TIDMIMM
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 GBP1.7m (30 June 2021: GBP3.7m)
o Research and development expenses of GBP1.0m (30 June 2021:
GBP1.1m)
o Administrative expenses of GBP0.6m (30 June 2021: GBP0.9m)
o Share based expense of GBP0.1m (30 June 2021: GBP0.3m)
o Cash balance of GBP0.2m as at 30 June 2022 (31 December 2021:
GBP1.6m)
o Derivative financial asset of GBP0.6m as at 30 June 2022 (31
December 2021: GBP0.9m)
o Incanthera financial asset of GBP0.6m (GBP1.2m at 31 December
2021) and warrants financial asset of GBPNil (GBP0.2m 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 GBP2.04m
(gross), including Lanstead subscription, placement and broker
option
o Total proceeds of GBP0.3m from exercise of share options by L1
Capital in August 2022 and in September 2022
'Autoimmunity': Lupuzor(TM) ("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(TM) ("P140") . Post
the recent written response from the FDA, in respect to the
Lupuzor(TM) 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 AMED. 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 +44 (0) 203 36 8 8974
Stanford Capital Partners (Joint Broker)
Patrick Claridge, John Howes +44 (0) 203 815 8880
SI Capital (Joint Broker)
Nick Emerson +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(TM). In addition, in June
2022, our share capital structure has been reorganised and in
August 2022, we concluded a successful fundraising.
Lupuzor(TM)
The Board is confident that there are a number of routes to
market for Lupuzor(TM), 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(TM) in key territories outside of the US are
continuing.
Lupuzor(TM) and Avion Pharmaceuticals | Background
On 28 November 2019, ImmuPharma and Avion signed an exclusive
Trademark, License and Development Agreement for Lupuzor(TM), with
Avion agreeing to fund a new international Phase 3 trial and
commercialising Lupuzor(TM) 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(TM)/
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(TM)/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(TM) (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 GBP2.04m (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 GBP1 million (at 5p per
share)
o "Placing" of 1,818,182 new ordinary shares to raise GBP0.09
million at the price of 5p.
o "Broker Option" raised an additional GBP0.95 million, for 19
million shares at the price of 5p per share. Certain the Directors
(Tim McCarthy, Dr Tim Franklin, Lisa Baderoon) subscribed to
GBP0.1m in total in the Broker Option (GBP60,000, GBP20,000,
GBP20,000 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 GBP1 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 GBP1 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 GBP50,000.
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 GBP100,000.
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 GBP150,000.
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 GBP0.2 million
(GBP1.6 million at 31 December 2021, GBP4.2 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 GBP0.6 million
(GBP1.2 million at 31 December 2021, GBP1.2 million at 30 June
2021) and warrants (recognized under financial asset) decreased to
GBPNil (GBP0.2 million at 31 December 2021 and GBP0.2 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 GBP0.6 million at 30 June 2022
(GBP0.9 million at 31 December 2021, GBP0.2 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 GBP0.6 million at 30
June 2022 (GBP0.8 million at 31 December 2021, GBP0.2 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 GBPNil balance (GBPNil at 31 December
2021, GBP0.7 million at 30 June 2021). Trade and other payables
liability decreased to GBP0.9 million at 30 June 2022 (GBP1.6
million at 31 December 2021, GBP1.1 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 GBP1.7 million (GBP3.1 million
for the six months ended 30 June 2021). Research and development
expenditure in the Period was GBP1 million (GBP1.1 million for the
six months ended 30 June 2021). Administrative expenses decreased
to GBP0.6 million during the Period (GBP0.9 million for the six
months ended 30 June 2021), largely due to savings made on
corporate reorganization. The share based expense amounted to
GBP0.1 million (GBP0.3 million for the six months ended 30 June
2021). Finance costs for the Period were GBP0.2 million (GBP0.9
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 GBP0.2 million (GBP0.8 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 GBP0.02 million
(GBP0.1 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(TM) ("P140") . Post
the recent written response from the FDA, in respect to the
Lupuzor(TM) 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 PERIODED 30 JUNE 2022
Unaudited Audited Unaudited
6 months Year ended 6 months
ended 31 December ended
Note 30 June 2021 30 June
2022 2021
restated*
GBP GBP GBP
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 PERIODED 30 JUNE 2022
Unaudited Audited Unaudited
6 months Year 6 months
ended ended ended
30 June 31 December 30 June
2022 2021 2021
GBP GBP GBP
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 Audited Unaudited
6 months Year 6 months
ended ended ended
30 June 31 December 30 June
2022 2021 2021
GBP GBP GBP
Non-current assets
Intangible assets 471,534 477,553 495,736
Property, plant and equipment 330,835 352,996 369,700
Financial asset 595,355 1,415,835 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 PERIODED 30 JUNE 2022
Other
reserves
Other -
Other Other reserves Convertible Other
reserves reserves -Share option reserves
Share Merger - - based reserve - Retained
Ordinary Deferred premium Reserve Acquisition Translation payment GBP Warrant Earning Total
shares shares GBP GBP Reserve Reserve reserve reserve GBPs Equity
GBP GBP GBP GBP GBP GBP GBP
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
o n
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 PERIODED 30 JUNE 2022
Note Unaudited Audited Unaudited
6 months Year 6 months
ended ended ended
30 June 31 December 30 June
2022 2021 2021
GBP GBP GBP
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 - 3,550,000 -
of new share capital
Share capital issue costs - (132,350) -
Funds deferred per Sharing - (2,200,000) -
Agreement
Interest paid on convertible - (121,120) -
loan notes
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 PERIODED 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 Audited Unaudited
6 months Year 6 months
ended ended ended
30 June 31 December 30 June
2022 2021 2021
GBP GBP GBP
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 Audited Unaudited
6 months Year 6 months
ended ended ended
30 June 31 December 30 June
2022 2021 2021
GBP GBP GBP
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 GBP2.66m 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 GBP1.3m gross. In December 2021,
the Company issued 20,000,000 new ordinary shares to Lanstead
at a price of 11p per share to raise GBP2.2m 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 GBP175,742 (GBP769,570 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 30 June 31 December 30 June 2022 31 December
up and fully paid 2022 2021 No. GBP 2021 GBP
Ordinary Shares No.
At start of period
of GBP0.10 each
Split to deferred 284,984,933 250,221,297 28,498,494 25,022,130
shares of GBP0.09
each - - (25,648,645) -
Shares issued
in the period - - - -
At end of period
of GBP0.01 each 284,984,933 250,221,297 2,849,849 25,022,130
-------------- -------------- --------------- -------------
Allotted, called 30 June 31 December 30 June 2022 31 December
up and fully paid 2022 2021 No. GBP 2021 GBP
Deferred Shares No.
At start of period
Split from Ordinary - - - -
Shares of GBP0.09 284,984,933 - 25,648,645 -
each
At end of period
of GBP0.09 each 284,984,933 - 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 (GBP1.4 million at
31 December 2021, GBP0.8 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 GBP2.04m (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 GBP1 million (at 5p per
share).
o -"Placing" of 1,818,182 new ordinary shares to raise GBP0.09
million at the price of 5p.
o -"Broker Option" raised an additional GBP0.95 million, for 19
million shares at the price of 5p per share. Certain of the
Directors (Tim McCarthy, Dr Tim Franklin, Lisa Baderoon) subscribed
GBP0.1m in total in the Broker Option (GBP60,000, GBP20,000,
GBP20,000 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 GBP1 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 GBP1 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 GBP50,000.
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 GBP100,000.
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 GBP150,000.
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END
IR UKAWRUBUKUAR
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