24 September 2024
N4 Pharma
Plc
("N4
Pharma" or the "Company")
Interim
Results
N4 Pharma Plc (AIM: N4P),
the specialist pharmaceutical company developing
Nuvec®, a novel delivery system for vaccines and cancer treatments,
announces its unaudited interim results for the six months ended 30
June 2024.
Highlights:
· Two
exciting therapeutic areas identified for the development of
products utilising Nuvec® and Liptide®.
· Positive results from collaboration with SRI International
("SRI") demonstrating the ability for Nuvec® to target cells and maintain efficacy in the target
gene cell.
· Further positive in
vivo results from ongoing oral studies at the University of
Queensland to show the successful delivery
of a Nuvec® capsule into the intestine where it released its
plasmid DNA payload to produce localised protein
expression.
· Application made to FDA for orphan drug designation in respect
of ECP105, for the prevention of scarring following glaucoma
surgery.
· Reduced operating loss for the period £491,705 (30 June 2023: £646,150) and R&D and general
expenditure in line with budget.
· Cash
position remains strong which at 30 June
2024 was £1,204,946 (31 June 2023:
£1,289,769), following a successful placing
in June to raise gross proceeds of £630,000.
· Post
period end strengthening of the board with the appointment of Mike
Palfreyman as an independent Non-Executive Director.
Nigel Theobald, Chief Executive Officer of N4 Pharma Plc,
commented:
"We have made excellent progress in
the period and have continued to focus our efforts to deliver the
best opportunities to progress Nuvec® into the clinic with a shift
in emphasis towards product development with our first two
potential products now identified. In parallel our
collaboration with SRI continues to generate positive results and
improves our data set to bring us closer to commercial
collaborations across multiple applications dependent on any
partner's needs.
"Cash expenditure continues to be
tightly controlled to allow us to maximise outcomes whilst
preserving our cash resource as far as possible. I look forward
with optimism to the continuing the work and crystalising the
pathway towards commercially viable and clinically relevant
products whilst presenting our data alongside SRI to potential
collaborators."
The information contained within
this announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014 which has been incorporated into UK law by the
European Union (Withdrawal) Act 2018. Upon the publication of
this announcement via Regulatory Information Service, this inside
information is now considered to be in the public
domain.
Enquiries:
N4
Pharma Plc
Nigel Theobald, CEO
Luke Cairns, Executive
Director
Engage with us directly at N4 Pharma
Investor Hub
To find out more and see a video
discussing the results and submit your questions visit us
at:
|
Via N4 Pharma Investor
Hub
Sign up
at investors.n4pharma.com
https://investors.n4pharma.com/link/qy1YAy
|
|
|
SP
Angel Corporate Finance LLP
Nominated Adviser and Joint Broker
Matthew Johnson/Caroline Rowe
(Corporate Finance)
Vadim Alexandre/Rob Rees (Corporate
Broking)
|
Tel: +44
(0)20 3470 0470
|
|
|
Turner Pope Investments (TPI) Limited
Joint Broker
Andy Thacker
James Pope
|
Tel: +44 (0)20 3657 0050
|
About N4 Pharma
N4 Pharma is a specialist
pharmaceutical company developing a novel delivery system for
vaccines and cancer treatments using its unique silica nanoparticle
delivery system called Nuvec®.
N4 Pharma's business model is to
partner with companies developing novel antigens for vaccines and
cancer treatments to use Nuvec® as the delivery vehicle to get
their antigen into cells to express the protein needed for the
required immunity. As these products progress through pre clinical
and clinical programs, N4 Pharma will seek to receive upfront
payments, milestone payments and ultimately royalty payments once
products reach the market.
Chairman's Statement
Half year results
I am pleased to report that in the
six months ended 30 June 2024, £3,906 of revenue was generated by
the Group (30 June 2023: £nil).
The loss for the period was £491,705
(30 June 2023: £646,150) and in line with planned
expenditure.
Our cash balance at 30 June 2024 was
£1,204,946 (30 June 2023: £1,289,769), following a placing to raise
gross proceeds of £630,000.
Operational update
After spending a significant amount
of time investigating Nuvec® and
understanding its potential, we are pleased to report meaningful
progress in the development of Nuvec® as a delivery system for
therapeutics. We have previously reported on the development
of a monodisperse formulation, crucial for intravenous delivery,
and the ability to load multiple siRNA molecules onto the same
Nuvec® particle. We are pleased to report that Nuvec®
delivery can be targeted to individual tissue types and that there
is the potential to use Nuvec® as an oral drug delivery approach
for the treatment of gastrointestinal ("GI") disorders. These
new data have led to the prospect of delivering two exciting lead
products designed to address unmet clinical needs.
The first, using Nuvec® has the
potential to delivery an oral inflammation inhibitor for the
treatment of GI disorders including Inflammatory Bowel Disease
("IBD") and Ulcerative Colitis ("UC"). The second product
opportunity, via our investment in Nanogenics Ltd, is exploring the
use of Liptide® to deliver a product for the prevention of scarring
following surgery to treat glaucoma. In parallel to shifting
our focus towards product development, we continue to explore other
applications, particularly through our work with SRI which, in
turn, and through our marketing agreement with SRI, could lead to
further collaborations.
Nuvec®
We are now clear on a number of
benefits of Nuvec® including the
following:
· Its
unique spikey surface structure allowing the binding of
DNA/RNA;
· It is
relatively straightforward to manufacture and scale up;
· In
contrast to Lipid Nanoparticles which are known to evoke an immune
response, the inert nature of nanosilica particles makes this an
unlikely (subject to confirmation) feature of Nuvec®;
· The
addition of specific peptides and other ligands enables cellular
targeting;
· Any
payload is protected from enzymatic digestion and pH
exposure;
· It is
a simple process to load multiple siRNAs onto the same nanoparticle
for combination therapies;
· There
is quick and efficient cellular uptake and endosomal release
enabling delivery of large numbers of siRNA copies into each cell;
and
· It is
capable of oral delivery or oligonucleotides including siRNA and
DNA.
Liptide®
Liptide's® benefits
include:
· The
encapsulation of the payload by the lipid element to protect
it;
· The
peptide element allows efficient take up by the target
cell;
· Higher
delivery rates and specificity than traditional liposomal
vectors;
· High
tolerability making it suitable for regular, repeat
dosing;
· Improved safety profile compared to viral vectors;
and
· Like a
virus, Liptide® can bind to specific cell surface.
Oral Delivery
In April 2024, we announced
that the Company had, through its research
program with the University of Queensland ("UQ"), undertaken
further testing, in vivo, to show the successful
delivery of a Nuvec® capsule into the intestine where it released
its plasmid DNA payload to produce localised protein expression.
This work has reinforced the potential of Nuvec® as an oral
delivery system for multiple nucleotide payloads.
In this experiment, an
enterically-coated capsule containing PEGylated Nuvec® loaded with
plasmid DNA expressing ovalbumin was administered on day 0 and
subsequent capsules on day 3, day 6, day 9 with a booster capsule
at day 21. Protein expression was measured to be
significantly higher in the upper gastrointestinal tract of the
subject than controls (DNA alone and non-PEGylated DNA loaded
Nuvec®) up until day 25. In addition, a significantly higher
ovalbumin antibody response was measured at day 36 in the PEGylated
Nuvec® sample compared to control.
The work at UQ will now focus on
combining the oral delivery work we have done with our ability to
multiple load Nuvec® with more than one RNA. The aim for this is to
show how an oral product can both reduce the unwanted inflammation
in the gut associated with IBD whilst simultaneously helping the
body's anti-inflammatory response fight back. In vitro testing of this has begun and
we hope to have in vivo
testing underway before the end of the year.
We believe the market for such an
oral product to treat GI inflammation to be significant. Current
therapies for immune-medicated inflammatory diseases, such as IBD,
are sub-optimal requiring regular, painful, injections which can
result in reduced patient compliance. Injectable
products to treat these disorders represented 78% of a market
worth $20.4bn in 2023 and is expected to
grow by a CAGR of 3.9% to over $27.6nn by 2030¹. The ability to deliver an oral medication
targeting the same mechanism as the antibody-based therapeutics
would represent a preferable form of treatment. With 5 million
sufferers of the two main types of IBD (Crohn's disease and
ulcerative colitis) there is huge potential for a product to
address this market and it is estimated that the oral segment of
this market could be worth $7bn by 2030. There is a huge
market opportunity for such a product, mainly as an oral substitute
for the largest sector already of TNF inhibitors and to compete
with the inhibitor drugs being developed. If such a product could
take 50% share of the existing TNF inhibitor market and 25% of the
oral market, it would potentially be worth $12bn. Even
achieving just 10% of this at $1.2bn would give the product
significant potential.
(¹ 2023 Grand View Research, Inc.
Inflammatory Bowel Disease Treatment. MARKET ANALYSIS,
2018-2030).
Liptide® Glaucoma product -
ECP105
ECP105 represents a simple and
effective anti-fibrotic therapeutic approach which maximises and
increases surgical success in the treatment of Glaucoma by reducing
post-surgical scarring whilst avoiding exposing patients to the
risk of cytotoxic medication. Using Liptide® as a delivery system,
ECP105 contains a siRNA sequence to silence the fibrotic gene
MRTF-B without cytotoxic side effects.
During the period and year to date,
the work at Nanogenics has progressed positively despite being a
little slower than we would have liked. The in vitro proof of concept work carried
out at the University of Strathclyde demonstrated siRNA inhibition
of proteins related to fibrosis in ophthalmic indications. Delays
in providing the formulation of the product to Kings College London
has resulted in an initial pilot in vivo study. The results of the
pilot have shown that the new formulation made using microfluidics
is stable and is not toxic when administered in vivo.
One of the strategic decisions taken
during the period was to apply for orphan drug designation in
respect of ECP105 for which we submitted an application to the U.S.
Food and Drug Administration ("FDA") in early July, for the
prevention of scarring following glaucoma surgery. Obtaining orphan
drug status in the USA is expected to bring substantial cost and
time savings on the development work and once approved, seven years
of exclusivity. The result of the orphan drug application is
expected in the next six to eight weeks.
Nanogenics has also filed a patent
application in the UK for novel siRNA sequences that can be used as
part of the ECP105 development work.
Glaucoma currently affects 80
million people worldwide and the incidence of the disease is
estimated to grow to nearly 112 million by 2040. Trabeculectomy is
the current principal approach to glaucoma filtration surgery with
an estimated 300,000 surgeries a year worldwide. Fibrosis
following surgery can result in significant failure rates as high
as 50% after five years. Current treatment for this involves using
Mitomycin C off label to prevent surgery failure but this is a
highly toxic solution and one which ideally should be avoided. With
ECP105 designed to get approval for this approach but without all
the associated side effects, we believe it could represent a
significant market opportunity and one that we are in the process
of seeking to define though consultation with market
practitioners.
SRI International
As announced in August 2024, SRI has
successfully completed its chemistry work to show that a Fox Three
Molecular Guidance System ("MGS") can be linked to
Nuvec® without altering its loading
capacity. siRNA molecules can then be attached to the
combined Nuvec®/Fox Three MGS and SRI has demonstrated that this
molecular complex is internalised only by the targeted cell
type. Further testing of the targeted modified Nuvec® has
shown efficacy can be maintained in the target cell. These
two sets of data indicate that Nuvec® can be modified to target
individual tissue types with no loss of function with respect to
delivery of its payload. This ability to target different
tissue types, using a modified Nuvec®, represents a key
differentiator to competing nucleic acid delivery
approaches
On the back of this data we have
begun work on a combined marketing pitch deck allowing SRI and N4
Pharma to present this data and its implications to major pharma
and biotech companies who may be seeking a targeting delivery
system for their nucleic acid programs.
Going Forward
As outlined above, whilst we
continue to seek partners to work with based on the data
accumulated to date and with the work undertaken with SRI, our
focus is very much on gearing our studies towards two initial
products utilising N4's Nuvec® and Nanogenics'
proprietary LipTide® technologies.
The addition of Mike Palfreyman to
our board is, we consider, a real coup for a company of our size
and a fantastic endorsement of our assets. His experience is second
to none in our space and we believe he will prove invaluable in
assisting us in the advancement and commercialisation of Nuvec® and
LipTide® both in Europe and the US.
Outlook and strategy
Whilst our core strategy remains
unchanged - to generate sufficient proof-of-concept data to attract
larger pharmaceutical and biotechnology partners to enter into
collaborations with us to explore using Nuvec® as their chosen
delivery system for therapeutic agents - it has evolved. The
collaboration with SRI has served to enhance this data pool for our
core strategy with the significant ability of Nuvec® now being able
to target cells. Through our investment in Nanogenics and the
successful oral work we are now in a position to focus some of our
resources on the development of products with clearly addressable
and potentially material markets, these initially being IBD and
Glaucoma.
We believe that this is the right
strategy for the Company given where we sit today and increasingly
are able to attract the right partners and personnel to help us
achieve our goals.
On behalf of the Board, I would like
to thank all of our shareholders for their continued support and
look forward to providing further updates on our
progress.
Chris Britten
Chairman
24 September 2024
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|
|
Six months to 30 June
2024
|
|
Six months to 30 June
2023
|
|
Twelve months to 31 December
2023
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
£
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
3,906
|
|
-
|
|
1,953
|
|
Gross profit
|
|
|
3,906
|
|
-
|
|
1,953
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
costs
|
|
|
(114,030)
|
|
(192,630)
|
|
(619,392)
|
|
General and administration
costs
|
|
|
(379,924)
|
|
(452,276)
|
|
(717,980)
|
|
Costs of purchase of
investments
|
|
|
-
|
|
-
|
|
(89,175)
|
|
|
|
|
|
|
|
|
|
|
Operating loss for the period
|
|
|
(490,048)
|
|
(644,906)
|
|
(1,424,594)
|
|
|
|
|
|
|
|
|
|
|
Finance
(expenditure)/income
|
|
|
(1,657)
|
|
(1,244)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Loss
for the period before tax
|
|
|
(491,705)
|
|
(646,150)
|
|
(1,424,594)
|
|
|
|
|
|
|
|
|
|
|
Taxation
|
|
|
-
|
|
-
|
|
147,816
|
|
|
|
|
|
|
|
|
|
|
Loss
for the period after tax
|
|
|
(491,705)
|
|
(646,150)
|
|
(1,276,778)
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income net of
tax
|
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period
|
|
(491,705)
|
|
(646,150)
|
|
(1,276,778)
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year is attributable
to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity owners of N4 Pharma
Plc
|
|
|
(454,867)
|
|
(646,150)
|
|
(1,269,331)
|
|
NCI
|
|
|
(36,838)
|
|
-
|
|
(7,447)
|
|
|
|
|
(491,705)
|
|
(646,150)
|
|
(1,276,778)
|
|
|
|
|
|
|
|
|
|
|
Loss
per share attributable to owners of the
parent
|
|
|
|
|
|
Weighted average number of
shares:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
285,395,734
|
|
233,780,349
|
|
242,889,938
|
|
Diluted
|
|
|
285,395,734
|
|
233,780,349
|
|
242,889,938
|
|
|
|
|
|
|
|
|
|
|
Basic loss
per share
|
|
|
(0.16p)
|
|
(0.28p)
|
|
(0.52p)
|
|
Diluted
loss per share
|
|
|
(0.16p)
|
|
(0.28p)
|
|
(0.52p)
|
|
|
|
|
|
|
|
|
|
|
All activities derive from
continuing operations.
The notes below form an integral
part of these financial statements.
|
|
|
|
|
|
|
|
|
|
Notes
|
|
30 June
2024
|
|
30 June
2023
|
|
31 December
2023
|
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
£
|
|
£
|
|
£
|
|
Assets
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
61,210
|
|
-
|
|
61,210
|
|
|
|
|
61,210
|
|
|
|
61,210
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Trade and other
receivables
|
|
|
69,021
|
|
209,447
|
|
187,045
|
|
Cash and cash equivalents
|
|
|
1,204,946
|
|
1,289,769
|
|
1,027,112
|
|
|
|
|
1,273,967
|
|
1,499,216
|
|
1,214,157
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
1,335,177
|
|
1,499,216
|
|
1,275,367
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
|
(11,613)
|
|
(14,856)
|
|
(26,224)
|
|
Accruals and deferred
income
|
|
|
(44,428)
|
|
(38,921)
|
|
(55,502)
|
|
Total liabilities
|
|
|
(56,041)
|
|
(53,777)
|
|
(81,726)
|
|
|
|
|
|
|
|
|
|
|
Net
current assets
|
|
|
1,217,926
|
|
1,445,439
|
|
1,132,431
|
|
|
|
|
|
|
|
|
|
|
Net
Assets
|
|
|
1,279,136
|
|
1,445,439
|
|
1,193,641
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
4
|
|
9,849,946
|
|
9,205,946
|
|
9,345,946
|
|
Share premium
|
5
|
|
14,940,829
|
|
14,698,569
|
|
14,874,469
|
|
Share option reserve
|
6
|
|
114,225
|
|
107,385
|
|
107,385
|
|
Reverse acquisition
reserve
|
5
|
|
(14,138,244)
|
|
(14,138,244)
|
|
(14,138,244)
|
|
Merger relief reserve
|
5
|
|
279,347
|
|
279,347
|
|
279,347
|
|
Retained earnings
|
|
|
(9,796,134)
|
|
(8,707,564)
|
|
(9,341,267)
|
|
Non Controlling interest
|
9
|
|
29,167
|
|
-
|
|
66,005
|
|
|
|
|
|
|
|
|
|
|
Total Equity
|
|
|
1,279,136
|
|
1,445,439
|
|
1,193,641
|
|
|
|
|
|
|
|
|
|
|
1. Corporate
Information
N4 Pharma Plc (the "Company"), is
the holding Company for N4 Pharma UK Limited ("N4 UK"), and
Nanogenics Limited ("Nanogenics"), and together form the Group (the
"Group"). N4 Pharma UK Limited is a specialist pharmaceutical
company engaged in the development of mesoparticulate silica
delivery systems to improve the cellular delivery and potency of
vaccines.
Nanogenics is a specialist
pharmaceutical company engaged in the development of a
Liptide@ platform
to deliver a proprietary siRNA sequence to silence a fibrotic
gene.
The Company was incorporated and
registered in England and Wales on 6 July 1979 as a public limited
company and its shares are admitted to trading on AIM (LSE: N4P).
The Company's registered office is located at 6th Floor, 60
Gracechurch Street, London, EC3V 0HR.
2. Accounting
Policies
Adoption of New and Revised International Financial Reporting
Standards
There are no new standards or
amendments effective in the period ended 30 June 2024 which have
had a material impact.
Basis of Preparation:
The Group's condensed consolidated
interim financial statements have been prepared in accordance with
International Accounting Standard ("IAS") 34, "Interim Financial
Reporting".
The annual consolidated financial
statements for the year ended 31 December 2023 were prepared in
accordance with International Financial Reporting Standards
("IFRS") as adopted by the United Kingdom.
The condensed consolidated interim
financial information for the six months ended 30 June 2024 are
unaudited. In the opinion of the Directors, the condensed
consolidated interim financial information presents fairly the
financial position, and results from operations and cash flows for
the period.
These condensed consolidated interim
financial statements been prepared on the basis of accounting
principles applicable to a going concern.
The Group prepares regular business
forecasts and monitors its projected cash flows, which are reviewed
by the Board. Forecasts are adjusted for reasonable sensitivities
that address the principal risks and uncertainties to which the
Group is exposed, thus creating a number of different scenarios for
the Board to challenge. In those cases, where scenarios deplete the
Group's cash resources too rapidly, consideration is given to the
potential actions available to management to mitigate the impact of
one or more of these sensitivities, in particular the discretionary
nature of costs incurred by the Group, in order to ensure the
continued availability of funds.
The financial statements are
presented in Sterling, which is the Group's functional currency as
the UK is the primary environment in which it operates.
Basis of Consolidation:
These condensed consolidated interim
financial statements have been prepared in accordance with IFRS 10,
as a result of the consolidation of the Company, N4 UK and
Nanogenics, for the comparative six month period ended 30 June 2023
and the comparative twelve month period to 31 December 2023 and the
current six month period ended 30 June 2024.
Significant Accounting Policies:
The condensed consolidated interim
financial statements have been prepared under the historical cost
convention, as modified for the following items, in accordance with
International Financial Reporting Standards ('IFRS') as adopted by
the United Kingdom:
•
Share-based payments related to investment acquisition are measured
at fair value shown in the Merger Reserve.
•
Share-based payments related to employee costs are measured at fair
value shown in the Statement of
Comprehensive Income.
• The
associated Share Options are measured at fair value using the Black
Scholes model (see note 6).
All accounting policies are
consistent with those applied in the Annual Report and there have
been no amendments or changes in accounting policies during the
period.
Segmental reporting:
The Group operated in one business
segment, that of the development and commercialisation of medicines
via its delivery system called Nuvec® and its liptide platform
called ECP105.
The Directors consider that there
are no identifiable business segments that are subject to risks and
returns different to the core business. The information reported to
the Directors, for the purposes of resource allocation and
assessment of performance, is based wholly on the overall
activities of the Group.
Seasonality
The nature of the business is not
deemed to be impacted by seasonal fluctuations and as such
performance is expected to be consistent.
3. Critical Accounting
Judgements and Estimates
The preparation of the condensed
consolidated interim financial statements in conformity with IFRS
requires management to make certain estimates, assumptions and
judgements that affect the application of accounting policies and
the reported amounts of assets and liabilities and the reported
amounts of income and expenses during the reporting
period.
Estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimates are revised and
in any future periods affected.
In the process of applying the
Group's accounting policies, management has decided the following
estimates and assumptions are material to the carrying amounts of
assets and liabilities recognised in the condensed consolidated
interim financial statements.
Critical judgements
Research and development expenditure
The key judgements surrounding the
Research & Development expenditure is whether the expenditure
meets the criteria for capitalisation. Expenditure will only be
capitalised when the recognition criteria is met and is otherwise
written off to the Consolidated Statement of Comprehensive
Income.
The recognition criteria include the
identification of a clearly defined project with separately
identifiable expenditure where the outcome of the project, in terms
of its technical feasibility and commercial viability, can be
measured or assessed with reasonable certainty and that sufficient
resources exist to complete a profitable project. In the event that
these criteria are met, and it is probable that future economic
benefit attributable to the product will flow to the Group, then
the expenditure will be capitalised.
4. Share
Capital
Allotted, called up and fully
paid
|
|
30 June 2024
(Unaudited)
|
30 June 2023
(Unaudited)
|
31 Dec 2023
(Audited)
|
|
|
£
|
£
|
£
|
394,780,379 Ordinary Shares of 0.4p
each (30 June 2023: 233,780,379 and 31 December 2023: 268,780,349
Ordinary shares of 0.4p each)
|
|
1,579,121
|
935,121
|
1,075,121
|
137,674,431 Deferred Shares of 4p
each
|
|
5,506,977
|
5,506,977
|
5,506,977
|
279,176,540 Deferred Shares of 0.99p
each
|
|
2,763,848
|
2,763,848
|
2,763,848
|
|
|
|
|
9,849,946
|
9,205,946
|
9,345,946
|
|
|
|
|
|
|
|
All ordinary shares rank equally in
all respects, including for dividends, shareholder attendance and
voting rights at meetings, on a return of capital and in a
winding-up.
During the period 118,000,000 new
ordinary shares of 0.4p each were issued through a placing and
8,000,000 new ordinary shares of 0.4p each were issued through a
subscription in June 2024 at a share price of 0.5p per share
generating gross proceeds of £630,000.
The 137,674,431 deferred shares of
4p, have no right to dividends nor do the holders thereof have the
right to receive notice of or to attend or vote at any general
meeting of the Company. On a return of capital or on a winding up
of the Company, the holders of the deferred shares shall only be
entitled to receive the amount paid up on such shares after the
holders of the ordinary shares have received the sum of £1,000,000
for each ordinary share held by them.
The 279,176,540 deferred shares of
0.99p shall be entitled to receive a special dividend, which is
payable upon the repayment to the Company of any amount owed under
certain loan agreements, after which the Company shall, in priority
to any distribution to any other class of share, pay to the holders
of the Special Deferred Shares an aggregate amount equal to the
amount repaid pro rata according to the number of such shares paid
up as to their nominal value held by each shareholder. They shall
be entitled to no other distribution save for a special dividend
and shall not be entitled to receive notice of or attend or vote at
a general meeting of the Company. On a return of capital on a
winding up of the Company, they shall only be entitled to receive
the amount paid up on such shares up to a maximum of 0.99 pence per
share after the holders of the Ordinary Shares and the Deferred
Shares of 4p have received their return on capital.
5. Reserves
The share premium account represents
the amount received on the issue of ordinary shares by the Company
in excess
of their nominal value less issue
costs and is non-distributable.
The merger relief reserve arose on
the Company's acquisition of N4 UK and consists of both the
consideration shares and deferred consideration amounting to
£279,347. There is no legal share premium on the shares issued as
consideration as section 612 of the Companies Act 2006, which deals
with merger relief, applies in respect of the
acquisition.
The reverse acquisition reserve
arises due to the elimination of the Company's investment in N4 UK.
Since the shareholder in N4 UK became a shareholder of the Company,
the acquisition is accounted for as though the legal acquiree (N4
UK) is the accounting acquirer.
Share premium
reserve
The share premium reserve comprises
the excess of consideration received over the par value of the
shares issued, plus the nominal value of share capital at the date
of redesignation at no par value.
Share option
reserve
The share option reserve comprises
the fair value of options granted, less the fair value of lapsed
and expired options.
Retained
earnings
Retained earnings comprises of
accumulated results to date.
6. Share-based Payments and
Share Option Reserve
Options
The Company
has the ability to issue options to Directors to compensate them
for services rendered and incentivise them to add value to the
Group's longer-term share value. Equity settled share-based
payments are measured at fair value at the date of grant. The fair
value determined is charged to the Statement of Comprehensive
Income on a straight-line basis over the vesting period based on
the Group's estimate of the number of share options that will
vest.
Cancellations of equity instruments
are treated as an acceleration of the vesting period and any
outstanding charge is recognised in full immediately.
Fair value is measured using a Black
Scholes pricing model. The key assumptions used in the model have
been adjusted based on management's best estimate for the effects
of non-transferability, exercise restrictions and behavioral
considerations. The inputs into the model were as
follows:
|
2017
Options
|
2018
Options
|
2019
Options
|
2020
Options
|
|
|
|
|
|
Share price
|
6.375p
|
6.6p
|
3.55p
|
4.8p
|
Exercise price
|
7p
|
6.6p
|
3.55p
|
4.8p
|
Expected volatility
|
27.2%
|
45.2%
|
37.4%
|
29.9%
|
Expected option life
|
3
years
|
6.5
years
|
6.5
years
|
6.5
years
|
Risk free rate
|
4.75%
|
5.00%
|
5.00%
|
5.00%
|
As at 30 June 2024, there were
7,046,513 (30 June 2023: 7,046,513, 31 December 2023: 7,046,513)
options in existence over ordinary shares of the
Company.
Options in existence during the
current and previous periods and year are as follows:
Name
|
Date of
Grant
|
Ordinary shares under
option
|
Expiry Date
|
Exercise Price
£
|
2015 Options
|
|
|
|
|
Gavin Burnell
|
14.10.15
|
1,351,210
|
14.10.25
|
2.8p
|
Luke Cairns
|
14.10.15
|
675,302
|
14.10.25
|
2.8p
|
|
|
|
|
|
2017 Options
|
|
|
|
|
Luke Cairns
|
03.05.17
|
717,143
|
03.05.27
|
7p
|
David Templeton
|
03.05.17
|
717,143
|
03.05.27
|
7p
|
Paul Titley
|
03.05.17
|
717,143
|
03.05.27
|
7p
|
|
|
|
|
|
2019 Options
|
|
|
|
|
John Chiplin
|
21.05.19
|
717,143
|
21.05.29
|
3.55p
|
Christopher Britten
|
21.05.19
|
717,143
|
21.05.29
|
3.55p
|
|
|
|
|
|
2020 Options
|
|
|
|
|
David Templeton
|
18.05.20
|
717,143
|
18.05.30
|
4.8p
|
Luke Cairns
|
18.05.20
|
717,143
|
18.05.30
|
4.8p
|
|
|
|
|
|
Total options
|
|
7,046,513
|
|
|
Each option entitles the holder to
subscribe for one ordinary share in N4 Pharma Plc. Options do not
confer any voting rights on the holder.
The aggregate fair value of the
share options issued is as follows:
|
|
30 June 2024
(Unaudited)
|
|
30
June 2023 (Unaudited)
|
31 Dec 2023
(Audited)
|
|
|
£
|
|
£
|
£
|
2015 Options
|
|
18,492
|
|
18,492
|
18,492
|
2017 Options
|
|
26,884
|
|
26,884
|
26,884
|
2019 Options
|
|
22,793
|
|
22,793
|
22,793
|
2020 Options
|
|
27,223
|
|
27,223
|
27,223
|
|
|
95,392
|
|
95,392
|
95,392
|
Warrants
Warrants in existence during the
current and previous year are as follows:
Date of Grant
|
Ordinary shares under
option
|
Expiry Date
|
Exercise Price
£
|
Fair value
at 30 June 2024 £
|
|
|
|
|
|
25.11.22
|
3,162,000
|
24.11.25
|
0.02
|
11,993
|
07.06.24
|
7,560,000
|
06.06.27
|
0.005
|
6,840
|
|
|
|
|
|
The warrants entitle holders to
subscribe for new ordinary shares at any time in the period of
three years following the grant of the warrants. The expiry date
for the warrants is 24 November 2025 and 6 June 2024.
Fair value is measured using a Black
Scholes pricing model.
An amount of £6,840 has been
recognised in the Share Premium and in the Share Option Reserve in
relation to the warrants (30 June 2023: £nil).
7. Earnings per Share
Basic earnings per share is
calculated by dividing the loss after tax attributable (excluding
the deemed cost of acquisition) to the equity holders of the
Company by the weighted average number of shares in issue during
the period.
Diluted earnings per share is
calculated by adjusting the weighted average number of shares
outstanding to assume conversion of all potential dilutive shares,
namely share options and warrants which could be bought for less
than a market price.
8. Interest in other
entities
The Group's principal subsidiaries
at 30 June 2024 are set out below. Unless otherwise stated, they
have share capital consisting solely of ordinary shares that are
held directly by the Group, and the proportion of ownership
interests held equals the voting rights held by the Group. The
country of incorporation or registration is also their principal
place of business.
Name of entity
|
Place of business/country of incorporation
|
Ownership interest held by the group
|
Ownership interest held by non-controlling
interests
|
Principal activities
|
|
|
30
June 2024
%
|
30
June 2023
%
|
30
June 2024
%
|
30
June 2023
%
|
|
|
|
|
|
|
|
|
Nanogenics Limited
|
UK
|
70.82
|
-
|
29.18
|
-
|
Research and experimental
development on biotechnology
|
N4 Pharma UK Limited
|
UK
|
100
|
100
|
-
|
-
|
Delivery of vaccines and
therapeutics
|
|
|
|
|
|
|
| |
9. Non-controlling
interest
Below is financial information for
Nanogenics given that it has non-controlling interest that is
material to the Group.
Statement of Financial
Position
|
30 June
2024
£
|
30 June
2023
£
|
31 Dec
2023
£
|
Current Assets
|
106,805
|
-
|
239,833
|
Current liabilities
|
(6,849)
|
-
|
(13,633)
|
Current Net assets
|
99,956
|
-
|
226,200
|
Accumulated NCI
|
29,167
|
-
|
66,005
|
Statements of Comprehensive
Income
|
30 June
2024
£
|
30 June
2023
£
|
31 Dec
2023
£
|
Revenue
|
3,906
|
-
|
1,953
|
Expenses
|
(130,151)
|
-
|
(27,475)
|
Loss for the period
|
(126,245)
|
-
|
(25,522)
|
Loss allocated to NCI
|
(36,838)
|
-
|
(7,447)
|
|
|
|
|
10.
Subsequent Events
Mike Palfreyman has been appointed
as a Non-Executive Director as of 9 September 2024.
There were no further significant
subsequent events that require adjustment or disclosure in these
condensed consolidated interim financial statements.