Source - LSE Regulatory
RNS Number : 2513B
Immupharma PLC
30 September 2022
 

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.

 

For further information please contact:

 

ImmuPharma PLC (www.immupharma.co.uk)

+ 44 (0) 2072 062650

Tim McCarthy, Chief Executive Officer and Chairman

 


Lisa Baderoon, Head of Investor Relations

+ 44 (0) 7721 413496

 

 

SPARK Advisory Partners Limited (NOMAD)

Neil Baldwin

 

Stanford Capital Partners (Joint Broker)

Patrick Claridge, John Howes

 

SI Capital (Joint Broker)

Nick Emerson

+44 (0) 203 368 8974

 

 

+44 (0) 203 815 8880

 

 

+44 (0) 1483 413500

 

 

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:

 

Lupuzor™ (P140) - successfully completed PK study

 

P140 - CIDP a neurological disorder targeting the body's nerves. An adaptive Phase 2/3 clinical study protocol is being finalised for IND submission

 

P140 - Other indications. Further clinical applications based on further preclinical investigation include asthma, Sjögrens syndrome, irritable bowel disease, periodontitis and gout

 

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.

 

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

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:

Subscription for 20,000,000 new ordinary shares by Lanstead Capital Investors L.P. "Lanstead" to raise £1 million (at 5p per share)

"Placing" of 1,818,182 new ordinary shares to raise £0.09 million at the price of 5p.

"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).

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*

 


£


£

 

£

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

 

£


£

 

£

 

 


 

 

 

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)



(971,630)













Total comprehensive loss for the period

(2,467,917)


(9,212,505)


(4,631,513)







ImmuPharma plc

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2022

 

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

 








 








 

Total current assets


1,280,883


3,345,928


4,749,878

 








 








 

Current liabilities







 

Financial liabilities - borrowings


(230)


(700)


(914)

 

Trade and other payables


(858,291)


(1,583,604)


(1,113,465)

 

Convertible loans


-


-


(655,811)

 








 








 

Total current liabilities


(858,521)


(1,584,304)


(1,770,190)

 








 








 

Net current assets


422,362


1,761,624


2,979,688

 








 








 

 







 

 







 

Net assets


2,016,574


4,413,497


5,312,109

 








 








 

EQUITY







 

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

 

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)




(3,659,883)













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:

-Subscription for 20,000,000 new ordinary shares by Lanstead Capital Investors L.P. "Lanstead" to raise £1 million (at 5p per share).

-"Placing" of 1,818,182 new ordinary shares to raise £0.09 million at the price of 5p.

-"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).

-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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