Preliminary Results for the Year Ended 31 December 2022
28 April 2023
Biodexa Pharmaceuticals PLC
(“Biodexa” or the “Company” or, together with its subsidiaries, the “Group”)
Preliminary Results for the Year Ended 31 December 2022
Biodexa Pharmaceuticals PLC (Nasdaq: BDRX), a clinical-stage biopharmaceutical company developing a pipeline of products aimed at primary and metastatic cancers of the brain, announces its audited preliminary results for the year ended 31 December 2022.
For more information, please contact:
Biodexa Pharmaceuticals PLC
Stephen Stamp, CEO, CFO
Tel: +44 (0)29 2048 0180
Edison Group (US Investor Relations)
Alyssa Factor
Tel: +1 (860) 573 9637
Email: afactor@edisongroup.com
| About Biodexa Pharmaceuticals PLC Biodexa Pharmaceuticals PLC (listed on NASDAQ: BDRX) is a clinical stage biopharmaceutical company developing a pipeline of products aimed at primary and metastatic cancers of the brain. The Company’s lead candidate, MTX110, is being studied in aggressive rare/orphan brain cancer indications including recurrent glioblastoma and diffuse midline glioma. MTX110 is a liquid formulation of the histone deacetylase (HDAC) inhibitor, panobinostat. This proprietary formulation enables delivery of the product via convection-enhanced delivery (CED) at potentially chemotherapeutic doses directly to the site of the tumour, by-passing the blood-brain barrier and avoiding systemic toxicity. Biodexa's headquarters and R&D facility is in Cardiff, UK. For more information, please visit www.biodexapharma.com |
Forward-Looking Statements
Certain statements in this announcement may constitute "forward-looking statements" within the meaning of legislation in the United Kingdom and/or United States Private Securities Litigation Reform Act. All statements contained in this announcement that do not relate to matters of historical fact should be considered forward-looking statements.
Reference should be made to those documents that Biodexa shall file from time to time or announcements that may be made by Biodexa in accordance with regulations promulgated by the US Securities and Exchange Commission, which contains and identifies other important factors that could cause actual results to differ materially from those contained in any projections or forward-looking statements. These forward-looking statements speak only as of the date of this announcement. All subsequent written and oral forward-looking statements by or concerning Biodexa are expressly qualified in their entirety by the cautionary statements above. Except as may be required under the relevant law in the United States, Biodexa does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise arising.
INTRODUCTION
Headquartered in Cardiff, UK, and quoted on NASDAQ in the US, Biodexa is a clinical-stage biotechnology company with three enabling drug delivery technologies. The Company de-listed from the AIM market as of 26 April 2023.
STRATEGY
Since the Strategic Review, and throughout 2022, we pursued a strategy of broadening our R&D pipeline by initiating internal programmes, collaborating with third party pharmaceutical companies on their proprietary active pharmaceutical ingredients, or APIs, and adding new indications to MTX110. New internal programmes were selected and prioritised based on the expected time to deliver proof-of-concept data for potential partnering.
Other than adding a second R&D collaboration with Janssen Pharmaceutica NV, for reasons not always within our control, we were not successful in finding partners for our internal Q-Sphera pipeline. As our cash runway ran down, and the market for biotech financing worsened in 2022, we considered the opportunities for refinancing the Company as a drug delivery company were limited. Accordingly, we concluded that repositioning the Company as a therapeutics company, focused on rare and orphan products in a merger with Bioasis Technologies, Inc. (Bioasis) with an attendant
Following the repositioning of the Company, our priorities for 2023 reflect our modified strategy as follows:
| Strategic Imperatives | Progress in 2022 | Priorities for 2023 |
| Advance our clinical -stage assets through to proof-of-concept data | We announced the recruitment of our first patient in the first cohort of a Phase I study of MTX110 in recurrent GBM (rGBM) in two clinical centres in the US. | In respect of our Phase I study in rGBM, deliver interim safety and efficacy data (in the form of Progression Free Survival data) in respect of Cohort A patients and recruit Cohort B patients. Finalise recruitment of our second Phase I study in DIPG and report safety data. Accelerate recruitment of our Phase I study in medulloblastoma. |
| Develop and broaden applications for our three primary drug delivery technologies | Having discovered we could encapsulate and retain the functional integrity of a monoclonal antibody, we explored additional potential applications for our Q-Sphera technology including antibody drug conjugates (ADCs) and BiTes. We completed our assignment under our first R&D collaboration with Janssen, including optimising drug loading of Janssen’s proprietary large molecule using our Q-Sphera technology. | Generate in vivo data to demonstrate intratumoral delivery of drugs using our proprietary technology. Explore opportunities for MTX110 in combination therapy for brain and metastatic CNS cancer. Expand further our patent portfolio to cover new inventions and divisionals to strengthen existing patent families. |
| Enter into R&D collaborations at the feasibility stage and/or licenses at proof-of-concept stage with third parties. | In January 2022 and again in March 2022, we announced two R&D collaborations with Janssen. We have been tasked with maximizing drug loading and optimizing in vitro duration of release for two of Janssen’s experimental large molecules using our Q-Sphera technology. | Enter into R&D collaborations with third parties to formulate their proprietary molecules using our technology platforms. Seek a partner to develop, or co-develop, MTX110 once preliminary data from our Phase I study in recurrent GBM become available. |
| Seek opportunities to diversify our pre-clinical and clinical-stage pipeline | We explored additional indications for MTX110 during the year although the decision to reposition the Company into a therapeutics (as opposed to drug delivery) company was actioned in early 2023. We added a new research programme coded MTD217 focused on developing new therapeutics options for metastatic cancers including leptomeningeal disease. | Identify and acquire at least one development asset to in-license, ideally in oncology and for a rare/orphan indication. Initiate additional preclinical studies to assess the potential for MTD217 inhibitors in leptomeningeal disease. |
| Provide a healthy and stimulating environment in which our staff members can continue to thrive and innovate | We have been compliant with ISO 9001 since 2014. During the year, we introduced a new COSHH assessment procedure to better quantify the safety of chemicals and third parties’ APIs being deployed in our laboratories. | Continue to monitor third party advice and regulation to maintain a safe environment for our staff members. Develop individualised learning programmes for staff members through participation in conferences, webinars and/or training programmes. |
BUSINESS MODEL
Following our Strategic Review in March 2020, we reverted to a traditional biotech business model. We aimed to deploy our proprietary technologies to develop proof-of-concept formulations and then enter into licensing agreements with third party pharmaceutical companies.
In order to make the Company more investable and secure additional financing, the Board decided to reposition the Company as a therapeutics (as opposed to drug delivery) company in early 2023. As a result, the delivery of proof-of-concept clinical data is the primary focus of our business model going forward.
Development
Our intention is to build a balanced portfolio of clinical-stage development assets, ideally focused on oncology and on rare/orphan indications. Our only current clinical-stage asset, MTX110 is in Phase I development for three rare/orphan brain cancers.
Our R&D programmes may, like MTX110, be based on one or more of our enabling technologies.
Our aim is to enter into R&D collaborations with third parties to develop proof-of-concept formulations of their proprietary compounds using our proprietary drug delivery technologies. We will not be expanding our internal pipeline of drug delivery based programmes.
Manufacturing
To establish proof-of-concept in pre-clinical studies for potential licensees, we are able to manufacture non-GMP Q-Sphera products at pilot scale at our Cardiff facility. Upon securing a license partner who wishes to start clinical studies, our intention would be to technology transfer GMP manufacture of clinical trial supplies and ultimately full GMP commercial manufacture to a third party CMO. We would expect a licensee to assume the cost of manufacturing GMP product and commercial scale-up pursuant to a technology transfer agreement.
MTX110 is currently being manufactured to GMP standards at a CMO.
Commercialisation
Once proof-of-concept has been established, we intend to seek to license our products to a partner who would complete the clinical development and subsequently market and sell them in the licensed territory. In addition to reimbursement of development costs, the partner would be expected to make milestone payments based on sales targets and royalty payments.
Our development pipeline includes six projects of which one is partnered with Janssen:
CLINICAL-STAGE ASSETS
MTX110
Using our MidaSolve technology in combination with panobinostat, an otherwise insoluble drug, MTX110 is designed for direct-to-tumour treatment of intractable brain cancers. Panobinostat is currently marketed under the brand Farydak® which is used orally in combination therapy for the treatment of multiple myeloma. We are currently researching the utility of MTX110 to proof-of-concept stage in three indications:
Glioblastoma Multiforme (GBM):
GBM is the most common and aggressive form of brain cancer in adults, usually occurring in the white matter of the cerebrum. Treatments include radiation, surgical resection and chemotherapy, although in almost all cases tumours recur. There are approximately 2-3/100,000(1) population diagnoses of GBM per annum. Survival with standard of care treatment ranges from approximately 13 months in unmethylated MGMT patients to approximately 30 months in highly methylated MGMT patients(2).
Following IND approval in December 2021, we are in the process of recruiting patients in a Phase I study to assess the utility of MTX110 in recurrent GBM. The Phase I study is an open-label, dose escalation study designed to assess the feasibility and safety of intermittent infusions of MTX110 administered by convection enhanced delivery (CED) via implanted refillable pump and catheter. The study aims to recruit two cohorts, each with a minimum of four patients; the first cohort will receive MTX110 only and the second cohort will receive MTX110 in combination with lomustine.
Diffuse Intrinsic Pontine Glioma (DIPG):
DIPG tumours are located in the pons (middle) of the brain stem and are diffusely infiltrating. Occurring mostly in children, approximately 1,000 patients(3) worldwide are diagnosed with DIPG per annum and median survival is approximately 10 months(4). There is no effective treatment since surgical resection is not possible. The standard of care is radiotherapy, which transiently improves symptoms and survival. Chemotherapy does not improve survival and one likely reason is that many anti-cancer drugs cannot cross the blood-brain barrier to access the tumour.
In October 2020, we reported the first-in-human study by the University of California, San Francisco (“UCSF”) of MTX110 in DIPG using a convection enhanced delivery (“CED”) system. The Phase I study established a recommended dose range for Phase II, a good safety and tolerability profile but also encouraging survival data in the seven patients treated.
Medulloblastoma:
Medulloblastomas are malignant embryonal tumours that start in the cerebellum. They are invasive and, unlike most brain tumours, spread through the cerebrospinal fluid (“CSF”) and frequently metastasize to different locations in the brain and spinal cord. Treatments include resection, radiation and chemotherapy. Approximately 350 patients(5) are diagnosed with medulloblastoma per annum and 3,800 people are living with the disease in the US. The cumulative survival rate is approximately
The University of Texas is undertaking a Phase I exploratory study in recurrent medulloblastoma patients using direct administration of MTX110 into the fourth ventricle, enabling it to circulate throughout the CSF.
(1) American Association of Neurosurgeons
(2) Radke et al (2019). Predictive MGMT status in a homogeneous cohort of IDH wildtype glioblastoma patients. Acta Neuropathologica Communications 7:89 Online: https://doi.org/10.1186/s40478-019-0745-z
(3) Louis DN, Ellison DW, et al. The 2016 World Health Organization Classification of Tumors of the Central Nervous System: a summary. Acta Neuropathol 2016; 131:803–820
(4) Jansen et al, 2015. Neuro-Oncology 17(1):160-166
(5) Aboian et al (2018). Neuro-Oncology Practice, Volume 5, Issue 4, December 2018
(6) Smoll NR (March 2012). "Relative survival of childhood and adult medulloblastomas and primitive neuroectodermal tumors (PNETs)". Cancer. 118 (5): 1313–22
TECHNOLOGIES
Q-Sphera
Our Q-Sphera technology employs 3-D printing techniques to encapsulate medicines in polymer-based bioresorbable microspheres. The microspheres may be injected to form depots in the body which release drug over predictable, sustained periods from one week up to several months. The features and benefits of Q-Sphera technology offer numerous potential advantages to patients and payors compared with immediate release products and other polymer-based technologies.
MidaSolve
Our MidaSolve technology increases the aqueous solubility of certain classes of anti-cancer drugs using complexes that solubilize these agents in water, thereby enabling them to be injected in liquid form directly into tumours.
The MidaSolve complexation agents (cyclodextrins) comprise a hydrophobic inner surface and a hydrophilic outer surface, and as a result are capable of forming host-guest complexes with normally water-insoluble molecules. The hydrophobic, poorly water-soluble drug associates with the inner, more hydrophobic surface of the MidaSolve host, while the hydrophilic outer surface allows the complex to dissolve at biological pH.
MidaCore
Our MidaCore technology platform is based on ultra-small gold nanoparticle (GNP) drug conjugates, which at 2-4nm are among the smallest particles in biomedical use. They are composed of a core of gold salts decorated with an array of therapeutic and/or targeting ligands. The small size and multi-functional arrangement around the gold core underpin the ability to improve biodistribution and target tumour and/or immune sites.
MidaCore design and synthesis GNP technology enables the production of nano-medications, which we believe are five-to-tenfold smaller than any other delivery vehicle in medical use.
CHIEF EXECUTIVE’S REVIEW
Introduction
With probably the most challenging market backdrop since the financial crisis in 2008/09 for financing biotech companies, 2022 was dominated by efforts to refinance the Company before its cash runway was due to expire in the first quarter of 2023. These efforts included our proposed acquisition of Bioasis and financing which was voted down by a group of shareholders followed by a successful, smaller financing and shift in strategic focus in early 2023.
Commercial Update
We made some incremental steps with our commercial strategy in 2022. In January we announced that Janssen had extended our R&D collaboration to optimise the drug loading and in vitro dissolution of a proprietary Janssen protein using our Q-Sphera technology. In March we announced that Janssen had further extended the collaboration to include the optimisation of drug loading and in vitro dissolution of a second protein. We have met our objectives with the first assignment and continue to work on the second.
R&D Update
MTX110
Employing our MidaSolve technology, MTX110 solubilises panobinostat, a histone deacetylase (HDAC) inhibitor currently used in the treatment of multiple myeloma. In a liquid formulation as MTX110, panobinostat can be delivered directly to a patient's tumour under constant pressure via a catheter system (Convection Enhanced Delivery, or "CED"), thereby bypassing the blood-brain barrier and allowing for high drug concentrations and broader drug distribution in and around the tumour while simultaneously minimising systemic toxicity and other side effects.
During 2021, following receipt of promising pre-clinical data from tumour models and in vitro patient-derived cell lines, we reprioritised our development of MTX110 in favour of GBM, potentially a very significant opportunity with annual diagnoses of 2-3/100,000 population and global market potential of US
We initially began developing MTX110 for DIPG, the ultra-rare, highly aggressive and inoperable form of childhood brain cancer. We have an ongoing Phase I study in the US with one more patient required for completion. We are also evaluating the utility of MTX110 in medulloblastoma in a pilot study at the University of Texas.
Q-Sphera
Development programmes in our internal Q-Sphera pipeline are designed to address large markets but also offer significant clinical benefits compared with current therapies and, importantly for reimbursement, savings to the healthcare system.
MTD211 (Q-brexpiprazole)
We have developed a long-acting formulation of brexpiprazole. In in vivo studies, MTD211 demonstrated that a single dose is expected to deliver therapeutic blood levels of brexpiprazole over a period of approximately three months. Marketed under the brand name Rexulti®, brexpiprazole is indicated for the treatment of schizophrenia and adjunctive treatment of major depressive disorder (MDD) and is currently only available as an immediate release oral tablet. The market for anti-psychotic drugs has shifted towards long-acting formulations for reasons of improved patient compliance and lowering of payor costs associated with patient hospitalisation events. MTD211 is available for licensing.
MTX223 Q-Protein, partnered with Janssen
We are continuing to collaborate with Janssen on a second large molecule to optimize drug loading and in vitro dissolution profiles.
MidaSolveMTD217 (MTX110 plus an oxphosphorylation inhibitor)
Our recently initiated MTD217 programme explores simultaneous inhibition of aerobic glycolysis and oxphosphorylation, key metabolic pathways for cancer cells. Our programme is centred around a number of new water-soluble drug formulations that can be easily infused or injected simultaneously, or sequentially, directly into the cancer microenvironment, disrupting metabolic functions in a highly localised manner and limiting off-target toxicity. We have already demonstrated up to a six-fold synergistic effect of administering MTX110, with an oxphosphorylation inhibitor in vitro in three patient-derived cell lines. On the back of those data, we have established new patent positions to protect these combination formulations.
Our initial target is treatment of leptomeningeal disease, a lethal complication in which metastatic cancer cells invade the cerebrospinal fluid and central nervous system. In collaboration with several large academic centres, we are now accelerating preclinical studies to generate proof of concept data that can support a future clinical trial application.
MidaCore
We are using our GNP technology to engineer a formulation of methotrexate for the topical treatment of psoriasis. Pre-clinical data have shown that MTX114 normalises skin thickness in mouse psoriatic skin models. There are estimated to be over 100 million(2) people who suffer from psoriasis worldwide. MTX114 is available for licensing.
(1) Jansen et al, 2015. Neuro-Oncology 17(1):160-166
(2) Psoriasis.org
Strategic Repositioning in 2023
Since our
Bioasis
In response to the lack of appetite to refinance a drug delivery platform company, the Board looked for opportunities to merge or acquire other companies to create a more investable therapeutics company. Accordingly, the Board proposed an acquisition of Bioasis, a multi-asset company listed on the TSX-V exchange with two platform technologies that had been validated by partnerships and licenses with pharmaceutical companies with potential milestone payments totalling in excess of US
Financing
After the General Meeting on 23 January 2023 at which the Bioasis acquisition and financing were voted down, we had only a short time to secure funding, failing which the Directors would have no option other than to place the Group in Administration. At this time, the Company engaged Quantuma Advisory Limited, a specialist business advisory firm, to advise the Board on its obligations to creditors, in particular. Ultimately, we were successful in raising
Repositioning the Company as a Therapeutics Company
In the course of raising additional finance for the Company in late 2022 and early 2023, it became clear that a therapeutics company was more investable than a drug delivery platform company. Accordingly, the Board determined that the Company should be repositioned as a therapeutics company supported by three enabling technologies. Going forward, our priority will be moving our development programmes into the clinic and generating clinical data to demonstrate proof-of-concept. We intend to continue our existing, and seek new, R&D collaborations for our drug delivery technologies but we will not be expanding our internal drug delivery platform.
De-listing from AIM
The Board decided to cancel the Company’s AIM listing for a number of reasons including: an increasingly smaller proportion of trading in the Ordinary Shares is conducted on AIM compared to NASDAQ; improved liquidity through concentration of trading in the Company’s securities on a single market; and the cost, management time commitment and the burden of complying with the AIM Rules and maintaining a quotation on AIM is duplicative of that for complying with the NASDAQ rules. In addition, the Company intends to seek opportunities to expand its pipeline through the acquisition and/or in-licensing of additional development programmes. Given the Company’s market capitalisation, transactions are likely to be deemed reverse takeovers under AIM rules, requiring suspension and relisting via a new Admission Document which is both time-consuming and costly.
Change of Name
Our intention that repositioning as a therapeutics company should represent a ‘fresh start’ for the Company. To reflect this change the Company’s name was changed to Biodexa Pharmaceuticals PLC following a General Meeting on 24 March 2023.
Restructuring in 2023
In March 2023, in order to better align our resources with our repositioning as a therapeutics company, we undertook a cost-reduction programme which included making redundant seven staff members. At a one-time cost of
Outlook
The financing environment for biotech companies in general, and small and micro-cap companies in particular, is extremely challenging. While we have secured financing into the fourth quarter of 2023, the Company remains open to opportunities to acquire assets and/or merge with other companies to both broaden the R&D portfolio and make Biodexa more investable.
FINANCIAL REVIEW
Introduction
Biodexa Pharmaceuticals PLC (the "Company") was incorporated as a company on 12 September 2014 and is domiciled in England and Wales.
Financial analysis
Key performance indicators
| 2022 | 2021 | Change | |||
| Total gross revenue(1) | |||||
| R&D expenditure | |||||
| R&D as % of operating costs | n/a | ||||
| Net cash (outflow)/inflow for the year | ( | n/m | |||
| (1) | Total gross revenue represents collaboration income. | ||||
Revenue
In the year ended 31 December 2022, Biodexa generated consolidated total gross revenue of
Research and development expenditure
Research and development costs increased by
Administrative costs
Administrative costs in the year increased by
Impairment of intangible assets
There was no impairment charge against intangible assets in 2022 and 2021.
Staff costs
During the year, the average number of staff increased to 27 (2021: 20), reflecting the investment in the in-house research and development team. Total staff cost increased
Capital expenditure
The total cash expenditure on property plant and equipment in 2022 was
Cash flow
Net cash outflow from operating activities in 2022 was
Investing activities outflow in 2022 of
Financing activities inflow in 2022 of
As a result of the foregoing, net cash outflow for the year was
Share consolidation and ADS Ratio
At a General Meeting on 24 March 2023, shareholders approved a consolidation of the Company’s Ordinary Shares on a one for 20 basis. As a result the par value of the Ordinary Shares was changed from
Going Concern
The Group and Company has experienced net losses and significant cash outflows from cash used in operating activities over the past years as it develops its portfolio. For the year ended 31 December 2022, the Group incurred a consolidated loss from operating activities of
The Group’s future viability is dependent on its ability to raise cash from financing activities to finance its development plans until commercialisation, generate cash from operating activities and to successfully obtain regulatory approval to allow marketing of its development products. The Group’s failure to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies.
The Group's consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
As at 31 December 2022, the Group had cash and cash equivalents of
The Directors have prepared cash flow forecasts and considered the cash flow requirement for the Group for the next three years including the period 12 months from the date of approval of the consolidated financial statements. These forecasts show that further financing will be required before the fourth quarter of 2023 assuming, inter alia, that certain development programs and other operating activities continue as currently planned.
In the Directors’ opinion, the environment for financing of small and micro-cap biotech companies is as challenging as it has been since the financial crisis of 2008-10. While this may present acquisition and/or merger opportunities with other companies with limited or no access to financing, any attendant financings by Biodexa are likely to be dilutive. The Directors continue to evaluate financing options, including those connected to acquisitions and/or mergers, potentially available to the Group. The alternatives being considered are all at an early stage and are contingent upon the agreement of counterparties and accordingly, there can be no assurance that any of the alternative courses of action to finance the Company will be successful. This requirement for additional financing in the short term represents a material uncertainty that may cast significant doubt upon the Group and Parent Company’s ability to continue as a going concern. Should it become evident in the future that there are no realistic financing options available to the Company which are actionable before its cash resources run out then the Company will no longer be a going concern. In such circumstances, we would no longer be able to prepare financial statements under paragraph 25 of IAS 1. Instead, the financial statements would be prepared on a liquidation basis and assets would stated at net realizable value and all liabilities would be accelerated to current liabilities
The Directors believe there are adequate options and time and available to secure additional financing for the Company and after considering the uncertainties, the Directors consider it is appropriate to continue to adopt the going concern basis in preparing these financial statements.
Macroeconomic environment
The United Kingdom completed its exit from the European Union (“EU”) on 31 January 2020 and the transition period concluded on 31 December 2020. A new trade agreement with the EU, the EU-UK Trade and Cooperation Agreement, was negotiated and became effective on 1 January 2021. The impact of the new trade agreement on the general and economic conditions in the United Kingdom remains uncertain. There may, for example be additional costs in materials and equipment sourced from the EU and we have experienced some delays in delivery timelines due to additional administration.
The invasion by Russian Federation military in Ukraine in early 2022 had a destabilising impact on the global economy, including energy prices. Although there has been no immediate impact on the Group, it is not possible to assess the medium and long-term impact of the conflict on the Group and the global economy generally.
Environmental matters, community, human rights issues and employees
As at 31 December 2022 the Group had 26 employees, of whom 18 were routinely based at its offices in Cardiff, accordingly the Company believes it has a relatively modest environmental impact. All materials imported into the Company’s laboratories are assessed for safety purposes and appropriate handling and storage safeguards imposed as necessary. Any small quantities of hazardous materials are removed by licensed waste management contractors. A number of policies and procedures governing expectations of ethical standards and the treatment of employees and other stakeholders are set out in the Company’s Employee Handbook. The Company has also established an anti-slavery policy pursuant to the Modern Slavery Act 2015.
The Company strives to be an equal opportunity employer, irrespective of race or gender. At 31 December 2022, the number of male/female employees was
Annual greenhouse gas emissions
We measure our environmental performance by reporting our carbon footprint in terms of tonne CO2 equivalent. We report separately on our indirect emissions from consumption of electricity (Scope 2) and emissions consisting of employee travel in cars on Group business estimated on the basis of miles travelled (Scope 3). The Group have elected to monitor and report its energy efficiency using tonnes of CO2 per employee as an intensity ratio.
Methodology
In calculating the reported energy usage and equivalent greenhouse gas emissions the Group have referred to the HM Government Environment Reporting Guidelines and the GHG Reporting Protocol. A location-based allocation methodology was used to calculate electricity usage.
| Tonnes CO2e | 2022 | 2021 |
| Scope 2 | 15 | 21 |
| Scope 3 | 3 | 4 |
| Total | 18 | 25 |
| Intensity ratio (tonnes of CO2 per employee) | 0.7 | 1.2 |
The Group’s electricity costs for 2022 were approximately
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the year ended 31 December
| Note | 2022 £’000 | 2021 £’000 | 2020 £’000 | |
| Revenue | 699 | 578 | 180 | |
| Grant revenue | – | – | 163 | |
| Total revenue | 699 | 578 | 343 | |
| Other income | 22 | 24 | 12 | |
| Research and development costs | (5,111) | (4,654) | (6,068) | |
| Administrative costs | (4,542) | (2,946) | (4,958) | |
| Impairment of intangible assets | – | – | (12,369) | |
| Loss from operations | (8,932) | (6,998) | (23,040) | |
| Finance income | 2 | 497 | 936 | 1 |
| Finance expense | 2 | (53) | (44) | (431) |
| Loss before tax | (8,488) | (6,106) | (23,470) | |
| Taxation | 3 | 832 | 646 | 1,281 |
| Loss for the year attributable to the owners of the Parent | (7,656) | (5,460) | (22,189) | |
| Other comprehensive income: | ||||
| Items that will or may be reclassified subsequently to profit or loss: | ||||
| Exchange gains arising on translation of foreign operations | – | – | 508 | |
| Total other comprehensive income net of tax | – | – | 508 | |
| Total comprehensive loss attributable to the owners of the Parent | (7,656) | (5,460) | (21,681) | |
| Loss per share | ||||
| Continuing operations | ||||
| Basic and diluted loss per ordinary share - pence | 4 | (155) p | (136) p | (1,036) p |
The notes form an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
At 31 December
| Company number 09216368 | Note | 2022 £’000 | 2021 £’000 | 2020 £’000 |
| Assets | ||||
| Non-current assets | ||||
| Property, plant and equipment | 831 | 1,152 | 542 | |
| Intangible assets | 6 | – | – | |
| 837 | 1,152 | 542 | ||
| Current assets | ||||
| Trade and other receivables | 5 | 1,006 | 1,034 | 572 |
| Taxation | 846 | 670 | 1,157 | |
| Cash and cash equivalents | 2,836 | 10,057 | 7,546 | |
| 4,688 | 11,761 | 9,275 | ||
| Total assets | 5,525 | 12,913 | 9,817 | |
| Liabilities | ||||
| Non-current liabilities | ||||
| Borrowings | 463 | 620 | 60 | |
| Provisions | – | – | 50 | |
| 463 | 620 | 110 | ||
| Current liabilities | ||||
| Trade and other payables | 1,447 | 1,092 | 1,230 | |
| Borrowings | 161 | 146 | 200 | |
| Provisions | 6 | 207 | 50 | – |
| Derivative financial liability | 7 | 85 | 553 | 1,559 |
| 1,900 | 1,841 | 2,989 | ||
| Total liabilities | 2,363 | 2,461 | 3,099 |
| CONSOLIDATED STATEMENTS OF FINANCIAL POSITION(CONTINUED) At 31 December | ||||
| Note | 2022 £’000 | 2021 £’000 | 2020 £’000 | |
| Issued capital and reserves attributable to owners of the Parent | ||||
| Share capital | 8 | 1,108 | 1,098 | 1,063 |
| Share premium | 83,667 | 83,434 | 74,364 | |
| Merger reserve | 53,003 | 53,003 | 53,003 | |
| Warrant reserve | 720 | 720 | 720 | |
| Accumulated deficit | (135,336) | (127,803) | (122,432) | |
| Total equity | 3,162 | 10,452 | 6,718 | |
| Total equity and liabilities | 5,525 | 12,913 | 9,817 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the year ended 31 December
| Note | 2022 £’000 | 2021 £’000 | 2020 £’000 | |
| Cash flows from operating activities | ||||
| Loss for the year | (7,656) | (5,460) | (22,189) | |
| Adjustments for: | ||||
| Depreciation of property, plant and equipment | 174 | 213 | 1,089 | |
| Depreciation of right-of-use asset | 166 | 190 | 118 | |
| Amortisation of intangible fixed assets | 3 | – | 10 | |
| Loss/(Profit) on disposal of fixed assets | 14 | (39) | (226) | |
| Impairment of intangible assets | – | – | 12,369 | |
| Impairment of loan | 207 | – | – | |
| Finance income | 2 | (497) | (936) | (1) |
| Finance expense | 2 | 53 | 44 | 431 |
| Share-based payment debit/(credit) | 123 | 89 | (404) | |
| Taxation | 3 | (832) | (646) | (1,281) |
| Foreign exchange (gains)/losses | (1) | (3) | 387 | |
| Cash flows from operating activities before changes in working capital | (8,246) | (6,548) | (9,697) | |
| Decrease/(increase) in trade and other receivables | 7 | (487) | 493 | |
| Increase/(decrease) in trade and other payables | 356 | (130) | (2,004) | |
| Increase/(decrease) in provisions | 6 | 157 | – | (47) |
| Cash used in operations | (7,726) | (7,165) | (11,255) | |
| Taxes received | 678 | 1,157 | 1,954 | |
| Net cash used in operating activities | (7,048) | (6,008) | (9,301) |
CONSOLIDATED STATEMENTS OF CASH FLOWS(CONTINUED)
For the year ended 31 December
| Note | 2022 £’000 | 2021 £’000 | 2020 £’000 | |
| Investing activities | ||||
| Purchases of property, plant and equipment | (62) | (320) | (209) | |
| Proceeds from disposal of fixed assets | 20 | 42 | 143 | |
| Long-term deposit for guarantee for Government loan | – | – | 2,639 | |
| Loan granted | (207) | – | – | |
| Interest received | 29 | – | 1 | |
| Net cash (used in)/generated from investing activities | (220) | (278) | 2,574 | |
| Financing activities | ||||
| Interest paid | (18) | (15) | (34) | |
| Receipts from sub-lessee on onerous lease | – | – | 45 | |
| Amounts paid on lease liabilities | (178) | (112) | (258) | |
| Repayment of Government grants on closure of Spanish operation | – | – | (229) | |
| (Repayment)/proceeds from Government loan | – | (103) | (6,182) | |
| Share issues including warrants, net of costs | 8 | 243 | 9,035 | 9,742 |
| Net cash generated from financing activities | 47 | 8,805 | 3,084 | |
| Net increase/(decrease) in cash and cash equivalents | (7,221) | 2,519 | (3,643) | |
| Cash and cash equivalents at beginning of year | 10,057 | 7,546 | 10,928 | |
| Exchange (losses)/gains on cash and cash equivalents | – | (8) | 261 | |
| Cash and cash equivalents at end of year | 2,836 | 10,057 | 7,546 |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the year ended 31 December
| Share capital £’000 | Share premium £’000 | Merger reserve £’000 | Warrant reserve £’000 | Foreign exchange reserve £’000 | Accumulated deficit £’000 | Total equity £’000 | |
| At 1 January 2022 | 1,098 | 83,434 | 53,003 | 720 | – | (127,803) | 10,452 |
| Loss for the year | – | – | – | – | – | (7,656) | (7,656) |
| Total comprehensive loss | – | – | – | – | – | (7,656) | (7,656) |
| Transactions with owners | |||||||
| Exercise of warrants on 22 March 2022 | – | – | – | – | – | – | – |
| Shares issued on 19 December 2022 | 10 | 311 | – | – | – | – | 321 |
| Costs associated with share issue on 19 December 2022 | – | (78) | – | – | – | – | (78) |
| Share-based payment charge | – | – | – | – | – | 123 | 123 |
| Total contribution by and distributions to owners | 10 | 233 | – | – | – | 123 | 366 |
| At 31 December 2022 | 1,108 | 83,667 | 53,003 | 720 | – | (135,336) | 3,162 |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY(CONTINUED)
| Share capital £’000 | Share premium £’000 | Merger reserve £’000 | Warrant reserve £’000 | Foreign exchange reserve £’000 | Accumulated deficit £’000 | Total equity £’000 | |
| At 1 January 2021 | 1,063 | 74,364 | 53,003 | 720 | – | (122,432) | 6,718 |
| Loss for the year | – | – | – | – | – | (5,460) | (5,460) |
| Total comprehensive loss | – | – | – | – | – | (5,460) | (5,460) |
| Transactions with owners | |||||||
| Shares issued on 19 February 2021 | – | 161 | – | – | – | – | 161 |
| Costs associated with share issue on 19 February 2021 | – | (10) | – | – | – | – | (10) |
| Shares issued on 6 July 2021 | 35 | 9,965 | – | – | – | – | 10,000 |
| Costs associated with share issue on 6 July 2021 | – | (1,046) | – | – | – | – | (1,046) |
| Share-based payment charge | – | – | – | – | – | 89 | 89 |
| Total contribution by and distributions to owners | 35 | 9,070 | – | – | – | 89 | 9,194 |
| At 31 December 2021 | 1,098 | 83,434 | 53,003 | 720 | – | (127,803) | 10,452 |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY(CONTINUED)
| Share capital £’000 | Share premium £’000 | Merger reserve £’000 | Warrant reserve £’000 | Foreign exchange reserve £’000 | Accumulated deficit £’000 | Total equity £’000 | |
| At 1 January 2020 | 1,023 | 65,879 | 53,003 | – | (508) | (99,839) | 19,558 |
| Loss for the year | – | – | – | – | – | (22,189) | (22,189) |
| Foreign exchange translation | – | – | – | – | 508 | – | 508 |
| Total comprehensive loss | – | – | – | – | 508 | (22,189) | (21,681) |
| Transactions with owners | |||||||
| Shares issued with warrants on 18 May 2020 | 16 | 2,527 | – | 720 | – | – | 3,263 |
| Costs associated with shares issued with warrants on 18 May 2020 | (544) | – | – | – | – | (544) | |
| Shares issued on 27 July 2020 | 21 | 5,729 | – | – | – | – | 5,750 |
| Costs associated with share issue on 27 July 2020 | (489) | – | – | – | – | (489) | |
| Shares issued on 19 August 2020 | 3 | 1,278 | – | – | – | – | 1,281 |
| Costs associated with share issue on 19 August 2020 | (16) | – | – | – | – | (16) | |
| Share-based payment credit | – | – | – | – | – | (404) | (404) |
| Total contribution by and distributions to owners | 40 | 8,485 | – | 720 | – | (404) | 8,841 |
| At 31 December 2020 | 1,063 | 74,364 | 53,003 | 720 | – | (122,432) | 6,718 |
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
- Basis of preparation
The consolidated financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006, and they are prepared in accordance with international financial reporting standards. The consolidated financial statements have been prepared on a historical cost basis except that the following assets and liabilities are stated at their fair value: certain financial assets and financial liabilities measured at fair value, and liabilities for cash-settled share-based payments.
The financial information contained in this final announcement does not constitute statutory financial statements as defined in Section 435 of the Companies Act 2006. The financial information has been extracted from the financial statements for the year ended 31 December 2021 which have been approved by the Board of Directors, and the comparative figures for the year ended 31 December 2021 and 31 December 2020 are based on the financial statements for that year.
The financial statements for 2021 and 2020 have been delivered to the Registrar of Companies and the 2022 financial statements will be delivered after the Annual General Meeting.
The auditor’s report for the Company’s 2022 Annual Report and Accounts was unqualified but did draw attention to the material uncertainty relating to going concern. The auditor’s report did not contain statements under s498(2) or (3) of the Companies Act 2006.
Whilst the financial information included in this results announcement has been prepared in accordance with International Financial Reporting Standards (IFRSs) this announcement does not itself contain sufficient information to comply with IFRSs. The information in this results announcement was approved by the board on 28 April 2023.
Going concern
The Group and Company has experienced net losses and significant cash outflows from cash used in operating activities over the past years as it develops its portfolio. For the year ended 31 December 2022, the Group incurred a consolidated loss from operations of
The Group’s future viability is dependent on its ability to raise cash from financing activities to finance its development plans until commercialisation, generate cash from operating activities and to successfully obtain regulatory approval to allow marketing of its development products. The Group’s failure to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies.
The Group's consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
As at 31 December 2022, the Group had cash and cash equivalents of
The Directors have prepared cash flow forecasts and considered the cash flow requirement for the Group for the next three years including the period 12 months from the date of approval of the consolidated financial statements. These forecasts show that further financing will be required during the fourth quarter of 2023 assuming, inter alia, that certain development programs and other operating activities continue as currently planned.
In the Directors’ opinion, the environment for financing of small and micro-cap biotech companies is as challenging as it has been since the financial crisis of 2008-10. While this may present acquisition and/or merger opportunities with other companies with limited or no access to financing, any attendant financings by Biodexa are likely to be dilutive. The Directors continue to evaluate financing options, including those connected to acquisitions and/or mergers, potentially available to the Group, including fundraising and the partnering of assets and technologies of the Company. The alternatives being considered are all at an early stage and are contingent upon the agreement of counterparties and accordingly, there can be no assurance that any of the alternative courses of action to finance the Company will be successful. This requirement for additional financing in the short term represents a material uncertainty that may cast significant doubt upon the Group and Parent Company’s ability to continue as a going concern. Should it become evident in the future that there are no realistic financing options available to the Company which are actionable before its cash resources run out then the Company will no longer be a going concern. In such circumstances, we would no longer be able to prepare financial statements under paragraph 25 of IAS 1. Instead, the financial statements would be prepared on a liquidation basis and assets would stated at net realizable value and all liabilities would be accelerated to current liabilities.
The Directors believe there are adequate options and time and available to secure additional financing for the Company and after considering the uncertainties, the Directors consider it is appropriate to continue to adopt the going concern basis in preparing these financial statements.
2 Finance income and expense
| 2022 £’000 | 2021 £’000 | 2020 £’000 | |
| Finance income | |||
| Interest received on bank deposits | 29 | – | 1 |
| Gain on equity-settled derivative financial liability | 468 | 936 | – |
| Total finance income | 497 | 936 | 1 |
| 2022 £’000 | 2021 £’000 | 2020 £’000 | |
| Finance expense | |||
| Interest expense on lease liabilities | 43 | 36 | 20 |
| Other loans | 10 | 8 | 14 |
| Loss on equity-settled derivative financial liability | – | – | 397 |
| Total finance expense | 53 | 44 | 431 |
The gain/(loss) on the equity-settled derivative financial liability in 2022, 2021 and 2020 arose as a result of the movement in share price.
3 Taxation
| 2022 £’000 | 2021 £’000 | 2020 £’000 | |
| Current tax credit | |||
| Current tax credited to the income statement | 825 | 646 | 1,144 |
| Taxation payable in respect of foreign subsidiary | – | – | (21) |
| Adjustment in respect of prior year | 7 | – | 158 |
| 832 | 646 | 1,281 | |
| Deferred tax credit | |||
| Reversal of temporary differences | – | – | – |
| Total tax credit | 832 | 646 | 1,281 |
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to losses for the year are as follows:
| 2022 £’000 | 2021 £’000 | 2020 £’000 | |
| Loss before tax | (8,488) | (6,106) | (23,470) |
| Expected tax credit based on the standard rate of United Kingdom corporation tax at the domestic rate of | (1,613) | (1,160) | (4,459) |
| Expenses not deductible for tax purposes | 392 | 75 | 596 |
| Income not taxable | (4) | (2) | (75) |
| Adjustment in respect of prior period | (7) | – | (158) |
| Surrender of tax losses for R&D tax refund | (357) | (280) | (491) |
| Deferred tax not recognised | 757 | 721 | 3,306 |
| Total tax credited to the income statement | (832) | (646) | (1,281) |
The taxation credit arises on the enhanced research and development tax credits accrued for the respective periods.
An adjustment has been recognised in 2022 in respect of the prior period of
4 Loss per share
| 2022 £’000 | 2021 £’000 | 2020 £’000 | |
| Numerator | |||
| Loss used in basic EPS and diluted EPS: | |||
| Continuing operations | (7,656) | (5,460) | (22,189) |
| Denominator | |||
| Weighted average number of ordinary shares used in basic EPS: | 4,941,793 | 4,027,345 | 2,142,000 |
| Basic and diluted loss per share: | |||
| Continuing operations – pence | (155) p | (136) p | (1,036) p |
At a General Meeting on 24 March 2023, shareholders approved a consolidation of the Company’s Ordinary Shares on a one for 20 basis. As a result, the par value of the Ordinary Shares was changed from
The Group has made a loss in the current and previous years presented, and therefore the options and warrants are anti-dilutive. As a result, diluted earnings per share is presented on the same basis for all periods shown.
5 Trade and other receivables
| 2022 £’000 | 2021 £’000 | 2020 £’000 | |
| Trade receivables | 329 | 33 | 95 |
| Prepayments | 376 | 607 | 258 |
| Other receivables | 301 | 394 | 219 |
| Total trade and other receivables | 1,006 | 1,034 | 572 |
| Less: non-current portion | – | – | – |
| Current portion | 1,006 | 1,034 | 572 |
The Group has applied the practical expedient permitted by IFRS 15 to not disclose the transaction price allocated to performance obligations unsatisfied (or partially unsatisfied) as of the end of the reporting period as contracts typically have an original expected duration of a year or less.
Book values approximate to fair value at 31 December 2022, 2021 and 2020.
Expected credit loss
Given the short-term nature of the Group’s trade receivables and accrued income, which are mainly due from large national or multinational companies, the Group's assessment of expected credit losses includes provisions for specific clients and receivables where the contractual cash flow is deemed at risk. Considerations include the current economic environment along with historical and forward-looking information. No assumptions or estimating techniques are applied in considering these. Additional provisions are made based on the assessment of recoverability of aged receivables over one year where sufficient evidence of recoverability is not evident.
Trade and other receivables contain one impaired asset in 2022, as detailed below. In 2021 and 2020 Trade and other receivables did not contain an impaired asset. The Group does hold security in 2022 as detailed above against one asset, in 2021 and 2020 it did not hold any collateral as security. The maximum exposure to credit risk at the consolidated statement of financial position date is the fair value of each class of receivable.
The Company recognises a default on a financial asset when the counter party announces they have limited resources to satisfy the debt.
Bioasis Loans
On 13 December 2022 the Company entered into an Arrangement Agreement with Bioasis Technologies Inc. (“Bioasis”) under which the Company would acquire the entire issued share capital of Bioasis; the agreement entered into was subject to shareholder approval. In addition to this, on 19 December 2022 the Company entered into a Promissory Note and Security Agreement with Bioasis to assist in the short term with Bioasis’ working capital requirements. Under the agreement the Company agreed to advance Bioasis up to US
a) The occurrence of an event of default.
b) The closing date (as defined in the Arrangement Agreement for the proposed acquisition of Bioasis).
c) 30 June 2023.
The promissory note is subject to interest at a rate equal to
The Company advanced US
On 3 February 2023 Bioasis announced they were ‘urgently exploring and evaluating all financing and strategic alternatives that may be available to address its liquidity requirements’ which triggered an event of default. As a result of this the 3rd payment under the agreement was not made in the post year end period. On 5 March 2023 Bioasis were served with notice of an event of default.
6 Provisions
| 2022 £’000 | 2021 £’000 | 2020 £’000 | |
| Opening provision at 1 January | 50 | 50 | 97 |
| Utilisation of provision | (43) | – | (97) |
| Provision recognised in the year | 200 | – | 50 |
| At 31 December | 207 | 50 | 50 |
| Less: non-current portion | – | – | (50) |
| Current portion | 207 | 50 | – |
The provision as at 31 December 2021 and 2020 represents management’s best estimate of the ‘making good’ clause on the Cardiff office which was vacated during the fourth quarter of 2021. This liability was settled during 2022.
Bioasis Loans
On 19 December 2022 the Company entered into a Promissory Note and Security Agreement with Bioasis to assist in the short term with Bioasis’ working capital requirements. Under the agreement the Company agreed to advance Bioasis up to US
The Company advanced US
Management considers recovery of the debt to be uncertain and have therefore recognised an impairment provision of
On 3 February 2023 Bioasis announced they were ‘urgently exploring and evaluating all financing and strategic alternatives that may be available to address its liquidity requirements’ which triggered an event of default. As a result of this the 3rd payment under the agreement was not made in the post year end period. On 5 March 2023 Bioasis were served with a notice of an event of default.
7 Derivative financial liability – current
| 2022 £’000 | 2021 £’000 | 2020 £’000 | |
| Equity-settled derivative financial liability | |||
| At 1 January | 553 | 1,559 | 664 |
| Warrants issued | – | – | 997 |
| Transfer to share premium on exercise of warrants | – | (70) | (499) |
| (Gain)/loss recognised in finance (income)/expense within the consolidated statement of comprehensive income | (468) | (936) | 397 |
| At 31 December | 85 | 553 | 1,559 |
Equity-settled derivative financial liability is a liability that is not to be settled for cash.
May 2020 warrants
In May 2020 the Company issued 9,545,456 warrants in the ordinary share capital of the Company as part of a registered direct offering in the US. The number of ordinary shares to be issued when exercised is fixed, however the exercise price is denominated in US Dollars being different to the functional currency of the Company. Therefore, the warrants are classified as equity-settled derivative financial liabilities recognised at fair value through the profit and loss account (“FVTPL”). The financial liability is valued using the Monte Carlo model. Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on re-measurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the ‘finance income’ or ‘finance expense’ lines item in the income statement. Fair value is determined in the manner described in note 20. A key input in the valuation of the instrument is the Company share price.
October 2019 warrants
In October 2019 the Company issued 3,150,000 warrants in the ordinary share capital of the Company as part of a registered direct offering in the US. The number of ordinary shares to be issued when exercised is fixed, however the exercise price is denominated in US Dollars. The warrants are classified equity-settled derivative financial liabilities and accounted for in the same way as those issued in May 2020. The financial liability is valued using the Monte Carlo model.
Warrant re-price
On 13 December 2022 the Company entered into a Securities Purchase Agreement with Armistice Capital Master Fund Ltd (‘Armistice’) to re-price previously issued ADR warrants issued to Armistice to
| ADR Warrants | Equivalent Ordinary Shares (25 ordinary shares per ADR) | |||
| Number* | Original price per ADS* | New price per ADR | Number | |
| October 2019 ADR warrants | 120,000 | 3,000,000 | ||
| May 2020 ADR warrants | 130,200 | 3,255,000 | ||
Number and original price of warrants have been adjusted to reflect the share consolidation and ratio change of ADR’s to ordinary shares that occurred on 2 March 2020 and the ratio change of ADR’s to ordinary shares on 26 September 2022.
DARA warrants and share options
The Group also assumed fully vested warrants and share options on the acquisition of DARA Biosciences, Inc. (which took place in 2015). The number of ordinary shares to be issued when exercised is fixed, however the exercise prices are denominated in US Dollars. The warrants are classified equity-settled derivative financial liabilities and accounted for in the same way as those detailed above. The financial liability is valued using the Black-Scholes option pricing model. The exercise price of the warrants and options is
7 Derivative financial liability – current (continued)
The following table details the outstanding warrants over ordinary shares as at 31 December and also the movement in the year:
| At 1 January 2020 | Granted | Exercised | At 31 December 2020 | Lapsed | Exercised | At 31 December 2021 | Lapsed | At 31 December 2022 | |
| May 2020 grant | – | 9,545,456 | (2,500,000) | 7,045,456 | – | (306,815) | 6,738,641 | – | 6,738,641 |
| October 19 grant | 3,150,000 | – | – | 3,150,000 | – | – | 3,150,000 | – | 3,150,000 |
| DARA Warrants | 4,624 | – | – | 4,624 | (544) | – | 4,080 | (4,080) | – |
| DARA Options | 2,835 | – | – | 2,835 | – | – | 2,835 | (13) | 2,822 |
8 Share capital
| Authorised, allotted and fully paid – classified as equity | 2022 Number | 2022 £ | 2021 Number | 2021 £ | 2020 Number | 2020 £ |
| At 31 December | ||||||
| Ordinary shares of | 108,342,738 | 108,343 | 98,468,387 | 98,468 | 63,073,852 | 63,074 |
| Deferred shares of | 1,000,001 | 1,000,001 | 1,000,001 | 1,000,001 | 1,000,001 | 1,000,001 |
| Total | 1,108,344 | 1,098,469 | 1,063,075 |
At a General Meeting on 24 March 2023, shareholders approved a consolidation of the Company’s Ordinary Shares on a one for 20 basis. As a result, the par value of the Ordinary Shares was changed from
In accordance with the Articles of Association for the Company adopted on 13 November 2014, the share capital of the Company consists of an unlimited number of ordinary shares of nominal value
Rights attaching to the shares following the incorporation of Biodexa Pharmaceuticals PLC
Shares classified as equity
The holders of ordinary shares in the capital of the Company have the following rights:
(a) to receive notice of, to attend and to vote at all general meetings of the Company, in which case shareholders shall have one vote for each share of which he is the holder; and,
(b) to receive such dividend as is declared by the Board on each share held.
The holders of deferred shares in the capital of the Company:
(a) shall not be entitled to receive notice of or to attend or speak at any general meeting of the Company or to vote on any resolution to be proposed at any general meeting of the Company; and
(b) shall not be entitled to receive any dividend or other distribution of out of the profits of the Company.
In the event of a distribution of assets, the deferred shareholders shall receive the nominal amount paid up on such share after the holder of each ordinary share shall have received (in cash or specie) the amount paid up or credited as paid up on such ordinary share together with an additional payment of
9 Contingent liability
The Company entered into an Arrangement Agreement with Bioasis on 13 December 2022 as amended on 18 December 2022. Under the agreement the Company agreed to acquire the entire issued share capital of Bioasis for consideration of, in aggregate, approximately C
On 23 January 2023 at the General Meeting to approve the Arrangement Agreement none of the special resolutions were passed and, accordingly, the acquisition of Bioasis did not proceed. On 23 January Bioasis terminated the Arrangement Agreement and requested reimbursement of US
The Group had no contingent liabilities at 31 December 2021 and 31 December 2020.
10 Post balance sheet events
On 3 January 2023 the Company provided a further advance to Bioasis under the Promissory Note and Security Agreement it entered into on 19 December 2022 of US
On 5 January 2023 the Company issued a Circular containing details of the Company’s proposed acquisition of Bioasis, an equity raise of US
On 9 February 2023 the Company announced it had entered into definitive binding agreements with institutional US investors to raise aggregate gross proceeds of US
On 8 March 2023 the Company announced that it sent a circular to shareholders convening a General Meeting to effect a share consolidation on a one for 20 basis, give the Directors authority to allot shares, disapply pre-emption rights, adopt new Articles, , the cancel the admission of the Company’s Ordinary Shares to trading on AIM market and change the name of the Company to Biodexa Pharmaceuticals PLC. The Company also notified shareholders that the Ordinary Share to ADS ratio was being changed from 25 Ordinary Shares per ADS to five Ordinary Shares per ADS. At the General Meeting on 24 March 2023, all resolutions were duly passed.
On 26 April 2023 the Company delisted from the AIM market.
