.co.uk
ImmuPharma plc
Chairman's Statement
INTERIM HIGHLIGHTS
The first half of 2022 up to the current date has seen a number of key developments for ImmuPharma, including completion of pharmacokinetic ("PK") study of Lupuzor™. In addition, in June 2022, our share capital structure has been reorganised and in August 2022, we concluded a successful fundraising.
Lupuzor™
The Board is confident that there are a number of routes to market for Lupuzor™, including corporate collaborations. Such a collaboration was successfully completed at the end of November 2019, resulting in a signed exclusive Trademark, License and Development Agreement with Avion Pharmaceuticals ("Avion") in the US. Positive discussions with a number of potential commercial partners for Lupuzor™ in key territories outside of the US are continuing.
Lupuzor™ and Avion Pharmaceuticals | Background
On 28 November 2019, ImmuPharma and Avion signed an exclusive Trademark, License and Development Agreement for Lupuzor™, with Avion agreeing to fund a new international Phase 3 trial and commercialising Lupuzor™ in the US.
There have been many meetings following this agreement with both Avion and the FDA, which have been highlighted in numerous announcements.
As part of these discussions, the FDA requested that Avion and ImmuPharma develop and validate a bioanalytical assay in order to confirm the unique pharmacokinetic ("PK") profile of Lupuzor™/ P140, principally to demonstrate that P140 shows a positive result within plasma at the subcutaneous level.
The P140 PK study was successfully completed, as announced on 13 April 2022, with all key endpoints requested by the FDA being met. The key highlights from the study were summarised as below.
Subcutaneous injection of P140 (in both 200 microgram ("mcg") and 800 mcg doses (note: 1mcg = 1 millionth of a gram) showed a clear time and dose-related PK profile, which is detectable in the blood of human volunteers and applicable for all potential clinical dosing regiments of P140.
The final group of subjects completed dosing on 30 March 2022. This was a group of subjects that received an intravenous injection of a 800 mcg dose of P140, which showed successful measurement of the absolute bioavailability of the drug (as a control). In line with all human dosing to date, P140 was safe and well tolerated across all doses and in all subjects.
Avion, our US partner, has been integral to the development, initiation and successful conclusion of this PK study.
On 27 June 2022 Avion submitted, via a Type C Meeting, the positive results from the Lupuzor™/P140 PK study to the FDA.
The FDA response, reported on 14 September 2022 was detailed and included significant guidance on next steps for the clinical programme. This included advice on the dosing regime and on study protocol that can be amended to improve the regulatory outcome.
The Company is currently reviewing the written response with Avion and will make a further notification in due course.
Pipeline Overview
ImmuPharma's pipeline is focused on two core therapeutic areas:
· Autoimmunity & Inflammation
· Anti-Infectives
Autoimmunity & Inflammation
The increasing knowledge of P140's mode of action and its relevance to many autoimmune and inflammatory conditions provides a depth of disease states for ImmuPharma and its partners to explore in the near future. The therapeutic potential of P140 goes beyond just lupus, with Chronic Inflammatory Demyelinating Polyneuropathy ("CIDP") being the next step. This expanding insight is fundamentally driven by the excellent research partnership between the Company and Prof. Sylviane Muller, inventor of P140 and Emeritus Research Director CNRS, France. Key highlights within the progression of the P140 platform are summarized below:
o Lupuzor™ (P140) - successfully completed PK study
o P140 - CIDP a neurological disorder targeting the body's nerves. An adaptive Phase 2/3 clinical study protocol is being finalised for IND submission
o P140 - Other indications. Further clinical applications based on further preclinical investigation include asthma, Sjögrens syndrome, irritable bowel disease, periodontitis and gout
o P140 - Second generation. 'ImmuPharma Biotech' has commenced work to develop a pharmacologically improved version of P140, a second-generation product that aims to further strengthen the IP position and provide therapies with different improved administration modalities, yet still maintaining P140 as the active moiety
Anti-Infectives
The innovative peptide technology at ImmuPharma Biotech has been a huge success and very recently has given rise to a number of novel development programs, out of which we have identified two core programs, in pre-clinical development; BioAMB and BioCin, which we believe have the best commercial opportunity and speed to market.
o BioAMB, a novel peptide-based drug that offers a potential improvement on the limiting side effects and poor administration regime of current Amphotericin-B ("AMB") formulations. AMB is one of a last line of agents against serious and life-threatening fungal infections caused by the aspergillus family of fungi
o BioCin, a novel peptide-based drug based on an existing potent antibacterial used in high medical need cases and in many cases the last line of defense. BioCin has the potential to offer improved safety and/or administration benefits
Capital restructure
At the Annual General Meeting on 28 June 2022, the shareholders approved the subdivision of the Company's ordinary share capital, whereby each existing Ordinary Share with a nominal value of 10p was subdivided into 1 new Ordinary Share of 1p and 1 Deferred Share of 9p. The Deferred Shares have no significant rights attached to them and carry no right to vote or to participate in distribution of surplus assets and are not admitted to trading on the AIM market of the London Stock Exchange plc. The Deferred Shares effectively carry no value.
Capital subscription
In August 2022, ImmuPharma completed a successful fundraising totalling £2.04m (before expenses) through the issue of 40,818,182 new ordinary shares of 1p each in ImmuPharma, at a price of 5p per ordinary share ("Issue Price").
The highlights of the August 2022 fundraising are outlined below:
o Subscription for 20,000,000 new ordinary shares by Lanstead Capital Investors L.P. "Lanstead" to raise £1 million (at 5p per share)
o "Placing" of 1,818,182 new ordinary shares to raise £0.09 million at the price of 5p.
o "Broker Option" raised an additional £0.95 million, for 19 million shares at the price of 5p per share. Certain the Directors (Tim McCarthy, Dr Tim Franklin, Lisa Baderoon) subscribed to £0.1m in total in the Broker Option (£60,000, £20,000, £20,000 respectively).
o 200,000 new ordinary shares ("Fee Shares") at an issue price of 5p per share to SPARK Advisory Partners Limited, the Company's nominated adviser, in lieu of fees.
Lanstead subscription
The £1 million gross proceeds of the Lanstead subscription were followed by the Sharing Agreement with Lanstead for 100% of these shares with a reference price of 6.6667p per share ("Benchmark Price"). The Sharing Agreement is for a 24 month period and the Company will receive 24 equal monthly settlements, as measured against Benchmark Price. The actual consideration is variable depending upon ImmuPharma's share price, which needs to be on average (over the 24 months of the sharing agreement) at or above the Benchmark price for the Company to receive at least, or more than, the gross subscription of £1 million.
For example, if on a monthly settlement date the calculated "Measured Price" (average of twenty day ImmuPharma share VWAP) exceeds the Benchmark Price by 10 per cent, the settlement on that monthly settlement date will be 110 per cent of the amount due from Lanstead on that date. If on the monthly settlement date the calculated "Measured Price" is below the Benchmark Price by 10 per cent, the settlement on the monthly settlement date will be 90 per cent of the amount due on that date.
The Company also agreed to issue Lanstead 1,400,000 ordinary shares in connection with entering into the Sharing Agreement ("Value Payment Shares").
Impact on L1/Lind arrangement
The 25,640,254 options in the Company, held equally by L1 Capital Global Opportunities Master Fund "L1" and Lind Global Macro Fund, LP "Lind" issued on 11 June 2020, exercisable at any time up to 10 June 2023, at 11p have been amended, as a result of the August 2022 fundraising of issuing shares below 11p. The effect of the current fundraising is to amend the exercise price of this options from 11p to 5p and to increase the number of options held by L1 and Lind from 25,640,254 to 56,408,558.
Warrants
In August 2022, Lanstead was issued 30,000,000 warrants (for 10 years term), with an exercise price of 5.5p per share in return for foregoing the entitlement to increase the benchmark price by 50% (from 14.6667p to 22p) in relation to the 2021 sharing agreement (due to the amendment made to L1 and Lind option arrangements).
In August 2022, Stanford Capital Partners ("SCP"), the Company's broker, was issued 2,000,000 warrants with an exercise price of 5p per share for the period of 10 years, in lieu of fees.
In August 2022, SCP and SI Capital were issued 500,000 warrants each, for a period of 10 years, in lieu of fees, as part of the "Broker Option".
Exercise of options
On 24 August 2022, L1 has exercised options over 1,000,000 new ordinary shares of 1p each at an exercise price of 5p per share, for a consideration of £50,000.
On 30 August 2022, L1 has exercised options over 2,000,000 new ordinary shares of 1p each at an exercise price of 5p per share, for a consideration of £100,000.
On 7 September 2022, L1 has exercised options over 3,000,000 new ordinary shares of 1p each at an exercise price of 5p per share, for a consideration of £150,000.
Interest in Incanthera Plc
ImmuPharma has a 13.37% interest in Incanthera plc, which trades on Aquis Stock Exchange ("AQSE") under the ticker (TIDM:INC).
ImmuPharma also has 7,272,740 warrants options in Incanthera at an exercise price of 9.5p, being the price at which new shares have been issued in the Placing accompanying Incanthera's listing.
Please refer to Incanthera's website for further updates on the company (www.incanthera.com).
Financial Review
ImmuPharma's cash balance at 30 June 2022 was £0.2 million (£1.6 million at 31 December 2021, £4.2 million at 30 June 2021) with the decrease in the Period caused by the research and development expenditure related to PK study. Financial asset related to investment in Incanthera plc amounted to £0.6 million (£1.2 million at 31 December 2021, £1.2 million at 30 June 2021) and warrants (recognized under financial asset) decreased to £Nil (£0.2 million at 31 December 2021 and £0.2 million at 30 June 2021). The decrease was due to the fair value loss on the investment in shares in the Incanthera plc, following the decrease in its share price to 6p at 30 June 2022 compared to 12.2p at 31 December 2021.
As a result of the Lanstead Sharing Agreements, the Company had a derivative financial asset of £0.6 million at 30 June 2022 (£0.9 million at 31 December 2021, £0.2 million at 30 June 2021). The decrease was a result of the fair value calculation performed at 30 June 2022, reflecting the decrease in ImmuPharma's share price. Current tax asset amounted to £0.6 million at 30 June 2022 (£0.8 million at 31 December 2021, £0.2 million at 30 June 2021) and it's related to research and development tax credit due. The convertible loans liability has been repaid in full in 2021, therefore it has a £Nil balance (£Nil at 31 December 2021, £0.7 million at 30 June 2021). Trade and other payables liability decreased to £0.9 million at 30 June 2022 (£1.6 million at 31 December 2021, £1.1 million at 30 June 2021) and was largely due to payments made for PK study related expenditures. Basic and diluted loss per share were 0.58p and 0.58p respectively (30 June 2021: 1.46p and 1.46p). In line with the Company's current policy, no interim dividend is proposed.
Operating loss for the Period was £1.7 million (£3.1 million for the six months ended 30 June 2021). Research and development expenditure in the Period was £1 million (£1.1 million for the six months ended 30 June 2021). Administrative expenses decreased to £0.6 million during the Period (£0.9 million for the six months ended 30 June 2021), largely due to savings made on corporate reorganization. The share based expense amounted to £0.1 million (£0.3 million for the six months ended 30 June 2021). Finance costs for the Period were £0.2 million (£0.9 million for the six months ended 30 June 2021). These arose largely due to the calculation of fair value of the derivative financial asset - "Lanstead Sharing Agreements", which resulted in a finance loss of £0.2 million (£0.8 million of finance loss for the six months ended 30 June 2021). The finance loss was significant for the six months ended 30 June 2021, due to the impact of the adjustment to the Lanstead Sharing Agreements' benchmark price from 13.33p to 20p. Finance income for the Period was £0.02 million (£0.1 million for the six months ended 30 June 2021). It primarily arose due to foreign exchange gain.
Given the stage of ImmuPharma's development, the fact that losses have continued to be made is to be expected since there is minimal revenue and business activity is concerned with significant investment in the form of clinical development expenditure, in addition to maintaining the infrastructure of the Company.
Current activities and outlook
The last six months have been pivotal for the Company, positively concluding the PK study of Lupuzor™ ("P140"). Post the recent written response from the FDA, in respect to the Lupuzor™ Phase 3 protocol, we continue to have positive discussions with our partner, Avion, on the way forward.
The new fundraising, supported by existing and new shareholders, allows us to further invest in the other parts of our product portfolio, whilst being focused on preserving cash where required.
Moving forward, we remain focused on creating a robust and successful Company that, with a diversity of assets, will build future value for our shareholders.
The Board would like to take this opportunity to thank its shareholders for their continued patience and support, as well as its staff, corporate and scientific advisers and our partners including, CNRS and Avion.
Tim McCarthy
Chairman & Chief Executive Officer
ImmuPharma plc
CONSOLIDATED INCOME STATEMENT
FOR THE PERIOD ENDED 30 JUNE 2022
|
|
Note | Unaudited 6 months ended 30 June 2022 | | Audited Year ended 31 December 2021 |
| Unaudited 6 months ended 30 June 2021 restated* |
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| | £ | | £ |
| £ |
| Continuing operations | |
| |
|
|
|
| Revenue | | - | | 118,350 | | 23,531 |
| Research and development expenses | | (1,042,917) | | (3,650,400) | | (1,054,875) |
| Administrative expenses | | (555,600) | | (1,011,398) | | (913,516) |
| Exceptional items | 6 | - | | (1,427,084) | | (846,792) |
| Share based expense | | (70,994) | | (616,423) | | (288,826) |
| | | | | | | |
|
Operating loss | | (1,669,511) | | (6,586,955) | |
(3,080,478) |
| | | | | | | |
| Finance costs | 4 | (176,665) | | (2,354,872) | | (904,549) |
| Finance income | | 16,364 | | 1,107 | | 95,225 |
| | | | | | | |
|
| | | | | | |
| Loss before taxation | | (1,829,812) | | (8,940,720) | | (3,889,802) |
|
| | | | | | |
| Tax | | 166,024 | | 766,815 | | 229,919 |
| | | | | | | |
| | | | | | | |
| Loss for the period | | (1,663,788) | | (8,173,905) | | (3,659,883) |
| | | | | | | |
| | | | | | | |
| Attributable to: | | | | | | |
| Equity holders of the parent company | | (1,663,788) | | (8,173,905) | | (3,659,883) |
| | | | | | | |
| | | | | | | |
| Loss per ordinary share | | | | | | |
| | | | | | | |
| Basic and diluted | 2 | (0.58)p | | (3.25)p | | (1.46)p |
| | | | | | | |
* The presentation of the income statement for the comparative period ended 30 June 2021 has been restated to show exceptional items as a separate line, consistent with the presentation for the full year income statement for the year ended 31 December 2021.
ImmuPharma plc
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2022
|
| Unaudited 6 months ended 30 June 2022 | | Audited Year ended 31 December 2021 |
| Unaudited 6 months ended 30 June 2021 |
|
| £ | | £ |
| £ |
|
|
| |
|
|
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| Loss for the financial period | (1,663,788) | | (8,173,905) | | (3,659,883) |
| | | | | | |
| | | | | | |
| Other comprehensive income | | | | | |
| Items that will not be reclassified subsequently to profit or loss:
| | | | | |
| Fair value loss on investment | (614,068) | | (584,355) | | (555,633) |
| Fair value loss on warrants | (206,411) | | (418,068) | | (395,640) |
| | | | | | |
|
| | | | | |
| Total items that will not be reclassified subsequently to profit or loss | (820,479) | | (1,002,423) | | (951,273) |
| | | | | | |
| | | | | | |
| Items that may be reclassified subsequently to profit or loss:
| | | | | |
| Exchange differences on translation of foreign operations | 16,350 | | (36,177) | | (20,357) |
| | | | | | |
|
| | | | | |
| Total items that may be reclassified subsequently to profit or loss | 16,350 | | (36,177) | | (20,357) |
| | | | | | |
| Other comprehensive loss for the period |
(804,129) | |
(1,038,600) | |
|
| | | | | | |
| | | | | | |
| Total comprehensive loss for the period | (2,467,917) | | (9,212,505) | | (4,631,513) |
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ImmuPharma plc
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
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| Note | Unaudited 6 months ended 30 June 2022 | | Audited Year ended 31 December 2021 |
| Unaudited 6 months ended 30 June 2021 |
|
|
| | £ | | £ |
| £ |
|
| Non-current assets | |
| |
|
|
|
|
| Intangible assets | | 471,534 | | 477,553 | | 495,736 |
|
| Property, plant and equipment Financial asset | | 330,835 595,355 | | 352,996 1,415,835 | | 369,700 1,466,985 |
|
| Derivative financial asset | 4 | 196,488 | | 405,489 | | - |
|
| | | | | | | |
|
| | | | | | | |
|
| Total non-current assets | | 1,594,212 | | 2,651,873 | | 2,332,421 |
|
| | | | | | | |
|
|
| | | | | | |
|
| Current assets | | | | | | |
|
| Trade and other receivables | | 114,450 | | 427,199 | | 129,850 |
|
| Cash and cash equivalents | | 170,922 | | 1,649,374 | | 4,248,412 |
|
| Current tax asset | | 595,205 | | 761,188 | | 211,180 |
|
| Derivative financial asset | 4 | 400,306 | | 508,167 | | 160,436 |
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| | | | | | | |
|
| | | | | | | |
|
| Total current assets | | 1,280,883 | | 3,345,928 | | 4,749,878 |
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| | | | | | | |
|
| | | | | | | |
|
| Current liabilities | | | | | | |
|
| Financial liabilities - borrowings | | (230) | | (700) | | (914) |
|
| Trade and other payables | | (858,291) | | (1,583,604) | | (1,113,465) |
|
| Convertible loans | | - | | - | | (655,811) |
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| | | | | | | |
|
| | | | | | | |
|
| Total current liabilities | | (858,521) | | (1,584,304) | | (1,770,190) |
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| | | | | | | |
|
| | | | | | | |
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| Net current assets | | 422,362 | | 1,761,624 | | 2,979,688 |
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| | | | | | | |
|
| | | | | | | |
|
|
| | | | | | |
|
|
| | | | | | |
|
| Net assets | | 2,016,574 | | 4,413,497 | | 5,312,109 |
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| | | | | | | |
|
| | | | | | | |
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| EQUITY | | | | | | |
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| Ordinary shares | 5 | 2,849,849 | | 28,498,494 | | 25,022,130 |
|
| Deferred shares | 5 | 25,648,645 | | - | | - |
|
| Share premium | | 27,237,329 | | 27,237,329 | | 27,237,329 |
|
| Merger reserve | | 106,148 | | 106,148 | | 106,148 |
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| Other reserves | | 5,240,503 | | 5,153,159 | | 3,524,005 |
|
| Retained earnings | | (59,065,900) | | (56,581,633) | | (50,577,503) |
|
| | | | | | | |
|
| | | | | | | |
|
| Total equity | | 2,016,574 | | 4,413,497 | | 5,312,109 | |
| | | | | | | |
|
ImmuPharma plc
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2022
|
| | Ordinary shares £ | | Deferred shares £ |
|
Share premium £ |
|
Merger Reserve £ |
|
Other reserves - Acquisition Reserve £ |
|
Other reserves - Translation Reserve £ |
| Other reserves -Share based payment reserve £ |
|
Other reserves - Convertible option reserve £ |
|
Other reserves - Warrant reserve £ |
|
Retained Earning £s |
| Total Equity £ |
| | At 1 January 2021 | 25,022,130 | | - | | 27,237,329 | | 106,148 | | (3,541,203) | | (1,308,480) | | 8,073,596 | | 31,623 | | - | | (45,966,347) | | 9,654,796 |
| | Loss for the financial period | - | | - | | - | | - | | - | | - | | - | | - | | | | (3,659,883) | | (3,659,883) |
| | Exchange differences | - | | - | | - | | - | | - | | (20,357) | | - | | - | | | | - | | (20,537) |
| | Share based payments | - | | - | | - | | - | | - | | - | | 288,826 | | - | | | | - | | 288,826 |
| | Equity component of convertible loan notes | - | | - | | - | | - | | - | | - | | - | | - | | | | - | | - |
| | Fair value loss on investments | - | | - | | - | | - | | - | | - | | - | | - | | | | (555,633) | | (555,633) |
| | Fair value loss on warrants | - | | - | | - | | - | | - | | - | | - | | - | | | | (395,640) | | (395,640) |
| | At 30 June 2021 unaudited | 25,022,130 | | - | | 27,237,329 | | 106,148 | | (3,541,203) | | (1,328,837) | | 8,362,422 | | 31,623 | | - | | (50,577,503) | | 5,312,109 |
| | | | | | | | | | | | | | | | | | | | | | | |
| | At 1 January 2021 | 25,022,130 | | - | | 27,237,329 | | 106,148 | | (3,541,203) | | (1,308,480) | | 8,073,596 | | 31,623 | | - | | (45,966,347) | | 9,654,796 |
| | Loss for the financial year | - | | - | | - | | - | | - | | - | | - | | - | | | | (8,173,905) | | (8,173,905) |
| | Exchange differences | - | | - | |
| | - | | - | | (36,177) | | - | | - | | | | - | | (36,177) |
| | Share based payments | - | | - | | - | | - | | - | | - | | 616,423 | | - | | | | - | | 616,423 |
| | Settlement of convertible loans reserves | | | | | | | | | | | | | | | (31,623) | | | | 31,623 | | - |
| | New issue of equity capital | 3,476,364 | | - | | 322,727 | | - | | - | | - | | - | | - | | | | (1,349,000) | | 2,450,091 |
| | Cost of new issue of equity capital | - | | - | | (322,727) | | - | | - | | - | | - | | - | | | | (121,581) | | (444,308) |
| | Fair value loss on investments | - | | - | | - | | - | | - | | - | | - | | - | | | | (584,355) | | (584,355) |
| | Fair value loss on warrants | - | | - | | - | | - | | - | | - | | - | | - | | | | (418,068) | | (418,068) |
| | Issue of warrants | | | - | | | | | | | | | | | | | | 1,349,000 | | - | | 1,349,000 |
| | At 31 December 2021 & 1 January 2022 audited | 28,498,494 | | - | | 27,237,329 | | 106,148 | | (3,541,203) | | (1,344,657) | | 8,690,019 | | - | | 1,349,000 | | (56,581,633) | | 4,413,497 |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Loss for the financial period | - | | - | | - | | - | | - | | - | | - | | - | | - | | (1,663,788) | | (1,663,788) |
| | Exchange differences |
- | |
- | |
- | |
- | |
- | | 16,350
| |
- | |
- | | | |
- | | 16,350 |
| | Share split | (25,648,645) | | 25,648,645 | | | | | | | | | | | | | | | | | | - |
| | Share based payments | - | | - | | - | | - | | - | | - | | 70,994 | | - | | - | | - | | 70,994 |
| | Fair value loss on investments | - | | - | | - | | - | | - | | - | | - | | - | | - | | (614,068) | | (614,068) |
| | Fair value loss on warrants | - | | - | | - | | - | | - | | - | | - | | - | | - | | (206,411) | | (206,411) |
| | At 30 June 2022 unaudited | 2,849,849 |
| 25,648,645 |
| 27,237,329 |
| 106,148 |
| (3,541,203) |
| (1,328,307) |
| 8,761,013 |
| - |
| 1,349,000 |
| (59,065,900) |
| 2,016,574 |
ImmuPharma plc
CONSOLIDATED STATEMENT OF CASHFLOWS
FOR THE PERIOD ENDED 30 JUNE 2022
|
| Note | Unaudited 6 months ended 30 June 2022 | | Audited Year ended 31 December 2021 |
| Unaudited 6 months ended 30 June 2021 |
| |
|
| | £ | | £ |
| £ |
| |
| Cash flows from operating activities | |
| |
|
|
|
| |
| Cash used in operations | 3 | (1,966,598) | | (5,222,446) | | (2,068,937) |
| |
|
Tax received | | 343,246 | | 392,217 | | 390,418 |
| |
| Interest paid | | (922) | | (2,943) | | (1,444) |
| |
| | | | | | | |
| |
|
Net cash used in operating activities | | (1,624,274) | | (4,833,172) | |
(1,679,963) |
| |
| | | | | | | |
| |
|
| | | | | | |
| |
| Investing activities | | | | | | |
| |
| Purchase of property, plant and equipment | | - | | (50,934) | |
(48,014) |
| |
| Purchase of intangibles | | - | | - | | (4,756) |
| |
| Interest received | | 63 | | 651 | | 215 |
| |
| | | | | | | |
| |
| Net cash (used in)/generated from investing activities | | 63 | | (50,283) | | (52,555) |
| |
| | | | | | | |
| |
| | | | | | | |
| |
| Financing activities | | | | | | |
| |
| Decrease in bank overdraft | | - | | (211) | | 5 |
| |
| New loans/(loan repayments) | | (470) | | (6,028) | | (5,751) |
| |
| Settlements from Sharing Agreement | | 143,273 | | 328,495 | | 261,116 |
| |
| Gross proceeds from issue of new share capital | | - | | 3,550,000 | | - |
| |
| Share capital issue costs | | - | | (132,350) | | - |
| |
| Funds deferred per Sharing Agreement | | - | | (2,200,000) | | - |
| |
| Interest paid on convertible loan notes | | - | | (121,120) | | - |
| |
| Convertible loan notes repaid | | - | | (716,739) | | - |
| |
| | | | | | | |
| |
| | | | | | | |
| |
| Net cash generated from financing activities | | 142,803 | | 702,047 | | 255,370 |
| |
| | | | | | | |
| |
| Net (decrease) in cash and cash equivalents
| | (1,481,408) | | (4,181,408) | | (1,477,148) |
| |
| Cash and cash equivalents at start of period | | 1,649,374 | | 5,862,057 | | 5,862,057 |
| |
|
Effects of exchange rates on cash and cash equivalents |
2,956
| |
(31,275) | |
(136,497) |
| ||
|
| | | | | | |
| |
|
Cash and cash equivalents at end of period | |
170,922 | | 1,649,374 | |
4,248,412 |
| |
| | | | | | | |
| |
ImmuPharma plc
NOTES TO THE CONSOLIDATED INTERIM ACCOUNTS FOR THE PERIOD ENDED 30 JUNE 2022
1 ACCOUNTING POLICIES
Basis of preparation
The interim financial information in this report has been prepared using accounting policies consistent with IFRS as adopted by the United Kingdom. IFRS is subject to amendment and interpretation by the International Accounting Standards Board (IASB) and the IFRS Interpretations Committee and there is an ongoing process of review and endorsement by the UK Endorsement Board. The financial information has been prepared on the basis of IFRS expected to be adopted by the United Kingdom and applicable as at 31 December 2022. The Group has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing the interim financial information.
The accounting policies applied are consistent with those that were applied to the financial statements for the year ended 31 December 2021.
Non-Statutory accounts
The financial information set out in this interim report does not constitute the Group's statutory accounts, within the meaning of Section 434 of the Companies Act 2006. The statutory accounts for the year ended 31 December 2021 have been filed with Registrar of Companies. The auditors reported on those accounts; their report was unqualified, did not contain a statement under either Section 498 (2) or Section 498 (3) of the Companies Act 2006 but did include emphasis of matter paragraph relating to the carrying value of Parent Company's investment in subsidiaries and receivables due from group undertakings, and a reference to which the auditor drew attention by way of emphasis without qualifying their report in respect of going concern.
Copies of this statement will be available on the Company's website - www.immupharma.co.uk.
2 LOSS PER SHARE
|
| Unaudited 6 months ended 30 June 2022 | | Audited Year ended 31 December 2021 |
| Unaudited 6 months ended 30 June 2021 |
|
| £ | | £ |
| £ |
|
|
| |
|
|
|
| Loss | | | | | |
| Loss for the purposes of basic and diluted loss per share being net loss attributable to equity shareholders | (1,663,788) | | (8,173,905) | |
|
| | | | | | |
| | | | | | |
| Number of shares | | | | | |
| Weighted average number of ordinary shares for the purposes of basic loss per share | 284,984,933 | | 251,164,361 | | 250,221,297 |
|
| | | | | |
| | | | | | |
|
Basic loss per share | (0.58)p | | (3.25)p | | (1.46)p |
|
| | | | | |
| | | | | | |
|
| | | | | |
| Diluted loss per share | (0.58)p | | (3.25)p | | (1.46)p |
| | | | | | |
|
| | | | | |
There is no difference between basic loss per share and diluted loss per share as the share options and warrants are anti-dilutive. Deferred shares are excluded from the loss per share calculation as they have no attributable earnings.
| 3 | CASH USED IN OPERATIONS |
| |||||||||
| | |
| Unaudited 6 months ended 30 June 2022 | | Audited Year ended 31 December 2021 |
| Unaudited 6 months ended 30 June 2021 |
| |||
| |
|
| £ |
| £ |
| £ |
| |||
| | |
|
|
|
|
|
|
| |||
| | Operating loss | | (1,669,511) | | (6,586,955) | | (3,080,478) |
| |||
| | Depreciation & amortisation | 37,212 | | 114,119 | | 86,639 | |||||
| | Share based payments | 70,994 | | 616,423 | | 288,826 | |||||
| | Decrease/(increase) in trade & other receivables | | 312,749 | | (265,201) | | 29,964 |
| |||
| | Increase/(decrease) in trade & other payables | | (725,313) | | 896,798 | | 511,100 |
| |||
| | Gain on foreign exchange | | 7,271 | | 2,370 | | 95,012 |
| |||
| | | | | | | | |
| |||
| |
Cash used in operations | |
(1,966,598) | |
(5,222,446) | |
(2,068,937) |
| |||
| | | | | | | | |
| |||
| 4
| Derivative Financial Asset
As part of the placement completed in June 2019, the Company issued 26,565,200 new ordinary shares to Lanstead Capital Investors L.P. ("Lanstead") at a price of 10p per share for an aggregate subscription price of £2.66m before expenses. In the placement completed in March 2020, the Company issued 13,000,000 new ordinary shares to Lanstead at a price of 10p per share to raise £1.3m gross. In December 2021, the Company issued 20,000,000 new ordinary shares to Lanstead at a price of 11p per share to raise £2.2m before expenses. All Subscriptions proceeds were pledged under the Sharing Agreement, under which Lanstead made and will continue to make, subject to the terms and conditions of that Sharing Agreement, monthly settlements to the Company that are subject to adjustment upwards or downwards depending on the Company's share price performance.
In December 2021 the Company also issued 1,400,000 new ordinary shares to Lanstead as value payments in connection with the Share Subscription and the Sharing Agreement. Monthly settlements under the Sharing Agreement from June 2019 completed in September 2021. The settlements from remaining agreements (March 2020 and December 2021) will continue until 2024, completing in July 2022 and March 2024 respectively.
At the end of the accounting period the amount receivable has been adjusted to fair value based upon the share price of the Company at that date. Any change in the fair value of the derivative financial asset is reflected in the income statement. As at 30 June 2022, the Company completed a calculation of fair value of the derivative financial asset that resulted in a finance loss of £175,742 (£769,570 at 30 June 2021), which was recorded in the income statement. The restatement to fair value will be calculated at the end of each accounting period during the course of the Sharing Agreement and will vary according to the Company's share price performance.
|
| |
|
5 Issued share capital
| Allotted, called up and fully paid Ordinary Shares | 30 June 2022 No. | 31 December 2021 No. | 30 June 2022 £ | 31 December 2021 £ |
| At start of period of £0.10 each Split to deferred shares of £0.09 each Shares issued in the period
At end of period of £0.01 each | 284,984,933
-
-
284,984,933 | 250,221,297
-
-
250,221,297 | 28,498,494
(25,648,645)
-
2,849,849 | 25,022,130
-
-
25,022,130 |
| Allotted, called up and fully paid Deferred Shares | 30 June 2022 No. | 31 December 2021 No. | 30 June 2022 £ | 31 December 2021 £ |
| At start of period Split from Ordinary Shares of £0.09 each
At end of period of £0.09 each | - 284,984,933
284,984,933 | - -
- | - 25,648,645
25,648,645 | - -
- |
Capital restructure
At Annual General Meeting on 28 June 2022 the shareholders approved the subdivision of the Company's ordinary share capital, whereby each existing Ordinary Share with a nominal value of 10p was subdivided into 1 new Ordinary Share of 1p and 1 Deferred Share of 9p. The Deferred Shares have no significant rights attached to them and carry no right to vote or to participate in distribution of surplus assets and are not admitted to trading on the AIM market of the London Stock Exchange plc. The Deferred Shares effectively carry no value.
6. Exceptional items
There were no exceptional items in the Period (£1.4 million at 31 December 2021, £0.8 million at 30 June 2021). Exceptional items related to termination benefit packages paid out in 2021.
7. Subsequent events
In August 2022 ImmuPharma secured successful fundraising totalling to £2.04m (before expenses) through the issue of 40,818,182 new ordinary shares of 1p each in ImmuPharma at a price of 5p per ordinary share ("Issue Price").
The highlights of the August 2022 fundraising are outlined below:
o -Subscription for 20,000,000 new ordinary shares by Lanstead Capital Investors L.P. "Lanstead" to raise £1 million (at 5p per share).
o -"Placing" of 1,818,182 new ordinary shares to raise £0.09 million at the price of 5p.
o -"Broker Option" raised an additional £0.95 million, for 19 million shares at the price of 5p per share. Certain of the Directors (Tim McCarthy, Dr Tim Franklin, Lisa Baderoon) subscribed £0.1m in total in the Broker Option (£60,000, £20,000, £20,000 respectively).
o -200,000 new ordinary shares ("Fee Shares") at an issue price of 5p per share to SPARK Advisory Partners Limited, the Company's nominated adviser, in lieu of fees.
Lanstead subscription
The £1 million gross proceeds of the Lanstead subscription was followed by the Sharing Agreement with Lanstead for 100% of these shares with a reference price of 6.6667p per share ("Benchmark Price"). The Sharing Agreement is for a 24 month period and the Company will receive 24 equal monthly settlements, as measured against Benchmark Price. The actual consideration is variable depending upon ImmuPharma's share price, which needs to be on average (over the 24 months of the sharing agreement) at or above the Benchmark price for the Company to receive at least, or more than, the gross subscription of £1 million.
For example, if on a monthly settlement date the calculated "Measured Price" (average of twenty day ImmuPharma share VWAP) exceeds the Benchmark Price by 10 per cent, the settlement on that monthly settlement date will be 110 per cent of the amount due from Lanstead on that date. If on the monthly settlement date the calculated "Measured Price" is below the Benchmark Price by 10 per cent, the settlement on the monthly settlement date will be 90 per cent of the amount due on that date.
The Company also agreed to issue Lanstead 1,400,000 ordinary shares in connection with entering into the Sharing Agreement ("Value Payment Shares").
Impact on L1/Lind arrangement
The 25,640,254 options in the Company, held equally by L1 and Lind, (issued in June 2020) exercisable at any time up to 10 June 2023, at 11p have been amended, as a result of the August 2022 fundraising of issuing shares below 11p. The effect of the current fundraising is to amend the exercise price of these options from 11p to 5p and to increase the number of options held by L1 and Lind from 25,640,254 to 56,408,558.
Warrants
In August 2022, Lanstead was issued 30,000,000 warrants (for 10 years term), with an exercise price of 5.5p per share in return for foregoing the entitlement to increase the benchmark price by 50% (from 14.6667p to 22p) in relation to the 2021 sharing agreement (due to the amendment made to L1 and Lind option arrangements).
In August 2022, Stanford Capital Partners "SCP"- the Company's broker was issued 2,000,000 warrants with an exercise price of 5p per share for the period of 10 years, in lieu of fees.
In August 2022, SCP and SI Capital were issued 500,000 warrants each, for the period of 10 years, in lieu of fees, as part of the "Broker Option".
Exercise of options
On 24 August 2022, L1 has exercised options over 1,000,000 new ordinary shares of 1p each at an exercise price of 5p per share, for a consideration of £50,000.
On 30 August 2022, L1 has exercised options over 2,000,000 new ordinary shares of 1p each at an exercise price of 5p per share, for a consideration of £100,000.
On 7 September 2022, L1 has exercised options over 3,000,000 new ordinary shares of 1p each at an exercise price of 5p per share, for a consideration of £150,000.
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