TIDMEDX
RNS Number : 0676X
EDX Medical Group PLC
18 December 2023
This announcement contains inside information as stipulated
under the UK version of the Market Abuse Regulation No 596/2014
which is part of English law by virtue of the European (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.
Interim Report and Financial Statements for
the six-month period ended 30 September 2023
18 December 2023
EDX Medical Group, plc ("EDX Medical", the "Company" or the
"Group"), which develops innovative digital diagnostic products and
services for the personalised treatment for cancer, heart disease
and infectious diseases, today announces publication of its Interim
Report and Financial Statements for the six-month period ended 30
September 2023.
Highlights:
-- Collaboration agreement with Thermo Fisher to jointly develop and potentially commercialise proprietary qPCR
assays - including novel and innovative cancer diagnostic solutions.
-- Acquisition and integration of Hutano Diagnostics Ltd, enabling the Group to accelerate development of new
'point-of-care' tests to measure multiple markers of disease on a single device.
-- Strategic agreement with Guardant Health Inc. (NASDAQ: GH), a leading precision oncology company, as the
exclusive distributor of blood-based liquid biopsy tests to healthcare providers in the Nordic region and the
private healthcare sector in the UK.
-- Commencement of revenue generation through Guardant agreement.
-- Cash balance at 30 September 2023: GBP1,104,801.
-- Strategic investment from investors including: GBP500,000 from Boru Ltd, a private investment company which
invests in growth companies on a global basis, at a price per share of GBP0.08, announced on 30 June 2023 and
GBP350,000 from Seerave Enterprises Ltd, a philanthropic non-profit organisation which has a global commitment to
improving patient access to personalised cancer treatment, at a price per share of GBP0.08 announced on 26 May
2023.
Jason Holt, Chairman of EDX Medical Group plc, commented:
"During the reporting period, the Group has continued to develop
its strategy of creating innovative digital diagnostic healthcare
products and services to address major diseases and enable better
treatment and outcomes for patients.
"The imperative for the Group post this half-yearly interim
reporting period remains growing our business rapidly as
opportunities emerge to take forward products and projects with
significant commercial potential.
"As we progress the commercial opportunities available, we will
continue to explore emerging prospects for novel diagnostic
products as well as assessing further investment options that
expand the scale of and growth prospects for the Group."
Contacts:
EDX Medical plc
Dr Mike Hudson (Chief Executive
Officer) +44 (0)7812 345 301
Oberon Capital
Nick Lovering (Corporate
Adviser)
Adam Pollock (Corporate
Broking)
Mike Seabrook (Corporate
Broking) +44 (0)20 3179 5300
Media House International
Ramsay Smith +44 (0)7788 414856
ramsay@mediahouse.co.uk
Gary McQueen + 44 (0)7834 694609
gary@mediahouse.co.uk
About EDX Medical Group plc
EDX Medical Group plc develops innovative digital diagnostic
products and services, enabling cost effective and timely delivery
of personalised treatment for cancer, heart disease and infectious
diseases. The company is listed on the AQSE Growth Market (TIDM:
EDX).
EDX Medical was founded by Professor Sir Chris Evans, OBE, a
very successful medical and life sciences entrepreneur with more
than 35 years of experience building innovative life sciences
companies.
By translating clinical insights into pragmatic solutions
combining advanced biological and digital technologies, EDX Medical
seeks to cost-effectively improve the detection and
characterisation of disease in order to select personal treatment
in a timely fashion.
Early disease detection and biologically-based personal
treatment is considered to be the most impactful way of reducing
deaths and lowering the cost of healthcare globally.
EDX Medical has established expertise in the design,
development, validation and sourcing of diagnostic testing
solutions to ISO 13485 and key laboratory tests performed by the
Company have been accredited to ISO 15189 by the United Kingdom
Accreditation Service (UKAS).
EDX Medical Group operates a molecular diagnostics and genomics
laboratory in Cambridge, UK, a Point of Care test development group
in Oxford (Hutano Diagnostics Ltd) and Torax Biosciences Ltd in
Ireland.
Learn more: www.edxmedical.co.uk
EDX Medical Group Plc
Interim Report and Financial Statements
For the six-month period ended 30 September 2023
Company registration number: 13277385 (England and Wales)
EDX MEDICAL GROUP PLC
INTERIM REPORT AND FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIODED 30 SEPTEMBER 2023
CONTENTS
Page
Interim Management Report 2
Condensed Consolidated Statement of Comprehensive
Income 4
Condensed Consolidated Statement of Financial
Position 5
Condensed Consolidated Statement of Changes
in Equity 6
Condensed Consolidated Statement of Cash
Flows 7
Notes to the Interim Financial Statements 8
INTERIM MANAGEMENT REPORT
During the reporting period, EDX Medical Group PLC ("EDX
Medical," "the Company" or together with its subsidiaries "the
Group") has continued to develop its strategy of creating
innovative digital diagnostic healthcare products and services to
address major diseases and enable better treatment and outcomes for
patients.
The imperative for the Group post this half-yearly interim
reporting period remains growing our business rapidly as
opportunities emerge to take forward products and projects with
significant commercial potential.
EDX Medical has invested in high quality commercial and
scientific personnel as well as raising capital to undertake the
necessary steps to grow our business. We have also invested
sensibly in very compelling new product areas that have attractive
future markets and revenue generation opportunities as follows:
Our acquisition and integration of Hutano Diagnostics Ltd
("Hutano"), based in Oxford, enables the Group to accelerate and
expand our development capabilities of innovative, new
'point-of-care' tests capable of accurately measuring a combination
of multiple markers of disease on a single device within
minutes.
These new tests will be used by health professionals in their
daily workplace to rapidly identify and characterise emerging signs
of cancer, infections, and heart disease and can be carried out,
without the delays and costs associated with laboratory
testing.
The first products in development address the detection,
characterisation and quantification of infectious diseases caused
by bacteria and viruses such as fever and sepsis and are expected
to be available commercially within the next twelve months.
Point-of-Care Testing is a global market opportunity for our
business and the combination of Hutano's technology and our
existing expertise with reagents and smart-phone digital readers
positions the Group as pioneers in this area.
Post the reporting period, we finalised a strategic agreement
with Guardant Health Inc. (NASDAQ: GH), a leading precision
oncology company, as the exclusive distributor of Guardant Health's
blood-based liquid biopsy tests to healthcare providers in the
Nordic region and the private healthcare sector in the UK. This
presents EDX Medical with an opportunity to drive forward with
revenue generating products. Under the agreement, EDX Medical will
distribute the Guardant360 (R) CDx test for genomic testing in
advanced cancer and the Guardant Reveal(TM) test for residual
disease and recurrence detection.
The distribution contract with Guardant Health is another step
in our strategy to provide healthcare professionals with
world-class products and services to rapidly improve cancer
diagnosis, drug therapy selection, and recurrence detection,
delivering improved clinical outcomes for patients.
EDX Medical has also recently signed a collaboration agreement
with Thermo Fisher to jointly develop and potentially commercialise
a number of proprietary qPCR assays - including novel and
innovative cancer diagnostic solutions. The multi project
collaboration will harness Thermo Fisher's powerful technologies
and information translation systems to deliver a number of advanced
testing solutions in development at EDX Medical or licensed from
partners, including a proprietary assay to enable personalised
radiotherapy and a novel chemotherapy toxicity assay focusing on
serious adverse events.
Financial Summary
During the period, the majority of the Company's administrative
expenditure has related to expenses incurred in connection with
preparing the Company to be able to deliver in line with the
strategy outlined above. The loss for the six-month period was
GBP1,336,723 (Loss in period to 30 September 2022: GBP684,854).
Trade and other receivables as at 30 September 2023 were
GBP531,543 (September 2022: GBP193,024).
The cash balance as at 30 September 2023 was GBP1,104,801
(September 2022: GBP86,924).
Trade and other payables at 30 September 2023 were GBP547,846
(September 2022: GBP787,205).
Overall, at the period-end, net assets/(liabilities) were
GBP388,000 (September 2022: (GBP691,397)).
The outlook for the remainder of the financial year remains
positive. As we move towards our first anniversary as a listed
company, we are now clearly entering into a new phase for the Group
and during the first half of this financial year we have attracted
significant new investment at a premium from investors who have
embraced our vision. Our business strategy was endorsed at our
recent AGM. As we progress the commercial opportunities available,
we will continue to explore emerging prospects for novel diagnostic
products as well as assessing further investment options that
expand the scale of and growth prospects for the Group.
These prospects align with the EDX directors' belief of the need
for better access to risk assessment, diagnosis and personalised
treatment of illness. This need has never been greater as the
post-pandemic world becomes accustomed to ever-increasing patient
backlogs and the imperative drive for fast, effective diagnosis.
Hence, the Group wishes to pioneer the universal trend of
personalised medicine that detects the early onset of disease as
well as accentuates accurate risk prediction. The Group sees this
twin approach as the most impactful way to reduce deaths and
lowering the future costs of healthcare provision globally.
Finally, as Chairman of EDX Medical Group Plc, I would like to
thank my fellow Board directors, new investors, shareholders and
all the teams within the Group who are working together to grow our
new enlarged business in 2023 and beyond.
Jason Holt
Chairman
EDX MEDICAL GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF TOTAL
COMPREHENSIVE INCOME
FOR THE SIX-MONTH PERIODED 30 SEPTEMBER 2023
Unaudited Unaudited
Six months to Six months to
Note 30 September 2023 30 September 2022
GBP GBP
Continuing operations
Revenue 20,076 -
Cost of sales (39,710) (2,461)
------------------- -------------------
Gross loss (19,634) (2,461)
Administrative expenses (1,330,489) (665,395)
Other gains - net 3 27,385 -
------------------- -------------------
Operating loss (1,322,738) (667,856)
Finance expense 4 (14,475) (16,998)
------------------- -------------------
Loss before taxation (1,337,213) (684,854)
Taxation 490 -
------------------- -------------------
Loss for the period (1,336,723) (684,854)
Other comprehensive income
Other comprehensive income for the period - -
Total comprehensive loss for the period attributable to owners
of the parent (1,336,723) (684,854)
=================== ===================
Earnings per share from continuing operations attributable to
owners of the parent:
------------------- -------------------
Basic and diluted loss per share (pence) 6 (0.46) (1,370)
------------------- -------------------
The notes on pages 8 to 13 form part of these interim financial
statements.
EDX MEDICAL GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023
Company Number: 13277385 Unaudited Unaudited
30 September 30 September
2023 2022
Note GBP GBP
ASSETS
Non-current assets
Intangible assets 8 136,759 -
Property, plant and equipment 377,703 452,414
Right-of-use asset 348,753 485,744
--------------- --------------
Total non-current assets 863,215 938,158
--------------- --------------
Current assets
Trade and other receivables 9 531,543 193,024
Other current assets 270,710 730,211
Cash and cash equivalents 1,104,801 86,924
Total current assets 1,907,054 1,010,159
--------------- --------------
Total assets 2,770,269 1,948,317
=============== ==============
EQUITY AND LIABILITIES
Equity
Share capital 11 3,009,659 50,000
Share premium 11 4,107,981 -
Warrant reserve 17,567 -
Merger relief reserve 6,709,469 -
Other reserves 50,910 -
Reverse acquisition reserve (8,461,500) -
Retained losses (5,046,086) (741,397)
--------------- --------------
Total equity 388,000 (691,397)
--------------- --------------
Non-current liabilities
Lease liability 187,456 298,513
Deferred tax 5 21,623 -
Total non-current liabilities 209,079 298,513
--------------- --------------
Current liabilities
Trade and other payables 547,847 787,205
Convertible loan - debt 10 1,392,648 1,385,896
Convertible loan - derivative 10 66,502 -
Borrowings 17,333 -
Lease liability 148,860 168,100
Total current liabilities 2,173,190 2,341,201
--------------- --------------
Total liabilities 2,382,269 2,639,714
--------------- --------------
Total equity and liabilities 2,770,269 1,948,317
=============== ==============
The Interim Report and Financial Statements were approved by the
Board of Directors and authorised for issue on 8 December 2023.
The notes on pages 8 to 13 form part of these interim financial
statements.
EDX MEDICAL GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX-MONTH PERIODED 30 SEPTEMBER 2023
Shares Merger Reverse
Share Share to be Warrant relief Other acquisition Retained Total
capital premium issued reserve reserve reserves reserve losses equity
GBP GBP GBP GBP GBP GBP GBP GBP GBP
Balance as at
1
April 2023 2,525,000 1,929,781 200,000 17,567 6,545,833 - (8,461,500) (3,709,363) (952,682)
Loss for the
period - - - - - - - (1,336,723) (1,336,723)
---------- ---------- ---------- -------- ---------- --------- ------------- -------------- -------------
Total
comprehensive
loss for the
period - - - - - - - (1,336,723) (1,336,723)
---------- ---------- ---------- -------- ---------- --------- ------------- -------------- -------------
Issue of
placing
shares 484,659 2,181,250 (200,000) - 163,636 50,910 - - 2,680,455
Cost of issue
of
shares - (3,050) - - - - - - (3,050)
Total
transactions
with owners 484,659 2,178,200 (200,000) - 163,636 50,910 - - 2,677,405
---------- ---------- ---------- -------- ---------- --------- ------------- -------------- -------------
As at 30
September
2023 3,009,659 4,107,981 - 17,567 6,709,469 50,910 (8,461,500) (5,046,086) 388,000
========== ========== ========== ======== ========== ========= ============= ============== =============
For the six-month period ended 30 September 2022
Share Capital Retained losses Total
equity
GBP GBP GBP
Balance at 1 April 2022 50,000 (56,543) (6,543)
Loss for the year - (684,854) (684,854)
-------------- --------------------------------------------------------- -----------
Total comprehensive loss for
the period - (684,854) (684,854)
-------------- --------------------------------------------------------- -----------
As at 30 September 2022 50,000 (741,397) (691,397)
============== ========================================================= ===========
The notes on pages 8 to 13 form part of these interim financial
statements.
EDX MEDICAL GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX-MONTHED 30 SEPTEMBER 2023
Unaudited Unaudited
Six months to Six months to
30 September 30 September
2023 2022
Note GBP GBP
Cash flow from operating activities
Loss before taxation (1,337,213) (684,854)
Adjustments for non-cash/non-operating items:
Amortisation - right of use asset 74,191 82,932
Amortisation - intangibles 3,797
Depreciation 50,977 58,376
Loss on disposal of property, plant & equipment 32,044 -
Taxation charge 490 -
Fair value loss on convertible loan (27,385) -
Finance expense 14,475 16,998
Net cash used in operating activities before changes in working capital (1,188,624) (526,548)
--------------- ---------------
Changes in working capital
(Increase)/decrease in trade and other receivables (149,097) 13,662
(Decrease)/increase in trade and other payables (169,532) 733,648
Net cash used in operating activities (1,507,253) 220,762
--------------- ---------------
Cash flow from investing activities
Purchase of property, plant, and equipment - (673)
Cash acquired with subsidiary 7 217,068 -
Net cash used in investing activities 217,068 (673)
--------------- ---------------
Cash flow from financing activities
Proceeds from issue of share capital 11 2,375,000 -
Cost of issue of share capital (2,000) -
Cost of convertible loan note 10 - (15,786)
Repayment of borrowings (11,354) -
Other interest paid (1,340) -
Lease interest paid (9,754) (15,316)
Principal paid on leases (71,742) (102,062)
--------------- ---------------
Net cash generated from financing activities 2,278,810 (133,164)
--------------- ---------------
Net increase in cash and cash equivalents 988,625 86,925
Cash and cash equivalents at the beginning of the period 116,176 -
--------------- ---------------
Cash and cash equivalents at the end of the period 1,104,801 86,925
=============== ===============
The notes on pages 8 to 13 form part of these interim financial
statements.
EDX MEDICAL GROUP PLC
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIODED 30 SEPTEMBER 2023
1. Company information
EDX Medical Group Plc (the "Company") is a public limited
company, limited by shares (not guarantee) and is incorporated and
domiciled in the UK. The address of the registered office is 211
Milton Road, Cambridge, England, CB4 0WA The registered number of
the Company is 13277385. The consolidated interim financial
statements consolidate those of the Company and its subsidiaries.
The principal activity of the Group is that of creating innovative
health testing solutions and developing biological and digital
technologies to improve the detection of diseases and
disorders.
2. Summary of significant accounting policies
Basis of preparation
These condensed consolidated interim financial statements
include the results of the Company and its subsidiaries ("the
Group") for the six months ended 30 September 2023 and have not
been audited. These condensed consolidated interim financial
statements do not comprise statutory accounts within the meaning of
section 434 of the Companies Act 2006.
These condensed consolidated interim financial statements have
been prepared in accordance with the AQSE Growth Market rules and
the recognition and measurement requirements of UK-adopted
International Accounting Standards ("UK-IAS") and adopting the
accounting policies that will be applied in the 31 March 2024
annual financial statements.
The condensed consolidated interim financial statements have
been prepared in accordance with the accounting policies adopted in
the Group's most recent annual financial statements for the period
ended 31 March 2023 and should be read in conjunction with these
financial statements which is available on the Group's website
www.edxmedical.co.uk
In the opinion of the Directors, the interim consolidated
financial information presents fairly the financial position, and
results from operations and cash flows for the period. The prior
period comparatives are not comparable with the current interim
period, given that the prior period is unaudited and not
consolidated, due to the reverse takeover of EDX Medical Ltd by the
Company which did not complete until November 2022.
The auditor's report on the statutory financial statements for
the period ended 31 March 2023 was unqualified but did contain a
material uncertainty with respect of going concern.
Basis of consolidation
The consolidated interim financial statements consolidate the
interim financial statements of the Company and the results of its
subsidiary undertakings EDX Medical Ltd, Torax Biosciences Limited
and Hutano Diagnostics Ltd, made up to 30 September 2023.
Subsidiaries are entities over which the Group has control. The
Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated
from the date that control ceases.
On 27 September 2023, the Company acquired 100% of the share
capital of Hutano Diagnostics Ltd in exchange for shares in the
Company. This acquisition was accounted for using the acquisition
method of accounting in accordance with IFRS 3 Business
Combinations. Further details can be found in note 7.
2. Summary of significant accounting policies (continued)
Going concern
The condensed consolidated interim financial information for the
six months ended 30 September 2023 have been prepared on the going
concern basis. The forecasts for the Group include due
consideration for contracted minimum revenues, potential future
capital in-flows, continued operating losses, projected increase in
cash-burn of the Group for a minimum period of at least twelve
months from the date of approval of these interim financial
statements.
However, the Group forecasts assume that further equity
fundraising will be required in the next twelve months in order to
implement its growth strategy and operate as a going concern.
Although the entity has had past success in fundraising and
continues to attract interest from investors, making the Board
confident that such fundraising will be available to provide the
required capital, there can be no guarantee that such fundraising
will be available and, accordingly, this constitutes a material
uncertainty over going concern, which the auditors made reference
to in their audit report for the year ended 31 March 2023.
Notwithstanding the above, the Board has considered various
alternative operating strategies should these be necessary in the
light of fundraising not being available and actual trading
performance not matching the Group's forecasts given current
macro-economic conditions and is satisfied that such revised
operating strategies could be adopted, if and when necessary. This
includes the ability to call upon Sir Christopher Evans, a director
of the Company, to extend sufficient loans. Therefore, the
Directors consider the going concern basis of preparation is
appropriate.
The interim financial statements have been prepared on a going
concern basis and do not include the adjustments that would be
required should the going concern basis of preparation no longer be
appropriate.
3. Other gains/ (losses) - net
Period ended Period ended
30 September 30 September
2023 2022
GBP GBP
Convertible loan - revaluation of 27,385 -
derivative
-------------- --------------
27,385 -
============== ==============
4. Net finance expense
Period ended 30 September Period ended 30 September
2023 2022
GBP GBP
Convertible loan - interest 3,381 1,682
Interest on lease liabilities 9,754 15,316
Other finance expense 1,340 -
-------------------------- --------------------------
14,475 16,998
========================== ==========================
5. Deferred tax
Acquisitions - Deferred tax liability
Opening business combinations Recognised in profit
balance GBP or loss Net GBP
GBP GBP GBP
Intangible assets (9,804) (12,309) 490 (11,819) (21,623)
----------
6. Loss per share
Basic and diluted loss per share
The calculation of basic and diluted loss per share is based on
the loss attributable to equity holders divided by the weighted
average number of shares in issue during the period.
The loss incurred by the Group means that the effect of any
outstanding warrants and options would be considered anti-dilutive
and is ignored for the purposes of the loss per share
calculation.
Unaudited Unaudited
------------- -------------
Period ended Period ended
30 September 30 September
2023 2022
GBP GBP
------------- -------------
Loss for the period from continuing
activities (1,336,723) (684,854)
------------- -------------
Period ended Period ended
30 September 30 September
2023 2022
No. No
------------- -------------
Weighted average number of ordinary
shares 287,912,712 50,000
------------- -------------
Period ended Period ended
30 September 30 September
2023 2022
GBP GBP
------------- -------------
Basic and diluted loss per share (pence) (0.46) (1,370)
------------- -------------
7. Business combinations
Summary of acquisition
The entire issued share capital of Hutano Diagnostics Ltd
("Hutano") was acquired by EDX Medical Group Plc on 27 September
2023 (the "Acquisition Date"). The initial purchase consideration
to acquire 100% of the share capital of the Company was
GBP1,000,000 to be satisfied by the issue of 9,090,909 new ordinary
shares of GBP0.01 each in the Company at a deemed price of GBP0.11
per share plus contingent consideration of GBP200,000 to be
satisfied by the issue of 1,818,182 new ordinary shares in the
Company at a deemed price of GBP0.11 per share, conditional upon
achieving agreed upon milestones.
On the Acquisition Date, one ordinary share of the Company was
worth GBP0.028 in the market, establishing a fair value of the
initial purchase consideration by way of issuing 9,090,909
acquisition shares of GBP254,544.
Management's expectation at the Acquisition Date was that the
milestones would be met in full and have forecasted as such and
therefore the contingent consideration has been included in the
total consideration payable with no discount for the probability of
the milestones not being met. The fair value of the contingent
consideration by way of issuing 1,818,182 acquisition shares was
GBP50,909. Therefore, the fair value consideration is
GBP305,453.
7. Business combinations (continued)
The principal reason for the acquisition was the pooling of
research and development resources allowing the Group to accelerate
its efficiency in the development of its products.
The following table summarises the fair value of assets
acquired, and liabilities assumed at the acquisition date:
Carrying Fair value adjustments Fair
value value
GBP
GBP GBP
Intangible asset - technology - 49,234 49,234
Intangible asset - capitalised patent costs 4,740 (4,740) -
Property, plant and equipment 38,599 - 38,599
Trade and other receivables 12,861 - 12,861
Cash 217,068 - 217,068
Deferred tax liability - (12,309) (12,309)
--------- ----------------------- ---------
Net identifiable assets acquired 273,268 32,185 305,453
--------- ----------------------- ---------
Fair value of consideration - share issue 254,544
Fair value of contingent consideration 50,909
Total consideration 305,453
---------
The fair values include recognition of a technology-based
intangible asset of GBP49,234 relates to the Hutano's modular
lateral flow device ("LFD") platform technology and valuable
know-how in developing LFDs and will be amortised over 20 years on
a straight-line basis in line with the ongoing patent
application.
Acquisition costs of GBP49,650 have been expensed to the
Statement of Comprehensive Income and are within administrative
expenses.
8. Intangible assets
Goodwill Trade names Technology Total
GBP GBP GBP GBP
Cost
At 1 April 2023 16,649 39,217 36,722 92,588
Acquired in business combinations - - 49,234 49,234
At 30 September 2023 16,649 39,217 85,956 141,822
Amortisation
At 1 April 2023 - 654 612 1,266
Charge - 1,961 1,836 3,797
At 30 September 2023 - 2,615 2,448 5,063
Net book value
-------- ----------- ---------- -------
At 30 September 2023 16,649 36,602 83,508 136,759
-------- ----------- ---------- -------
Amortisation is recognised on a straight-line basis over a
useful economic life of 10 years and has been charged to the
Statement of Comprehensive Income.
9. Trade and other receivables
30 September
30 September 2023 2022
GBP GBP
Prepayments 106,937 -
Loan from Christopher Evans 281,295 158,992
Other receivables 143,311 34,032
Total trade and other receivables 531,543 193,024
================= ============
10. Convertible loan
Convertible loan note
In July 2022, the Group issued 1,400,000 convertible redeemable
loan notes (CLNs) of GBP1.00 each, totalling GBP1,400,000, to
settle an outstanding liability with Christopher Evans related to
the sale of assets worth GBP1,404,923 to the Company. The CLNs were
issued at par value, with no interest unless the Company faces
administration or insolvency. The CLNs could be converted by the
noteholder on or after October 31, 2022, contingent upon the
Company's successful admission to the AQSE Growth Market, which
occurred on November 14, 2022.
The conversion rate is one Company share per GBP0.06 nominal of
CLN or a price per Company share reflecting a 20% discount to the
volume-weighted average price (VWAP) over the three months prior to
conversion date. The CLNs were presented in the Consolidated
Statement of Financial Position as two separate components:
'Convertible loan - debt' and 'Convertible loan - derivative' due
to the embedded derivative in conjunction with the host debt
liability. The noteholder had the option to partially convert the
CLNs but has not exercised this option as at 30 September 2023.
At 30 September 2023, the Company remeasured the derivative
element at fair value using the Black Scholes option pricing model
based on the exercise price of GBP0.06. The fair value at 30
September 2023 was GBP66,502, resulting in a gain on revaluation of
the derivative being recognised of GBP27,385. Significant
assumptions used in the fair value analysis include the volatility
rate and the estimated date of conversion. The volatility of 68.3%
was used in the determination of the fair value at 30 September
2023.
Given the option of the noteholder to convert the CLNs at their
discretion, the debt and derivative liability elements have been
classified as current liabilities. The host debt liability includes
initial transaction costs of GBP15,786.
Convertible loan - derivative Convertible loan - debt
GBP
GBP
------------------------------
At 1 April 2023 93,887 1,389,268
Interest expense - 3,380
Revaluation of derivative (27,385) -
------------------------------ ------------------------
At 30 September 2023 66,502 1,392,648
============================== ========================
11. Share capital
Period ended 30 September 2023
Allotted, called up and fully paid
Ordinary Share Share
0.01p shares Capital Premium
No. GBP GBP
At 01 April 2023 252,500,000 2,525,000 1,929,781
Share issue - cash 39,375,000 395,750 2,181,250
Share issue - consideration 9,090,909 90,909 -
Cost of share issue - - (3,050)
At 30 September 2023 300,965,909 3,009,659 4,107,981
============== =========== ==========
11. Share capital (continued)
Period ended 30 September 2022
Allotted, called up and fully paid Ordinary Share
GBP1 shares Capital
No. GBP
Incorporation of EDX Medical Ltd at 28 February 2022 50,000 50,000
At 30 September 2022 50,000 50,000
============= =========
The holders of ordinary shares are entitled to one voting right
per share and, subject to the provisions of the Companies Act 2006,
are entitled to dividends out of the profits of the Company
available for distribution.
New shares allotted
Bridgemere Securities Ltd ("Bridgemere Securities")
On 26 April 2023 the Company raised a total of GBP1,725,000 via
the issue of 28,750,000 new ordinary shares in the Company at
GBP0.06 per share. Bridgemere Securities invested GBP1,500,000 in
the placing and bought a further 7,720,000 ordinary shares in the
market between 20 and 21 April 2023 making Bridgemere Securities
the second largest shareholder in the Company.
Seerave Enterprises Ltd ("Seerave Enterprises").
On 26 May 2023 the Company received a strategic investment of
GBP350,000 from Seerave Enterprises via a subscription of 4,375,000
ordinary shares of GBP0.01 in the Company at a price of GBP0.08 per
share.
Seerave Enterprises is a wholly owned subsidiary of the Seerave
Foundation, a philanthropic non-profit organisation which has a
global commitment to improving patient access to personalised
cancer treatment. The Seerave Foundation awards traditional grants
to academic researchers and makes selective equity investments into
developing companies via its investment arm, Seerave
Enterprises.
Boru Ltd ("Boru")
On 30 June 2023, the Company received a strategic investment of
GBP500,000 from Boru via a subscription of 6,250,000 new ordinary
shares of GBP0.01 each in the Company at a price of GBP0.08 per
share.
Boru is a private investment company which invests in growth
companies on a global basis in order to achieve its financial
goals. The investment in the Company by Boru will be used to
support the expansion of the Company's capabilities and support
clients providing personalised care for cancer patients in the UK
and Europe.
Hutano Diagnostics Limited ("Hutano")
On 27 September 2023 ("Acquisition Date") the Group acquired the
entire issued share capital of Hutano.
The initial consideration was 9,090,909 new ordinary shares of
GBP0.01 each in the Company at a price of GBP0.11 per share. Up to
1,818,182 additional consideration shares will be issued to the
sellers on achievement of certain commercial milestones. The
initial consideration shares will rank pari passu in all respects
with the existing share capital of the Company. Further details on
the acquisition can be found in Note 7.
Rights, preferences, and restrictions
All ordinary shares are equally eligible to receive dividends
and the repayment of capital and represent equal votes at meetings
of Shareholders. There are no rights of redemption attaching to the
ordinary shares.
12. Events after the reporting period
There have been no significant events since the end of the
reporting period.
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END
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December 18, 2023 02:00 ET (07:00 GMT)
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