UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the Month of November 2023
Commission
File Number: 001-41231
TC BioPharm (Holdings) plc
(Translation
of registrant’s name into English)
Maxim
1, 2 Parklands Way
Holytown,
Motherwell, ML1 4WR
Scotland,
United Kingdom
+44
(0) 141 433 7557
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒
Form 20-F ☐ Form 40-F
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INCORPORATION
BY REFERENCE
The
Company’s unaudited condensed consolidated financial statements as of June 30, 2023 and 2022 are attached as Exhibit 99.1 and are
incorporated by reference herein. The Company’s Management’s Discussion and Analysis of Financial Condition and Results of
Operations is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
CAUTIONARY
NOTE ON FORWARD-LOOKING STATEMENTS
This
Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as
“may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend”
and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to
identify forward-looking statements. These forward-looking statements are based on the Company’s expectations and assumptions as
of the date of this Report. Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially
from those expressed or implied by these forward-looking statements. For a discussion of risk factors that may cause the Company’s
actual results to differ from those expressed or implied in the forward-looking statements in this Report, you should refer to the Company’s
filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” sections contained therein. Except
as required by law, the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law. You should, therefore, not rely on these forward-looking statements
as representing the Company’s views as of any date subsequent to the date of this Report.
EXHIBIT
INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
TC
BIOPHARM (HOLDINGS) PLC |
|
|
Date:
November 2, 2023 |
By: |
/s/
Bryan Kobel |
|
Name |
Bryan
Kobel |
|
Title:
|
Chief
Executive Officer |
|
|
|
Date:
November 2, 2023 |
By: |
/s/
Martin Thorp |
|
Name |
Martin
Thorp |
|
Title:
|
Chief
Financial Officer |
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Exhibit
99.1
INDEX
TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
TC
BioPharm (Holdings) plc
Unaudited
Condensed Consolidated Interim Financial Statements
Unaudited
Condensed Consolidated Statements of Income and Total Comprehensive Income
| |
Notes | |
£ | | |
£ | |
| |
| |
Six months ended | |
| |
| |
June 30, | | |
June 30, | |
| |
| |
2023 | | |
2022 | |
| |
Notes | |
£ | | |
£ | |
| |
| |
| | |
| |
Revenue | |
3 | |
| - | | |
| 989,330 | |
Research and development expenses | |
| |
| (4,077,774 | ) | |
| (3,698,142 | ) |
Administrative expenses | |
| |
| (3,607,878 | ) | |
| (4,077,671 | ) |
Administrative expenses – costs related to listing | |
| |
| - | | |
| (1,133,099 | ) |
Foreign exchange (losses)/gains | |
4 | |
| (87,631 | ) | |
| 54,002 | |
Total operating expenses, net | |
| |
| (7,773,283 | ) | |
| (8,854,910 | ) |
Loss on modification of convertible loan | |
| |
| (645,845 | ) | |
| - | |
Change in fair value of convertible loan derivatives | |
| |
| 578,877 | | |
| 6,943,594 | |
Change in fair value of warrants | |
| |
| 7,637,088 | | |
| 10,537,611 | |
Change in fair value of other derivative liabilities | |
| |
| - | | |
| (3,832,379 | ) |
Finance income – interest | |
| |
| 85 | | |
| 4 | |
Finance costs | |
5 | |
| (143,340 | ) | |
| (5,990,592 | ) |
Loss before tax | |
| |
| (346,418 | ) | |
| (207,342 | ) |
Income tax credit | |
6 | |
| 700,000 | | |
| 720,000 | |
Net income for the period and Total comprehensive income | |
| |
| 353,582 | | |
| 512,658 | |
| |
| |
| | | |
| | |
Basic income per share | |
7 | |
| 0.12 | | |
| 0.93 | |
Diluted income per share | |
| |
| 0.10 | | |
| 0.76 | |
The
accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.
TC
BioPharm (Holdings) plc
Unaudited
Condensed Consolidated Interim Financial Statements
Unaudited
Condensed Consolidated Statements of Financial Position as at
| |
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
Notes | |
£ | | |
£ | |
Assets | |
| |
| | | |
| | |
Non-current assets | |
| |
| | | |
| | |
Intangible assets | |
| |
| 599,747 | | |
| 553,016 | |
Right of use assets | |
| |
| 1,090,659 | | |
| 1,188,947 | |
Property, plant and equipment | |
| |
| 1,589,772 | | |
| 1,761,171 | |
Total non-current assets | |
| |
| 3,280,178 | | |
| 3,503,134 | |
| |
| |
| | | |
| | |
Current assets | |
| |
| | | |
| | |
Trade and other receivables | |
8 | |
| 610,708 | | |
| 919,456 | |
Corporation tax receivable | |
| |
| 2,420,000 | | |
| 1,720,000 | |
Cash and cash equivalents | |
| |
| 1,918,522 | | |
| 4,808,060 | |
Total current assets | |
| |
| 4,949,230 | | |
| 7,447,516 | |
Total assets | |
| |
| 8,229,408 | | |
| 10,950,650 | |
| |
| |
| | | |
| | |
Equity | |
| |
| | | |
| | |
Share capital | |
13 | |
| 397,978 | | |
| 397,493 | |
Share premium | |
13 | |
| 18,134,171 | | |
| 16,597,811 | |
Other reserves | |
| |
| 16,710,757 | | |
| 16,710,757 | |
Accumulated deficit | |
| |
| (33,235,835 | ) | |
| (33,731,738 | ) |
Total equity | |
| |
| 2,007,071 | | |
| (25,677 | ) |
| |
| |
| | | |
| | |
Non-current liabilities | |
| |
| | | |
| | |
Lease liabilities and similar | |
12 | |
| 1,663,174 | | |
| 1,812,450 | |
Total non-current liabilities | |
| |
| 1,663,174 | | |
| 1,812,450 | |
| |
| |
| | | |
| | |
Current liabilities | |
| |
| | | |
| | |
Trade and other payables | |
9 | |
| 2,494,532 | | |
| 2,159,058 | |
Convertible loan notes | |
10 | |
| 365,165 | | |
| 653,484 | |
Convertible loan - derivative | |
10 | |
| 123,026 | | |
| 2,439 | |
Warrants - derivative | |
11 | |
| 1,277,394 | | |
| 6,020,863 | |
Lease liabilities and similar | |
12 | |
| 299,046 | | |
| 328,033 | |
Total current liabilities | |
| |
| 4,559,163 | | |
| 9,163,877 | |
| |
| |
| | | |
| | |
Total liabilities | |
| |
| 6,222,337 | | |
| 10,976,327 | |
Total equity and liabilities | |
| |
| 8,229,408 | | |
| 10,950,650 | |
The
accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.
TC
BioPharm (Holdings) plc
Unaudited
Condensed Consolidated Interim Financial Statements
Unaudited
Condensed Consolidated Statements of Changes in Equity
| |
| | |
Share capital | | |
Share premium | | |
Other reserve | | |
Accumulated deficit | | |
Total equity | |
| |
Notes | | |
£ | | |
£ | | |
£ | | |
£ | | |
£ | |
| |
| | |
| | |
| | |
| | |
| | |
| |
As at January 1, 2022 (1) | |
| | | |
| 195,476 | | |
| - | | |
| 16,710,757 | | |
| (33,465,282 | ) | |
| (16,559,049 | ) |
Net income for the period | |
| | | |
| - | | |
| - | | |
| - | | |
| 512,658 | | |
| 512,658 | |
Recognition of share-based payment costs | |
| 14 | | |
| - | | |
| - | | |
| - | | |
| 837,406 | | |
| 837,406 | |
Issue of share capital, net | |
| 13 | | |
| 200,162 | | |
| 16,027,724 | | |
| - | | |
| - | | |
| 16,227,886 | |
As at June 30, 2022 | |
| | | |
| 395,638 | | |
| 16,027,724 | | |
| 16,710,757 | | |
| (32,115,218 | ) | |
| 1,018,901 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
As at January 1, 2023 | |
| | | |
| 397,493 | | |
| 16,597,811 | | |
| 16,710,757 | | |
| (33,731,738 | ) | |
| (25,677 | ) |
Balance, | |
| | | |
| 397,493 | | |
| 16,597,811 | | |
| 16,710,757 | | |
| (33,731,738 | ) | |
| (25,677 | ) |
Net income for the period | |
| | | |
| - | | |
| - | | |
| - | | |
| 353,582 | | |
| 353,582 | |
Recognition of share-based payment costs | |
| 14 | | |
| - | | |
| - | | |
| - | | |
| 142,321 | | |
| 142,321 | |
Issue of share capital, net | |
| 13 | | |
| 485 | | |
| 1,536,360 | | |
| - | | |
| - | | |
| 1,536,845 | |
As at June 30, 2023 | |
| | | |
| 397,978 | | |
| 18,134,171 | | |
| 16,710,757 | | |
| (33,235,835 | ) | |
| 2,007,071 | |
Balance, | |
| | | |
| 397,978 | | |
| 18,134,171 | | |
| 16,710,757 | | |
| (33,235,835 | ) | |
| 2,007,071 | |
The
accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.
TC
BioPharm (Holdings) plc
Unaudited
Condensed Consolidated Interim Financial Statements
Unaudited
Condensed Consolidated Statements of Cash Flows
| |
Six Months Ended | | |
Six Months Ended | |
| |
June 30, 2023 | | |
June 30, 2022 | |
| |
£ | | |
£ | |
Cash flows from operating activities | |
| | | |
| | |
Loss before tax | |
| (346,418 | ) | |
| (207,342 | ) |
Adjustments for: | |
| | | |
| | |
Depreciation | |
| 330,260 | | |
| 361,664 | |
Amortization of intangible assets | |
| 11,234 | | |
| 36,145 | |
Amortization of right of use assets | |
| 98,288 | | |
| 98,289 | |
Change in fair value of derivative liability | |
| (578,877 | ) | |
| (6,943,594 | ) |
Change in fair value of warrant liability | |
| (7,637,088 | ) | |
| (10,537,611 | ) |
Change in fair value of other derivative liabilities | |
| - | | |
| 3,832,379 | |
Loss on modification of convertible loan | |
| 645,845 | | |
| - | |
Share-based payment expense | |
| 142,321 | | |
| 837,406 | |
Net foreign exchange losses/(gains) | |
| 87,631 | | |
| (54,002 | ) |
Finance income | |
| (85 | ) | |
| (4 | ) |
Finance costs | |
| 143,340 | | |
| 5,990,592 | |
Movements in working capital: | |
| | | |
| | |
Decrease in deferred income | |
| - | | |
| (989,330 | ) |
Decrease/(increase) in trade and other receivables | |
| 308,748 | | |
| (813,253 | ) |
Increase/(decrease) in trade and other payables | |
| 335,476 | | |
| (370,774 | ) |
Cash used in operations | |
| (6,459,325 | ) | |
| (8,759,435 | ) |
| |
| | | |
| | |
Interest paid | |
| (92,365 | ) | |
| (135,807 | ) |
Interest received | |
| 85 | | |
| 4 | |
Net cash flows used in operating activities | |
| (6,551,605 | ) | |
| (8,895,238 | ) |
| |
| | | |
| | |
Cash flows from investing activities | |
| | | |
| | |
Purchase of property, plant and equipment | |
| (158,861 | ) | |
| (8,459 | ) |
Purchase of intangible assets | |
| (57,965 | ) | |
| (73,121 | ) |
Net cash flows used in investing activities | |
| (216,826 | ) | |
| (81,580 | ) |
| |
| | | |
| | |
Cash flows from financing activities | |
| | | |
| | |
Repayment of lease liabilities | |
| (178,263 | ) | |
| (538,275 | ) |
Receipt from issuance of convertible loan (net of issue costs) | |
| - | | |
| 18,110 | |
Repayment of convertible loan | |
| - | | |
| (1,936,360 | ) |
Proceeds from sale of warrants | |
| 3,894,851 | | |
| 13,092,139 | |
Proceeds of sale of own shares | |
| 440,425 | | |
| 2,915,284 | |
Share issue costs | |
| (158,964 | ) | |
| (381,182 | ) |
Net cash flows from financing activities | |
| 3,998,049 | | |
| 13,169,716 | |
| |
| | | |
| | |
Net (decrease)/increase in cash and cash equivalents | |
| (2,770,382 | ) | |
| 4,192,898 | |
| |
| | | |
| | |
Foreign exchange movements on cash and cash equivalents | |
| (119,156 | ) | |
| 237,711 | |
Cash and cash equivalents at the beginning of the period | |
| 4,808,060 | | |
| 1,566,688 | |
| |
| | | |
| | |
Cash and cash equivalents at the end of the period | |
| 1,918,522 | | |
| 5,997,297 | |
The
accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.
TC
BioPharm (Holdings) plc
Unaudited
Condensed Consolidated Interim Financial Statements
Notes
to the Financial Statements
1.
Accounting policies
General
information
TC
BioPharm (Holdings) plc (“TC BioPharm” or the “Company”) is incorporated as a Public limited company, limited
by shares, in Scotland and domiciled in the United Kingdom (registration number: SC713098) and has the following wholly owned subsidiaries
TC BioPharm Limited, TC BioPharm (North America) Inc. and TC BioPharm BV (together the “Group”). The registered office is:
Maxim 1, 2 Parklands Way, Holytown, Motherwell, Lanarkshire, Scotland, ML1 4WR.
The
principal activity of the Group is as a clinical stage immuno-therapy company pioneering commercialization of allogeneic, ‘off-the-shelf’
gamma-delta T cell (‘GD-T’) therapies, ranging from unmodified GD-T therapies to treat haematological cancers and viral infections,
to sophisticated proprietary GD-T CAR-T products designed to reach and treat solid tumors.
TC
BioPharm (Holdings) plc was incorporated on October 25, 2021. On December 17, 2021, all shareholders in TC BioPharm Limited and holders
of convertible loan notes in TC BioPharm Limited exchanged their shares and convertible loan notes for the same number and classes of
newly issued shares and/or convertible loan notes in TC BioPharm (Holdings) plc and, as a result, TC BioPharm Limited became a wholly
owned subsidiary of TC BioPharm (Holdings) plc. The corporate reorganization has been accounted for as a business combination under common
control and therefore, TC BioPharm (Holdings) plc is a continuation of TC BioPharm Limited and its subsidiaries. All TC BioPharm Limited
share options granted to directors and employees under share option plans that were in existence immediately prior to the reorganization
were exchanged for share options in TC BioPharm (Holdings) plc on a one-for-one basis with no change in any of the terms or conditions.
The
Company’s American Depositary Shares (“ADSs”) began trading on the Nasdaq Capital Market under the ticker symbol “TCBP”
on February 10, 2022, following its initial public offering (“IPO”). As part of the IPO, the Company, issued 82,353 American
Depositary Shares (“ADSs”) representing 82,353 ordinary shares with nominal value of £41,176 and warrants to buy 189,412
ADSs for proceeds before expenses of $17.5 million. Funding costs of $3.0 million including underwriter fees were incurred. On February
10, 2022, TC BioPharm (Holdings) plc issued 63,280 American Depositary Shares (“ADSs”) representing 63,280 ordinary shares
with nominal value of £31,640 and warrants to buy 126,560 ADSs on conversion of loan notes totaling $13.4 million. Between June
7, 2022 and June 8, 2022, the Company issued and sold 230,000 ADSs representing ordinary shares generating proceeds of $4.9 million before
deductions for offering expenses of approximately $0.6 million.
On
November 18, 2022 the Company undertook a reverse share split such that fifty issued ordinary share were exchanged for one new ordinary
share. As a result of the share split, all references in these unaudited condensed consolidated interim financial statements and accompanying
notes to units of ordinary shares or per share amounts are reflective of the reverse share split for all periods presented. In addition,
the exercise prices and the numbers of ordinary shares issuable upon the exercise of any outstanding options to purchase ordinary shares
were proportionally adjusted pursuant to the respective anti-dilution terms of the share-based payment plans.
On
November 27, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited
investors (the “Investors”) as purchasers. Pursuant to the Purchase Agreement, the Company sold, and the Investors purchased
in a private placement an aggregate of 155,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up
to 1,315,000 ADS (the “Pre-Funded Warrants”), series A purchase warrants to purchase up to 1,470,000 ADSs (the “Series
A Ordinary Warrants”) and series B purchase warrants to purchase up to 1,470,000 ADSs (the “Series B Ordinary Warrants”
and together with the Series A Ordinary Warrants, the “Ordinary Warrants”) for aggregate gross proceeds of $7,350,000 (£6,073,376),
excluding any proceeds that may be received upon exercise of the Ordinary Warrants. The purchase price for each ADS and associated Ordinary
Warrants is $5.00 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants is $4.999.
On
March 27, 2023, TC BioPharm Holdings (PLC) (the “Company”), entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and
sell an aggregate of 215,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up to 3,222,500 ADS
(the “Pre-Funded Warrants”), and series C purchase warrants to purchase up to 3,437,500 ADSs (the “Ordinary Warrants”
and together with the Pre-Funded Warrants and the ADSs, the “Securities”). The purchase price for each ADS and associated
Ordinary Warrants was $1.60 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants was $1.599. The Ordinary
Warrants were immediately exercisable, expire five (5) years from the date of issuance and have an exercise price of $1.75 per ADS. The
Pre-Funded Warrants may be exercised at any time until all of the Pre-Funded Warrants are exercised in full at an exercise price of $0.001
per ADS. The total net proceeds from this offering were approximately $4.9 million, after deducting estimated offering expenses of approximately
$0.6 million.
In
connection with the Offering, the Company agreed that certain existing warrants to purchase up to an aggregate of 2,800,000 ADSs of the
Company that were previously issued on November 30, 2022, at an exercise price of $5.00 per ADS and expiration dates of May 30, 2025
and May 30, 2028, were amended effective upon the closing of the Offering so that the amended warrants will have a reduced exercise price
of $1.75 per ADS.
On
April 3, 2023, the Company agreed with the loan note holder to extend the Redemption Date (as defined in the Loan Note) to January 15,
2024 and amend the Conversion Price (as defined in the Loan Note) of the outstanding loan notes to be the lesser of $1.00 or the lowest
closing price of the Ordinary Shares during the ten (10) day period prior to the date the Noteholder delivers a notice of conversion
to the Company, not to be lower than $0.20. In other respects the terms of the Loan Note remain unaltered. In addition, in consideration
of amending the Loan Note, the Company agreed to issue a 5-year warrant to the loan note holder to subscribe for 200,000 Ordinary Shares
in the share capital of the Company at an exercise price of $5.00. This warrant contained a condition whereby if a registration statement,
to be filed by the Company, registering all of the securities underlying the note holder’s amended convertible loan note, was not
declared effective by July 31, 2023, the note holder will be entitled to receive 0.30 Ordinary Shares for each share it was originally
entitled to purchase under these warrants without the payment of any additional consideration. No such registration statement was filed.
The related fair value of the issue of any additional securities is approximately $37,000 and is not considered material to the financial
statements.
In
the period from January 1, 2023 to June 30, 2023, the holders of prefunded warrants, exercised prefunded warrants to purchase 4,114,500
ADSs.
In
the period from January 1, 2023 to June 30, 2023, the holders of Convertible Loan Notes exercised their rights to convert the notes to
purchase 519,840 ADSs.
Basis
of preparation
The
unaudited condensed consolidated financial statements for the six months ended June 30, 2023 and June 30, 2022 have been prepared in
accordance with International Accounting Standard 34, “Interim Financial Reporting” (IAS 34). The accounting policies
and methods of computation applied in the preparation of the interim financial statements are consistent with those applied in the Group’s
annual financial statements for the year ended December 31, 2022.
The
unaudited condensed consolidated financial statements do not include all of the information required for the full annual financial statements
and should be read in conjunction with the consolidated financial statements of the Group for the year ended December 31, 2022.
The
unaudited condensed consolidated Group financial statements have been prepared under the historical cost basis and are presented in pounds
sterling which is the Group’s and parent’s functional and presentation currency. All values are rounded to the nearest pound,
except where otherwise indicated.
Going
concern
Since
incorporation the Group has been focused on the development of therapeutic products based around its gamma delta T cell platform technology,
with the objective of conducting clinical trials to demonstrate safety and efficacy and eventually being granted regulatory approval
to market and sell its products. This activity was expected to be several years in development and has involved considerable expenditure
to date on carrying out research and development and conducting clinical trials. In common with most development and/or clinical stage
biotechnology companies, the Group has not yet generated any revenues from sales of products, but has obtained cash to finance its research,
development and clinical trial activities from equity, debt and grant financings and from receipts from partners under collaborative
co-development agreements (totaling £79 million since inception). The Group is expected to continue in this clinical development
phase for a number of years before any product becomes marketable. The Group therefore expects to continue to incur significant losses
in the foreseeable future.
As
at June 30, 2023, the Group had an accumulated deficit of £33.2 million. It experienced an outflow of cash from operating activities
during the six months ended June 30, 2023, of £6.6 million, and expects to incur continued outflow of cash for the foreseeable
future. Net income for the six months ended June 30, 2023, and 2022, amounted to £0.4 million and £0.5 million, respectively.
As
at June 30, 2023, the Group’s cash and cash equivalents amounted to £1.9 million, current assets amounted to £4.9 million
and current liabilities (excluding amounts which may become payable under its Convertible Loan Notes and Warrant derivative liabilities)
amounted to £2.8 million.
The
Group raised $17.5 million (£12.8 million), $14.5 million (£10.6 million) net of all commissions, costs and expenses) through
the completion of an initial public offering of its ADS and Warrants on Nasdaq (IPO) in February 2022 and raised a further $4.6 million
(£3.7 million), $3.8 million (£3.0 million) net of all commissions, costs and expenses) through the completion of a follow-on
offering in June 2022.
In
November 2022, TC BioPharm (Holdings) plc raised $7.4 million (£6.2 million), $6.6 million (£5.5 million) net of all commissions,
costs and expenses, through the completion of a private placement of its ADS and Warrants.
In
March 2023, TC BioPharm (Holdings) plc raised $4.9 million (£3.9 million) net of all commissions, costs and expenses, through the
completion of a public offering of its ADS and Warrants.
In
August 2023, TC BioPharm (Holdings) plc raised $2.4 million (£2.0 million) net of all commissions, costs and expenses, through
the exercise of certain warrants for its ADSs.
On
October 17, 2023, the Group had cash on hand of $2.6 million (£2.1 million), which will not be sufficient to enable the Group to
meet the cash requirements required to enable it to conduct its business plan through the going concern period (being to October 31,
2024) (“Going Concern Period”). With existing resources, we expect to be able to fund current operations to November 2023.
In
common with many clinical development stage biotechnology companies our future liquidity needs, and ability to address them, will largely
be determined by the availability of capital, both generally and in particular to fund our product candidates and key development and
regulatory projects. As a pre-revenue biotechnology company, we have financed our operations though continuously raising capital; and
we expect to continue having to raise capital routinely on the capital markets, taking advantage of our public listing. The Group are
currently and continuously progressing various funding options to fill our projected working capital gap, including the current short-term
requirements, which could be in the form of an equity raise or other forms of financings such as debt funding, collaborations or licensing
arrangements.
We
believe that our ongoing financing initiatives should improve our net short-term working capital position sufficiently to provide sufficient
capital to finance planned operations through 2023, and thereafter we would expect to be in a position to raise significantly greater
capital as our clinical program progresses. However, there can be no certainty that these initiatives will be successful and, if they
are not, management will seek to deploy alternative plans, which could have a potentially significant negative impact on shareholder
and asset value. Such plans could include all or any of the following: raising additional capital through low priced and/or complex equity
and/or debt financings; entering transactions involving sales, joint venturing or licensing of intellectual property; reducing and/or
deferring discretionary spending on research and development or clinical programs; restructuring our operating model to take advantage
of our manufacturing capability to generate short term revenues; reducing our cash burn rate through reduction in planned operating costs.
The
accompanying unaudited condensed consolidated interim financial statements have been prepared in conformity with IFRS as issued by IASB,
which contemplate continuation of the Group as a going concern (having adequate working capital to maintain operations through the Going
Concern Period). In common with many clinical stage development enterprises, the Group has not established a source of revenues sufficient
to cover its operating costs, and as such, has been dependent on ongoing funding operations primarily through ongoing initiatives to
sell securities via its Nasdaq listing, commercial partnerships, and/or grants. The Group expects to require substantially more capital
to fund its clinical, development and operational requirements, and therefore incur further losses over the next several years as it
develops its clinical products towards the market. The Group has utilized, and expects to continue to utilize, substantial amounts of
funding to implement its business strategy. Although the completion of the IPO on Nasdaq was a major milestone for the Group, as it opens
much wider avenues to raise future finance, the market conditions were such that the initial and subsequent funds raised are less than
was initially targeted, and the proceeds of the offerings alone are not adequate to finance the Group’s clinical and product development
programs through the Going Concern Period. Nonetheless the proceeds of the offerings, together with the anticipated proceeds from ongoing
and future fund-raising activities, cause management to believe that the Group will have sufficient liquidity to fund its operations
through the Going Concern Period, and, on that basis, management continues to view the Company as a going concern.
Notwithstanding
this, management recognizes, that there is uncertainty surrounding the ability of the Group to implement successfully the funding activities
required to maintain operations through the Going Concern Period, and immediately beyond. The quantum and timing of such funding is also
uncertain. If the Group is unable to maintain adequate liquidity, future operations will need to be scaled back or discontinued. These
conditions raise material uncertainty about the Group’s ability to provide support and therefore may cast significant doubt on
the Company’s ability to continue as a going concern. The Group’s unaudited condensed consolidated interim financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
Adoption
of New Accounting Standards
There
have been no recent new accounting standards that have had an impact on the unaudited condensed consolidated financial statements.
Convertible
loan
The
Company established a $20.0 million convertible loan note instrument (see note 10, “Convertible loan”) in April 2021. During
the year to December 31, 2022, the Group converted loan notes totaling $14,228,245 (£10,506,174) into ordinary shares and warrants
over ordinary shares and repaid US dollar denominated convertible loan notes totaling $3,195,765 (£2,632,324).
The
convertible loan has been recognized as a hybrid financial instrument and accounted for as two separate components: (i) a loan and (ii)
an embedded conversion option derivative.
(i)
The convertible loan’s initial fair value is the residual amount of the consideration received, net of attributable costs, after
separating out the fair value of the embedded conversion option derivative. The loan is subsequently measured at its amortized cost in
accordance with IFRS 9 – Financial Instruments. It is presented as a financial liability in the Statement of Financial Position.
(ii)
The embedded conversion option derivative was initially measured at fair value and is subsequently remeasured to fair value at each reporting
date. Under IAS 32 Financial Instruments: Presentation, this derivative could have been classified as a component of equity only if in
all cases the contract would be settled by the Company delivering a fixed number of its own equity instruments in exchange for a fixed
amount of cash or debt redemption. However, the convertible instrument included a conversion feature resulting in settlement in a variable
number of shares and consequently, none of the instrument comprises an equity component. As a result, the derivative is presented in
the statement of financial position as a liability in accordance with IFRS 9 and IAS 32. Changes in the fair value (gains or losses)
of the derivative at the end of each period are recorded in the consolidated statements of comprehensive income/(loss).
On
August 9, 2022, the Company agreed with one of the loan note holders not to exercise the right to require the loan notes to be repaid
in cash in accordance with the terms of the loan notes and to amend certain other aspects of the loan notes (“2022 amended loan
notes”). As additional consideration, the Company has issued warrants to subscribe for 11,678 ordinary shares in the share capital
of the Company.
The
modifications to the 2022 amended loan notes represent as substantial amendment as the modifications are related to:
(i)
Removing the exercise of the right to require the loan in cash as of August 9, 2022.
(ii)
Extending the repayment date to January 31, 2023 and modifying the structure to be repaid in shares if not redeemed before in cash.
(iii)
Revising the conversion price for the conversion of the loan notes in shares. The revised conversion price would be $0.50 and, if the
5-day trailing VWAP of the Company’s ADS is above that and $0.20 as a floor.
(iv)
Giving the option to the holder for redemption in cash, which will occur no later than 10 February 2023 and to the Company for an early
redemption at any moment but having the Holder an option to convert into shares using the revised conversion price at that moment.
On
April 3, 2023, the Company agreed with the loan note holder not to exercise the right to require the loan notes to be repaid in cash
in accordance with the terms of the loan notes and to amend certain other aspects of the loan notes (“2023 amended loan notes”).
As additional consideration, the Company has issued warrants to subscribe for 200,000 ordinary shares in the share capital of the Company.
This warrant contained a condition whereby if a registration statement, to be filed by the Company, registering all of the securities
underlying the note holder’s amended convertible loan note, was not declared effective by July 31, 2023, the note holder will be
entitled to receive 0.30 Ordinary Shares for each share it was originally entitled to purchase under these warrants without the payment
of any additional consideration. No such registration statement was filed. The related fair value of the issue of any additional securities
is approximately $37,000 and is not considered material to the financial statements.
Except
for the 2023 amended loan notes, all other loan notes were repaid or converted into ordinary shares and warrants over ordinary shares
180 days after the listing date.
The
modifications to the 2023 amended loan notes represent as substantial amendment as the modifications are related to:
(i)
A waiver to any defaults arising in connection with the 2022 amended loan notes.
(ii)
Extending the repayment date to January 15, 2024; and
(iii)
Amend the Conversion Price (as defined in the Loan Note) of the outstanding loan notes to be the lesser of $1.00 or the lowest closing
price of the Ordinary Shares during the ten (10) day period prior to the date the Noteholder delivers a notice of conversion to the Company,
not to be lower than $0.20
In
line with IFRS 9.3.3.2, an exchange between an existing borrower and lender of debt instruments with substantially different terms shall
be accounted for as an extinguishment of the original financial liability (with the associate gain or loss shown in the Income Statement)
and the recognition of a new financial liability. In addition, as consideration for these modifications, the Company has issued additional
warrants to subscribe for 200,000 ordinary shares in the share capital of the Company.
The
original financial instrument was derecognised, including any unamortised transaction costs, and the new instrument was initially recognised
at fair value and subsequently measured at amortised cost at each reporting date.
The
conversion option is a single embedded derivative that is separately recognized as a liability and accounted for at fair value through
profit and loss. The conversion options are financial liabilities in accordance with IAS 32:11 because the Company issues shares such
that the fair value of the shares delivered is always equal to the amount of the contractual obligation (i.e. a variable number of shares
depending on the share price of the stock). As a result, the conversion options are part of the financial liability debt instrument and
should be evaluated under the embedded derivatives guidance. Because the conversion options are indexed to the equity of the issuer,
these are not closely related to the host contract as stipulated under IFRS 9:B4.3.5(c).
This
instrument is considered as a new freestanding financial instrument and constitutes an embedded derivative liability that is separately
recognized as a liability and accounted for at fair value through profit and loss.
Warrant
liability
On
February 10, 2022, TC BioPharm (Holdings) plc completed an initial public offering on Nasdaq, issuing 82,353 American Depositary Shares
(“ADSs”) representing 82,353 ordinary shares with nominal value of £41,176 and warrants to buy 189,412 ADSs for proceeds
before expenses of $17.5 million (£12.8 million). The convertible loan notes totaling $13,447,012 (£9,861,405) converted
into 63,280 ordinary shares and 126,560 warrants over ordinary shares. ADSs and warrants are considered two freestanding financial instruments
because each can be traded separately. The exercise price of the Warrants is $4.25 per ADS and will expire on the sixth anniversary of
the date of issuance. The exercise price is subject to standard anti-dilutive adjustments in the event of certain stock splits, stock
combinations, stock dividends or recapitalizations.
On
November 27, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited
investors (the “Investors”) as purchasers. Pursuant to the Purchase Agreement, the Company sold, and the Investors purchased
in a private placement an aggregate of 155,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up
to 1,315,000 ADS (the “Pre-Funded Warrants”), series A purchase warrants to purchase up to 1,470,000 ADSs (the “Series
A Ordinary Warrants”) and series B purchase warrants to purchase up to 1,470,000 ADSs (the “Series B Ordinary Warrants”
and together with the Series A Ordinary Warrants, the “Ordinary Warrants”) for aggregate gross proceeds of $7,350,000 (£6,073,376),
excluding any proceeds that may be received upon exercise of the Ordinary Warrants. The purchase price for each ADS and associated Ordinary
Warrants is $5.00 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants is $4.999.
On
March 27, 2023, TC BioPharm Holdings (PLC) (the “Company”), entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and
sell an aggregate of 215,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up to 3,222,500 ADS
(the “Pre-Funded Warrants”), and series C purchase warrants to purchase up to 3,437,500 ADSs (the “Ordinary Warrants”
and together with the Pre-Funded Warrants and the ADSs, the “Securities”). The purchase price for each ADS and associated
Ordinary Warrants was $1.60 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants was $1.599. The Ordinary
Warrants were immediately exercisable, expire five (5) years from the date of issuance and have an exercise price of $1.75 per ADS. The
Pre-Funded Warrants may be exercised at any time until all of the Pre-Funded Warrants are exercised in full at an exercise price of $0.001
per ADS. The total net proceeds from this offering were approximately $4.9 million, after deducting estimated offering expenses of approximately
$0.6 million.
In
connection with the Offering, the Company agreed that certain existing warrants to purchase up to an aggregate of 2,800,000 ADSs of the
Company that were previously issued on November 30, 2022, at an exercise price of $5.00 per ADS and expiration dates of May 30, 2025
and May 30, 2028, were amended effective upon the closing of the Offering so that the amended warrants had a reduced exercise price of
$1.75 per ADS.
The
accounting for pre-funded warrants is detailed in the section below.
With
respect to other warrants in issue, given the warrants include a net settlement clause and the exercise (or strike) price of the warrants
is denominated in a foreign currency ($) other than the Company’s functional currency, management concluded that, in line with
IAS 32 Financial Instruments: Presentation, the warrants will be accounted for as derivative financial instruments and presented as a
liability on the consolidated statement of financial position with the changes in fair value recognized in the consolidated statement
of comprehensive income/(loss).
The
relative fair values of the derivative liability and the equity component will be calculated and based on the actual transaction price,
will be allocated to the equity and the liability components using the relative fair value method.
Pre-Funded
warrants
The
Pre-Funded Warrants are classified as a component of equity because they are freestanding financial instruments that are legally detachable
and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, do not embody an
obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of ordinary shares upon exercise
(foreign exchange on nominal value of the shares is not considered relevant for the analysis because not more than an insignificant amount
related to the value of the share remains outstanding which is the $0.0001 nominal amount that remains open to be paid upon exercising
it). In addition, Pre-Funded Warrants do not provide any guarantee of value or return.
Initial
public offering (IPO) related expenses
Incremental
costs deemed to be incurred and directly attributable to the planned offering of securities were held as prepayments prior to being deducted
from the related proceeds of the offering in due course. Costs that relate to the stock market listing or are otherwise not incremental
and directly attributable to issuing new shares, are recorded as an expense in the statement of comprehensive income. Costs that relate
to both share issuance and listing are allocated between those functions on a rational and consistent basis. In the absence of a more
specific basis for apportionment, an allocation of common costs based on the proportion of new shares issued to the total number of (new
and existing) shares listed has been used.
2.
Critical accounting estimates and judgements
In
the application of the Group’s accounting policies, management are required to make judgements, estimates and assumptions about
the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions
are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The
estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period
in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where
the revision affects both current and future periods.
Judgements
made in applying accounting policies other than those involving estimations
Going
Concern
Our
evaluation of our ability to continue as a going concern requires us to evaluate our future sources and uses of cash sufficient to fund
our currently expected operations in conducting research and development activities one year from the date our consolidated financial
statements are issued. We evaluate the probability associated with each source and use of cash resources in making our going concern
determination. The research and development of cell therapies is inherently subject to uncertainty.
Management
believes that its existing cash balances will be able to fund current operations to November 2023 and when coupled with planned further
financings during 2023 and 2024 cash balances will be sufficient to fund the current operating plans for at least the twelve month period
following the filing date of these unaudited condensed consolidated interim financial statements. Should the additional planned financings
not occur as expected, management will implement alternative arrangements and such arrangements could have a potentially significant
negative impact on the current net asset value of the Group. These alternatives include: (1) raising additional capital my means other
than those planned through equity and/or debt financings; (2) entering into new commercial relationships to help fund future clinical
trial costs (i.e. licensing and partnerships); (3) reducing and/or deferring discretionary spending on general corporate overheads and
one or more of our research and development and / or clinical programs; and/or (4) restructuring operations to change our overhead structure
and make use of our manufacturing facilities to generate revenues from through third party manufacturing contracts. In the medium term
the Company’s future liquidity needs, and ability to address those needs, will largely be determined by the success of its product
candidates and key development and regulatory events and its decisions in the future.
Further
detail about the Company’s ability to continue as a going concern are described in Note 1 to the unaudited condensed consolidated
interim financial statements for the six months ended June 30, 2023.
Revenue
from contracts with customers
Identification
of contracts with pharma partners
The
Group has entered into collaboration agreements with a number of parties. Application of IFRS 15 “Revenue from contracts and customers”
on collaboration agreements requires judgement around whether these contracts were within the scope of IFRS 15.
The
Group’s core business is around researching and developing immunotherapies and collaborative agreements entered into with pharma
partners are consistent with those objectives and the outputs are in line with the Group’s ordinary activities.
The
contracts with pharma partners do not involve sharing the risks and benefits of a joint arrangement in the sense of IFRS 11 “Joint
arrangements”.
In
light of the nature of the work being undertaken with pharma partners, and the fact that these agreements have commercial substance with
clearly defined milestones and rights and obligations for each party, management has concluded that these collaboration agreements meet
the definition of a contract with a customer and fall within the scope of IFRS 15.
Identification
of performance obligations in contracts
The
collaboration agreements entered into by the Group include obligations to fulfil the research and development programs. Management identified,
from reviews of the relevant agreements, that there are no specific obligations but an implied performance obligation to deliver each
overall contracted research and development program. Reflecting the broad nature of these obligations, spanning the full duration of
the contract, the obligations are satisfied over the expected duration of the relevant contract.
Determination
and allocation of the transaction price
The
collaboration agreements include a number of elements of consideration and are allocated to the satisfaction of the relevant obligation.
The
Group can receive upfront payments as part of the consideration. The Group has determined that upfront payments are in connection with
the performance of the research and development program and are satisfied during the duration of the contract.
The
business is entitled to receive contractual milestone payments on achievement of certain performance obligations, with revenue being
recognized in the same way. The relevant transaction price is allocated to the related milestone.
Assumptions
about the future and other sources of estimation uncertainty
Revenue
from contracts with customers
Timing
of revenue recognition
Revenue
from upfront payments in connection with collaboration agreements is recognized over the estimated term over which the services promised
will be provided. This term was estimated by management at the inception of each contract and evaluated at each reporting date. Management
reviewed the status of the contract and specific contractual terms and concluded that as at December 31, 2022 no further services were
to be provided under the contract. The remaining deferred revenue was released as at December 31, 2022.
The
business is entitled to receive contractual milestone payments on achievement of certain performance obligations. Due to significant
uncertainties associated with the achievement of contractual milestones, no revenue has been recognized from milestone payments to date
and these will be recognized when the milestones are certain to occur.
Valuation
of ordinary shares
In
the period prior to become a listed Company on Nasdaq on February 10, 2022, there had been no public market for the Group’s ordinary
shares, the estimated fair value of the ordinary shares in the financial periods prior to February 10, 2022 has been determined by management,
considering the most recently available third-party valuations of the Group’s ordinary shares, and the assessment of additional
objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation
through the date of the grant.
After
considering the Market Approach, the Income Approach and the Asset-based Approach, we utilized the Market Approach to determine the estimated
fair value of our ordinary shares based on management’s determination that this approach was most appropriate for a clinical-stage
biopharmaceutical company at this point in its development, using the option-pricing method (“OPM”). Consideration was given
to the American Institute of Certified Public Accountants’ Practice Aid: “Valuation of Privately-Held Company Equity Securities
Issued as Compensation”, the likelihood of completing an IPO and recent transactions with investors.
As
a public trading market for our ordinary shares has now been established in connection with the completion of the IPO, the fair value
of our ordinary shares in connection with our accounting for embedded derivatives, warrants and share-based payment expenses will be
determinable by reference to the trading price of our ordinary shares on Nasdaq.
Valuation
of warrants
At
the time of issue of the warrants at the IPO date there was no trading history, as such the Group determined that a more appropriate
method for calculating the estimated fair value of the warrants at the point of recognition was using a Black Scholes option pricing
model. The Group determined the share price used in the fair value calculation in line with the methods discussed in Note 2 in connection
with the ‘Valuation of ordinary shares’. As a recently listed entity, the Group’s share price does not have sufficient
historical volatility to adequately assess the fair value of the embedded derivative. As a result, management considered the historical
volatility of other comparable publicly traded companies and, based on this analysis, concluded that a volatility of 90% was appropriate
for the valuation of embedded derivatives in in existence as at June 30, 2023.
As
a public trading market for our listed warrants has now been established in connection with the completion of the IPO, under the ticker
symbol ‘TCBPW’, the fair value of our listed warrants will be determinable, in the first instance, by reference to the trading
price of the warrants on Nasdaq. In line with IFRS 13 (“Fair value measurement”), if there has been a significant decrease
in the volume or level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques
may be appropriate. During the reporting period to June 30, 2022, the Company determined the fair value of its listed warrants by reference
to the trading price. Following the reverse share split in November 2022, the Company noted that the listed market price did not adjust
to reflect the amendment. In light the limited adjustment in the market priced and limited trading volumes at the reporting date, the
Group determined that the most appropriate method for calculating the estimated fair value of the warrants at the reporting date was
using a Black Scholes option pricing model.
With
respect to our unlisted warrants that are in issue, in the absence of any trading history, the Group determined that the most appropriate
method for calculating the estimated fair value of the warrants at the reporting date was using a Black Scholes option pricing model.
Share
option and other share-based payment assumptions
The
determination of the value of share-based payments requires management to use professional expertise to arrive at assumptions to be used
to calculate the value of the share-based payment. The estimated fair value of the options outstanding in the period was calculated by
applying a Black Scholes Model for those options issued in 2022. The most appropriate approach is selected with reference to the share
capital structure at the time of grant and the directors need to use judgement in setting the key assumptions. Further details are included
in Note 14.
The
Group determines the share price used in the fair value calculation in line with the methods discussed in Note 2 in connection with the
‘Valuation of ordinary shares’. As a recently listed entity, the Group’s share price does not have sufficient historical
volatility to adequately assess the fair value of the share option grants. As a result, management considered the historical volatility
of other comparable publicly traded companies and, based on this analysis, concluded that a volatility of 80% was appropriate for the
valuation of share options granted during the six months ended June 30, 2022. There were no share options granted in the six months ended
June 30, 2023.
The
expected life of the option, beginning with the option grant date, was used in valuing our share options. The expected life used in the
calculation of share-based payment expense is the time from the grant date to the expected exercise date. The life of the options, which
is a subjective estimate that can materially alter the valuation, depends on the option expiration date, volatility of the underlying
shares and vesting features.
IFRS
2 “Share-based Payment” requires the use of the risk-free rate of the country in which the entity’s shares are principally
held with a remaining term equal to the expected life of the option. This should also be the risk-free interest rate of the country in
whose currency the exercise price is expressed. The Group has applied the appropriate risk-free rate, based on 4-year, 3-year and 2-year
UK government bond yields as at the respective grant dates.
Convertible
loan redemption date
The
Group calculates the effective interest rate (“EIR”) to consider the potential repayment at redemption date by reference
to the face value amount and including the 5% of interest rate in each relevant cash outflow period. At the time of a listing, 50% of
the face value of loan notes in issue at the time (including interest accrued to date) converted to equity in the listed entity and 25%
of the face value of the loan notes were repaid 90 days after the listing date. The remaining loan notes are repayable or convertible
at the loan note holders’ option at 180 days after the listing date. For the purpose of calculating the EIR, management has used
the listing date of February 10, 2022.
3.
Revenue
Schedule of revenue from collaboration agreements
| |
June 30, | | |
June 30, | |
| |
Six months ended | |
| |
June 30, | | |
June 30, | |
| |
2023 | | |
2022 | |
| |
£ | | |
£ | |
Revenue from collaboration agreements | |
| - | | |
| 989,330 | |
Collaboration
agreements entered into by the Group provide for the entity to work with a partner to carry out collaborative research and development
work.
Performance
obligations around upfront payments are deemed to be satisfied over the estimated life of the services promised to be provided. This
term was estimated by management at the inception of each contract and evaluated at each reporting date. Management have reviewed the
status of the contract and specific contractual terms and concluded that at the year end date no further services are to be provided
under the contract. The remaining deferred revenue has been released as at December 31, 2022. There were no new collaboration agreements
entered into during the six months ended June 30, 2023.
4.
Other (expenses)/income
Schedule
of other (expenses) income
| |
June 30, | | |
June 30, | |
| |
Six months ended | |
| |
June 30, | | |
June 30, | |
| |
2023 | | |
2022 | |
| |
£ | | |
£ | |
Unrealized and realized exchange differences | |
| (87,631 | ) | |
| 54,002 | |
Unrealized
and realized exchange differences in the period relate to retranslation of the US dollar denominated convertible loan notes as at the
period end.
5.
Finance costs
Schedule of finance costs
| |
June 30, | | |
June 30, | |
| |
Six months ended | |
| |
June 30, | | |
June 30, | |
| |
2023 | | |
2022 | |
| |
£ | | |
£ | |
Interest on lease liabilities | |
| 92,365 | | |
| 122,304 | |
Other interest | |
| - | | |
| 13,503 | |
Interest on convertible loan (Note 10) | |
| 50,975 | | |
| 5,854,785 | |
Finance costs | |
| 143,340 | | |
| 5,990,592 | |
6.
Income tax credit
The
income tax credit recognized primarily represents the U.K. research and development tax credit. In the United Kingdom, the Company is
able to surrender some of its losses for a cash rebate of up to 10% of expenditure related to eligible research and development projects.
7.
Basic and diluted income per share
Summary of basic and diluted earnings per share
| |
June 30, | | |
June 30, | |
| |
Six months ended | |
| |
June 30, | | |
June 30, | |
| |
2023 | | |
2022 | |
| |
£ | | |
£ | |
Income for the period | |
| 353,582 | | |
| 512,658 | |
Basic weighted average number of shares outstanding (1) | |
| 3,030,825 | | |
| 551,923 | |
Basic and diluted weighted average number of shares outstanding (1) | |
| 3,488,575 | | |
| 674,398 | |
| |
| | | |
| | |
Basic income per share | |
| 0.12 | | |
| 0.93 | |
Diluted income per share | |
| 0.10 | | |
| 0.76 | |
Basic
income per share is calculated by dividing the income for the period attributable to the equity holders of the Group by the weighted
average number of shares outstanding during the period.
The
following potential shares, presented to reflect the fifty for one reverse share split noted above are anti-dilutive and are therefore
excluded from the weighted average number of shares for the purpose of diluted income per share:
Schedule
of anti-dilutive weighted average shares
| |
2023 | | |
2022 | |
| |
Six months ended June 30, | | |
Six months ended June 30, | |
| |
2023 | | |
2022 | |
| |
Number of shares | | |
Number of shares | |
Convertible loan notes – assuming all loan notes are converted to equity | |
| 856,253 | | |
| 33,768 | |
2021 Share Option Scheme | |
| 7,934 | | |
| 52,305 | |
Warrants in issue | |
| 7,083,037 | | |
| 318,443 | |
Dilutive effect securities | |
| 7,947,224 | | |
| 404,516 | |
8.
Trade and other receivables: due within one year
Schedule
of trade and other receivables
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
£ | | |
£ | |
Other receivables | |
| 1,164 | | |
| 56,264 | |
VAT owed to the Group | |
| 113,660 | | |
| 27,055 | |
Prepaid clinical trial costs | |
| 307,519 | | |
| 307,519 | |
Prepayments | |
| 188,365 | | |
| 528,618 | |
Trade and other receivables | |
| 610,708 | | |
| 919,456 | |
The
fair value of trade and other receivables are not materially different to the book value.
9.
Trade and other payables: due within one year
Schedule
of trade and other payables
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
£ | | |
£ | |
Trade payables | |
| 953,855 | | |
| 882,364 | |
Other tax and social security | |
| 137,017 | | |
| 293,467 | |
Accruals | |
| 1,331,482 | | |
| 944,904 | |
Other payables | |
| 72,178 | | |
| 38,323 | |
Trade and other payables | |
| 2,494,532 | | |
| 2,159,058 | |
The
fair value of trade and other payables are not materially different to the book value.
10.
Convertible loan
The
following table summarizes the changes in the convertible debt instrument during the six month period to June 30, 2023:
Summary
of changes in convertible debt
| |
Residual loan | | |
Embedded derivative | | |
Total | |
| |
£ | | |
£ | | |
£ | |
| |
| | |
| | |
| |
Balance at December 31, 2022 | |
| 653,484 | | |
| 2,439 | | |
| 655,923 | |
Accrued interest | |
| 50,975 | | |
| - | | |
| 50,975 | |
Modification of loan notes | |
| (53,619 | ) | |
| 699,464 | | |
| 645,845 | |
Conversion of loan notes | |
| (254,150 | ) | |
| - | | |
| (254,150 | ) |
Fair value adjustment | |
| - | | |
| (578,877 | ) | |
| (578,877 | ) |
Currency adjustment | |
| (31,525 | ) | |
| - | | |
| (31,525 | ) |
Balance at June 30, 2023 | |
| 365,165 | | |
| 123,026 | | |
| 488,191 | |
The
fair value of the residual loan is not materially different to the book value.
On
February 10, 2022, 74% of the face value, totaling $13,447,012 (£9,861,405), of loan notes in issue at the time (including interest
accrued to date) converted into 63,280 ordinary shares and 126,560 warrants over ordinary shares in the listed entity. In line with terms
of the loan notes and at the loan note holders’ option, 25% of the face value of the loan notes outstanding at the IPO (after adjusting
for noteholders who had converted in full at the IPO) were repaid 90 days after the listing date.
On
August 9, 2022 the Company agreed with one of the loan note holders not to exercise the right to require the loan notes to be repaid
in cash in accordance with the terms of the loan notes and to amend certain other aspects of the loan notes (“2022 amended loan
notes”). As additional consideration, the Company has issued warrants to subscribe for 11,678 ordinary shares in the share capital
of the Company.
On
April 3, 2023, the Company agreed with the loan note holder not to exercise the right to require the loan notes to be repaid in cash
in accordance with the terms of the loan notes and to amend certain other aspects of the loan notes (“2023 amended loan notes”).
As additional consideration, the Company has issued warrants to subscribe for 200,000 ordinary shares in the share capital of the Company.
This warrant contained a condition whereby if a registration statement, to be filed by the Company, registering all of the securities
underlying the note holder’s amended convertible loan note, was not declared effective by July 31, 2023, the note holder will be
entitled to receive 0.30 Ordinary Shares for each share it was originally entitled to purchase under these warrants without the payment
of any additional consideration. No such registration statement was filed. The related fair value of the issue of any additional securities
is approximately $37,000 and is not considered material to the financial statements.
In
the period to June 30, 2023, loan notes with a value of £254,150 ($323,000) were converted into equity for 527,016 Ordinary Shares.
Following the period end, the remaining balance £365,165 ($486,692) and interest was converted into equity for 1,070,290 Ordinary
Shares.
Accounting
for the original loan notes
As
the loan notes have two elements, the debt instrument and the conversion option which is accounted for as an embedded derivative liability,
the fair value of the conversion option is calculated first and then subtracted from the fair value of the entire instrument net of issuance
costs totaling.
When
considering the fair value of the conversion option at the points of initial recognition management took into account the probability
of a listing happening before maturity and what the expected fair value of the shares would be at the listing. The embedded derivative
was measured at fair value on the date of issuance (based on the Black-Scholes valuation model).
The
loan is subsequently measured at amortized cost. Management calculates the effective interest rate (“EIR”) to consider the
potential repayment at redemption date by reference to the face value amount after taking into account the 5% of interest rate.
The
value of the embedded derivative is remeasured at fair value at each reporting date (based on the Black-Scholes valuation model) with
recognition of the changes in fair value in the consolidated statements of comprehensive income/(loss) in accordance with IFRS 9. The
inputs associated with calculating the fair value of the embedded derivative are considered to be Level 3 (inputs not based on observable
market data) as defined by IFRS 7 – Financial instruments: Disclosures.
The
conversion option had been fully extinguished by December 31, 2022, and as such the related value of the option was £Nil.
Accounting
for the amended loan notes
The
modifications to 2022 amended loan notes represent as substantial amendment as the modifications are related to:
|
1. |
Removing
the exercise of the right to require the loan in cash as of August 9, 2022. |
|
|
|
|
2. |
Extending
the repayment date to January 31, 2023, and modifying the structure to be repaid in shares if not redeemed before in cash. |
|
|
|
|
3. |
Revising
the conversion price for the conversion of the loan notes in shares. The revised conversion price would be $0.50 and, if the 5-day
trailing VWAP of the Company’s ADS is above that and $0.20 as a floor. |
|
|
|
|
4. |
Giving
the option to the holder for redemption in cash, which will occur no later than February 10, 2023, and to the Company for an early
redemption at any moment but having the Holder an option to convert into shares using the revised conversion price at that moment. |
The
modifications to the 2023 amended loan notes represent as substantial amendment as the modifications are related to:
|
1. |
A
waiver to any defaults arising in connection with the 2022 amended loan notes. |
|
|
|
|
2. |
Extending
the repayment date to January 15, 2024; and |
|
|
|
|
3. |
Amend
the Conversion Price (as defined in the Loan Note) of the outstanding loan notes to be the lesser of $1.00 or the lowest closing
price of the Ordinary Shares during the ten (10) day period prior to the date the Noteholder delivers a notice of conversion to the
Company, not to be lower than $0.20 |
In
line with IFRS 9.3.3.2, an exchange between an existing borrower and lender of debt instruments with substantially different terms shall
be accounted for as an extinguishment of the original financial liability (with the associate gain or loss shown in the Income Statement)
and the recognition of a new financial liability. In addition, as consideration for these modifications, the Company has issued additional
warrants to subscribe for 200,000 ordinary shares in the share capital of the Company.
The
original financial instrument was derecognised, including any unamortised transaction costs, and the new instrument was initially recognised
at fair value and subsequently measured at amortised cost at each reporting date.
The
conversion option is a single embedded derivative that is separately recognized as a liability and accounted for at fair value through
profit and loss. The conversion options are financial liabilities in accordance with IAS 32:11 because the Company issues shares such
that the fair value of the shares delivered is always equal to the amount of the contractual obligation (i.e. a variable number of shares
depending on the share price of the stock). As a result, the conversion options are part of the financial liability debt instrument and
should be evaluated under the embedded derivatives guidance. Because the conversion options are indexed to the equity of the issuer,
these are not closely related to the host contract as stipulated under IFRS 9:B4.3.5(c).
This
instrument is considered as a new freestanding financial instrument and constitutes an embedded derivative liability that is separately
recognized as a liability and accounted for at fair value through profit and loss.
The
value of the embedded derivatives are remeasured at fair value at each reporting date (based on the Black-Scholes valuation model) with
recognition of the changes in fair value in the consolidated statements of comprehensive income/(loss) in accordance with IFRS 9. The
inputs associated with calculating the fair value of the embedded derivative are considered to be Level 3 (inputs not based on observable
market data) as defined by IFRS 7 – Financial instruments: Disclosures.
Schedule of valuation assumption on convertible debt
Conversion
option
| |
April 3, 2023 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 1.00 | | |
$ | 1.00 | |
Share price in USD | |
$ | 1.70 | | |
$ | 0.54 | |
Time to maturity | |
| 0.8 years | | |
| 0.6 years | |
Expected volatility | |
| 90 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 4.1 | % | |
| 4.1 | % |
Dividend yield | |
| - | | |
| - | |
Related
share purchase warrants
| |
April 3, 2023 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 5.00 | | |
$ | 5.00 | |
Share price in USD | |
$ | 1.700 | | |
$ | 0.54 | |
Time to maturity | |
| 5 years | | |
| 4.8 years | |
Expected volatility | |
| 90 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 4.5 | % | |
| 4.5 | % |
Dividend yield | |
| - | | |
| - | |
11.
Warrants – derivative
The
following table summarizes the changes in the warrant derivative liability during the six month period to June 30, 2023:
Summary
of changes In warrant derivative liability
| |
Embedded derivative | |
| |
£ | |
| |
| |
Balance at December 31, 2022 | |
| 6,020,863 | |
Fair value of warrants issued in the period | |
| 2,893,619 | |
Fair value adjustment | |
| (7,637,088 | ) |
Balance at June 30, 2023 | |
| 1,277,394 | |
On
February 10, 2022, TC BioPharm (Holdings) plc completed an IPO on Nasdaq, issuing American Depositary Shares (“ADSs”) and
warrants to buy ADSs. The ADSs and warrants are considered two freestanding financial instruments because each can be traded separately.
The exercise price of the Warrants is $4.25 per ADS and will expire on the sixth anniversary of the date of issuance. The exercise price
is subject to standard anti-dilutive adjustments in the event of certain stock splits, stock combinations, stock dividends or recapitalizations,
and it is also subject to adjustment in certain events specified in the warrant agreement.
On
November 27, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited
investors (the “Investors”) as purchasers. Pursuant to the Purchase Agreement, the Company sold, and the Investors purchased
in a private placement an aggregate of 155,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up
to 1,315,000 ADS (the “Pre-Funded Warrants”), series A purchase warrants to purchase up to 1,470,000 ADSs (the “Series
A Ordinary Warrants”) and series B purchase warrants to purchase up to 1,470,000 ADSs (the “Series B Ordinary Warrants”
and together with the Series A Ordinary Warrants, the “Ordinary Warrants”) for aggregate gross proceeds of $7,350,000 (£6,073,376),
excluding any proceeds that may be received upon exercise of the Ordinary Warrants. The purchase price for each ADS and associated Ordinary
Warrants is $5.00 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants is $4.999.
On
March 27, 2023, TC BioPharm Holdings (PLC) (the “Company”), entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and
sell an aggregate of 215,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up to 3,222,500 ADS
(the “Pre-Funded Warrants”), and series C purchase warrants to purchase up to 3,437,500 ADSs (the “Ordinary Warrants”
and together with the Pre-Funded Warrants and the ADSs, the “Securities”). The purchase price for each ADS and associated
Ordinary Warrants was $1.60 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants was $1.599. The Ordinary
Warrants were immediately exercisable, expire five (5) years from the date of issuance and have an exercise price of $1.75 per ADS. The
Pre-Funded Warrants may be exercised at any time until all of the Pre-Funded Warrants are exercised in full at an exercise price of $0.001
per ADS. The total net proceeds from this offering were approximately $4.9 million, after deducting estimated offering expenses of approximately
$0.6 million.
In
connection with the Offering, the Company agreed that certain existing warrants to purchase up to an aggregate of 2,800,000 ADSs of the
Company that were previously issued on November 30, 2022, at an exercise price of $5.00 per ADS and expiration dates of May 30, 2025
and May 30, 2028, were amended effective upon the closing of the Offering so that the amended warrants had a reduced exercise price of
$1.75 per ADS.
Given
the warrants include a net settlement clause and the exercise (or strike) price of the warrants is denominated in a foreign currency
($) other than the Company’s functional currency, management concluded that the warrants should be accounted for as derivative
financial instruments and presented as a liability on the consolidated statement of financial position with the changes in fair value
recognized in the consolidated statement of comprehensive income/(loss).
The
relative fair values of the derivative liability and the equity component were calculated and based on the actual transaction price will
be allocated to the equity and the liability components using the relative fair value method.
As
at the date of issue of the warrants on November 27, 2022, the calculated fair value of the warrants was in excess of the fair value
of the consideration received. The difference (£1,472,746) was debited to the Income Statement. The related transactions costs
(£593,337) associated with the issue were also included within the Income Statement as part of the Change in fair value of warrant
derivatives.
Listed
warrants in issue
A
fair value of $0.03 per each warrant was identified as at December 31, 2022. A fair value of $0.001 per each warrant has been identified
as at the reporting date.
The
inputs associated with calculating the fair value of the embedded derivative at recognition were considered to be Level 3 (inputs not
based on observable market data) as defined by IFRS 7 – Financial instruments: Disclosures.
The
model inputs were as follows:
Schedule of valuation assumption on warrants derivative
| |
December 31, 2022 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 212.50 | | |
$ | 212.50 | |
Share price in USD | |
$ | 3.85 | | |
$ | 0.54 | |
Time to maturity | |
| 5.1 years | | |
| 4.6 years | |
Expected volatility | |
| 90 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 4.00 | % | |
| 3.90 | % |
Dividend yield | |
| - | | |
| | |
The
value of the embedded derivative for the listed warrants is remeasured at fair value at each reporting date with recognition of the changes
in fair value in the consolidated statements of comprehensive income/(loss) in accordance with IFRS 9.
Unlisted
warrants in issue
Series
A warrants
A
fair value of $2.58 per each warrant was identified at December 31, 2022. A fair value of $0.28 per each warrant has been identified
as at the reporting date.
The
inputs associated with calculating the fair value of the embedded derivative at recognition were considered to be Level 3 (inputs not
based on observable market data) as defined by IFRS 7 – Financial instruments: Disclosures.
| |
December 31, 2022 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 5.00 | | |
$ | 1.75 | |
Share price in USD | |
$ | 3.85 | | |
$ | 0.54 | |
Time to maturity | |
| 5.4 years | | |
| 4.9 years | |
Expected volatility | |
| 85 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 3.9 | % | |
| 3.9 | % |
Dividend yield | |
| - | | |
| - | |
Series
B warrants
A
fair value of $1.84 per each warrant was identified at December 31, 2022. A fair value of $0.11 per each warrant has been identified
as at the reporting date.
The
inputs associated with calculating the fair value of the embedded derivative at recognition were considered to be Level 3 (inputs not
based on observable market data) as defined by IFRS 7 – Financial instruments: Disclosures.
| |
December 31, 2022 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 5.00 | | |
$ | 1.75 | |
Share price in USD | |
$ | 3.85 | | |
$ | 0.54 | |
Time to maturity | |
| 2.4 years | | |
| 1.9 years | |
Expected volatility | |
| 90 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 4.3 | % | |
| 4.3 | % |
Dividend yield | |
| - | | |
| - | |
Series
C warrants
A
fair value of $1.08 per each warrant was identified at the issue date of March 30, 2023. A fair value of $0.28 per each warrant has been
identified as at the reporting date.
The
inputs associated with calculating the fair value of the embedded derivative at recognition were considered to be Level 3 (inputs not
based on observable market data) as defined by IFRS 7 – Financial instruments: Disclosures.
| |
March 30, 2023 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 1.75 | | |
$ | 1.75 | |
Share price in USD | |
$ | 1.55 | | |
$ | 0.54 | |
Time to maturity | |
| 5 years | | |
| 4.7 years | |
Expected volatility | |
| 90 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 4.00 | % | |
| 4.0 | % |
Dividend yield | |
| - | | |
| - | |
Underwriter
warrants
A
fair value of $1.05 per each warrant was identified at the issue date of November 30, 2022. A fair value of $0.26 per each warrant has
been identified as at the reporting date.
The
inputs associated with calculating the fair value of the embedded derivative at recognition were considered to be Level 3 (inputs not
based on observable market data) as defined by IFRS 7 – Financial instruments: Disclosures.
| |
March 30, 2023 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 2.00 | | |
$ | 2.00 | |
Share price in USD | |
$ | 1.55 | | |
$ | 0.54 | |
Time to maturity | |
| 5 years | | |
| 4.8 years | |
Expected volatility | |
| 90 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 4.0 | % | |
| 4.0 | % |
Dividend yield | |
| - | | |
| - | |
12.
Lease liabilities and similar
Maturity
analysis of leases and similar
Schedule
of maturity analysis
June 30, 2023 | |
Undiscounted
lease payments | | |
Interest | | |
Present value | |
| |
£ | | |
£ | | |
£ | |
Not later than one year | |
| 453,121 | | |
| 154,075 | | |
| 299,046 | |
Between one year and five years | |
| 1,788,060 | | |
| 341,587 | | |
| 1,446,473 | |
More than five years | |
| 223,497 | | |
| 6,796 | | |
| 216,701 | |
Lease
Liabilities | |
| 2,464,678 | | |
| 502,458 | | |
| 1,962,220 | |
December 31, 2022 | |
Undiscounted
lease payments | | |
Interest | | |
Present value | |
| |
£ | | |
£ | | |
£ | |
Not later than one year | |
| 495,482 | | |
| 167,449 | | |
| 328,033 | |
Between one year and five years | |
| 1,788,060 | | |
| 400,029 | | |
| 1,388,031 | |
More than five years | |
| 446,766 | | |
| 22,347 | | |
| 424,419 | |
Lease
Liabilities | |
| 2,730,308 | | |
| 589,825 | | |
| 2,140,483 | |
The
balances relating to lease liabilities and similar can be further analyzed as follows:
Lease
liabilities
Schedule
of maturity analysis
June 30, 2023 | |
Undiscounted lease
payments | | |
Interest | | |
Present value | |
| |
£ | | |
£ | | |
£ | |
Not later than one year | |
| 447,015 | | |
| 154,027 | | |
| 292,988 | |
Between one year and five years | |
| 1,788,060 | | |
| 341,587 | | |
| 1,446,473 | |
More than five years | |
| 223,497 | | |
| 6,796 | | |
| 216,701 | |
Lease Liabilities | |
| 2,458,572 | | |
| 502,410 | | |
| 1,956,162 | |
December 31, 2022 | |
Undiscounted lease
payments | | |
Interest | | |
Present value | |
| |
£ | | |
£ | | |
£ | |
Not later than one year | |
| 451,029 | | |
| 166,069 | | |
| 284,960 | |
Between one year and five years | |
| 1,788,060 | | |
| 400,029 | | |
| 1,388,031 | |
More than five years | |
| 446,766 | | |
| 22,347 | | |
| 424,419 | |
Lease Liabilities | |
| 2,685,855 | | |
| 588,445 | | |
| 2,097,410 | |
The
principal leasing activities undertaken by the Group relate to the lease of property for the business.
An
incremental borrowing rate of 8.60% has been applied to leases during the reporting period. Total cash outflows in the period in relation
to leases are noted in the cash flow statement.
Sale
and leaseback arrangements
In
addition, the Group undertakes some sale and leaseback transactions to secure financing. From a review of the sale and leaseback agreements,
it is deemed that as no formal sale has occurred the Group continues to recognize the asset on the balance sheet with a corresponding
liability stated at amortized cost. There were no gains or losses recognized on sale and leaseback transactions in the period.
Schedule
of maturity analysis
June 30, 2023 | |
Undiscounted lease
payments | | |
Interest | | |
Present value | |
| |
£ | | |
£ | | |
£ | |
Not later than one year | |
| 6,106 | | |
| 48 | | |
| 6,058 | |
December 31, 2022 | |
Undiscounted lease
payments | | |
Interest | | |
Present value | |
| |
£ | | |
£ | | |
£ | |
Not later than one year | |
| 44,452 | | |
| 1,380 | | |
| 43,073 | |
Lease Liabilities | |
| - | | |
| - | | |
| - | |
Set
out below are the carrying amounts of right-of-use assets recognized and the movements during the period:
Schedule of right-of-use
assets recognized
| |
Buildings £ | | |
Other £ | | |
Total £ | |
| |
| | |
| | |
| |
At January 1, 2023 | |
| 1,186,891 | | |
| 2,056 | | |
| 1,188,947 | |
Charge for the period | |
| (96,232 | ) | |
| (2,056 | ) | |
| (98,288 | ) |
At June 30, 2023 | |
| 1,090,659 | | |
| - | | |
| 1,090,659 | |
The
following amounts are recognized in the consolidated statement of comprehensive income/(loss) :
Schedule of recognized
comprehensive loss
| |
Six months ended June 30, | | |
Six months ended June 30, | |
| |
2023 | | |
2022 | |
| |
£ | | |
£ | |
Amortization of right of use assets | |
| 98,288 | | |
| 98,289 | |
Interest on lease liabilities | |
| 113,283 | | |
| 113,283 | |
Total | |
| 211,571 | | |
| 211,572 | |
13.
Share capital and reserves
Schedule of share capital shares
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
£ | | |
£ | |
| |
| | |
| |
Share capital | |
| 397,978 | | |
| 397,493 | |
Share premium | |
| 18,134,171 | | |
| 16,597,811 | |
Total
share capital and premium | |
| 18,532,149 | | |
| 16,995,304 | |
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
Number | | |
Number | |
Authorized, allotted, called up and fully paid share capital comprises: | |
| | | |
| | |
Ordinary shares of £0.0001 each | |
| 5,799,298 | | |
| 949,958 | |
Deferred shares of £0.4999 each | |
| 794,955 | | |
| 794,955 | |
Total Ordinary shares outstanding at the end of the period | |
| 6,594,253 | | |
| 1,744,913 | |
Summary of changes in equity
| |
Number of | | |
Ordinary share capital | | |
Deferred share | | |
Share premium | |
| |
shares | | |
£ | | |
capital | | |
£ | |
Fully paid share capital: | |
| | | |
| | | |
| | | |
| | |
Balance at December 31, 2022 | |
| 1,744,913 | | |
| 95 | | |
| 397,398 | | |
| 16,597,811 | |
Issue of Ordinary shares | |
| 4,849,340 | | |
| 485 | | |
| - | | |
| 1,536,360 | |
Balance at June 30, 2023 | |
| 6,594,253 | | |
| 580 | | |
| 397,398 | | |
| 18,134,171 | |
On
March 27, 2023, TC BioPharm Holdings (PLC) (the “Company”), entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and
sell an aggregate of 215,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up to 3,222,500 ADS
(the “Pre-Funded Warrants”), and series C purchase warrants to purchase up to 3,437,500 ADSs (the “Ordinary Warrants”
and together with the Pre-Funded Warrants and the ADSs, the “Securities”). The purchase price for each ADS and associated
Ordinary Warrants was $1.60 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants was $1.599. The Ordinary
Warrants were immediately exercisable, expire five (5) years from the date of issuance and have an exercise price of $1.75 per ADS. The
Pre-Funded Warrants may be exercised at any time until all of the Pre-Funded Warrants are exercised in full at an exercise price of $0.001
per ADS. The total net proceeds from this offering were approximately $4.9 million, after deducting estimated offering expenses of approximately
$0.6 million.
In
connection with the Offering, the Company agreed that certain existing warrants to purchase up to an aggregate of 2,800,000 ADSs of the
Company that were previously issued on November 30, 2022, at an exercise price of $5.00 per ADS and expiration dates of May 30, 2025
and May 30, 2028, were amended effective upon the closing of the Offering so that the amended warrants will have a reduced exercise price
of $1.75 per ADS.
In
the period from January 1, 2023 to June 30, 2023, the holders of prefunded warrants, exercised prefunded warrants to purchase 4,114,500
ADSs.
In
the period from January 1, 2023 to June 30, 2023, the holders of Convertible Loan Notes exercised their rights to convert the notes to
purchase 519,840 ADSs.
14.
Share-based payments
Enterprise
Management Incentive (EMI) share option scheme
The
Company operates an HMRC Approved Enterprise Management Incentive (EMI) share option scheme for employees. Effective December 16, 2014,
the Company approved a share option scheme under which the Board of Directors of the Company can award options to directors, officers,
employees and consulting personnel of the Company. The Board of Directors will determine the terms, limitations, restrictions and conditions
of the options granted under the plan.
The
Company has granted options over shares to certain employees.
Schedule of stock options activity
| |
Number of
share options | | |
Weighted average exercise price £ | |
| |
| | |
| |
Outstanding at December 31, 2022 | |
| 106,585 | | |
| 23.00 | |
Granted during the period | |
| - | | |
| - | |
Exercised during the period | |
| - | | |
| - | |
Forfeited during the period | |
| - | | |
| - | |
Outstanding at June 30, 2023 | |
| 106,585 | | |
| 23.00 | |
| |
| | | |
| | |
Exercisable at June 30, 2023 | |
| 106,585 | | |
| 23.00 | |
Unexercisable at June 30, 2023 | |
| - | | |
| - | |
The
estimated fair value of the options outstanding in the period was calculated by applying a Black Scholes Model. The most appropriate
approach is selected with reference to the share capital structure at the time of grant. The weighted average fair value of the options
at the measurement date was £Nil (2022: £Nil). The expense recognized for share-based payments in respect of employee services
received during the six months to June 30, 2023 is £Nil as all options were fully vested as of December 31, 2022 (six months to
June 30, 2022: £Nil).
As
a privately held company, the Company’s share price does not have sufficient historical volatility to adequately assess the fair
value of the share option grants. As a result, management considered the historical volatility of other comparable publicly traded companies
and, based on this analysis, concluded that a volatility of 75% was appropriate for the valuation of our share options.
As
part of the valuation exercise reference was made to historical share issue prices, taking into account discounts for lack of control
and marketability.
The
options granted under the EMI share option scheme will typically vest between one and two years after the date of grant. The exception
is options granted to senior management that vest immediately. As at the period end all options had fully vested.
Upon
vesting, each option entitles the holder to purchase one ordinary share at a specified option price determined at the grant date.
2021
Share Option Scheme
Effective
immediately prior to completion of the IPO on February 10, 2022, the Company adopted a new share option scheme, or the 2021 Share Option
Scheme, for the purpose granting share options to incentivize our directors, employees and consultants and the directors, employees and
consultants of our subsidiary companies. The 2021 Share Option Scheme incorporates a sub-plan for option holders subject to taxation
in the United States, or the 2021 U.S. Sub-Plan, to provide for the grant of U.S. qualified incentive options.
The
Company has granted options over shares to certain employees and directors.
Schedule of stock options activity
| |
Number of share options | | |
Weighted average exercise price $ | |
| |
| | |
| |
Outstanding at December 31, 2022 | |
| 52,305 | | |
| 212.00 | |
Granted during the period | |
| - | | |
| - | |
Exercised during the period | |
| - | | |
| - | |
Forfeited during the period | |
| (13,468 | ) | |
| 212.00 | |
Outstanding at June 30, 2023 | |
| 38,837 | | |
| 212.00 | |
| |
| | | |
| | |
Exercisable at June 30, 2023 | |
| 30,903 | | |
| 212.00 | |
Unexercisable at June 30, 2023 | |
| 7,934 | | |
| 212.00 | |
The
estimated fair value of the options outstanding in the period was calculated by applying a Black Scholes Model. The most appropriate
approach is selected with reference to the share capital structure at the time of grant. The weighted average fair value of the options
at the measurement date was $53.42. The expense recognized for share-based payments in respect of employee services received during the
six months to June 30, 2023 is £142,321.
As
a recently listed entity, the Company’s share price does not have sufficient historical volatility to adequately assess the fair
value of the share option grants. As a result, management considered the historical volatility of other comparable publicly traded companies
and, based on this analysis, concluded that a volatility of 80% was appropriate for the valuation of our share options.
The
options granted under the 2021 share option scheme will typically vest over three years after the date of grant. In some cases, options
granted to senior management vested immediately. As at June 30, 2023 the unvested options would, under the agreed terms, vest evenly
over the remaining period in either six month or annual instalments.
Upon
vesting, each option entitles the holder to purchase one ordinary share at a specified option price determined at the grant date.
Additional
right to subscribe for shares
On
August 25, 2020 the Company issued Ordinary shares included an additional right to subscribe for a fixed number (15,891) of shares at
£215.00 per share at a future date based on certain clinical and commercial milestones. The estimated fair value of the right to
subscribe was calculated by applying a Black Scholes Model. This was deemed the most appropriate approach due to the future liquidity
event being date-uncertain and could take one of many forms.
15.
Related party transactions
The
directors and senior executives who have the authority and responsibility for planning, directing and controlling the entity are considered
to be key management personnel. Total remuneration in respect of these individuals is disclosed in the table below:
Schedule
of related party transactions
| |
Six months ended June 30, 2023 | | |
Six months ended June 30, 2022 | |
| |
£ | | |
£ | |
Short-term employee benefits | |
| 959,182 | | |
| 859,730 | |
Share-based payments | |
| 130,048 | | |
| 827,913 | |
Related party transactions | |
| 1,089,230 | | |
| 1,687,643 | |
16.
Financial liabilities
The
following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted,
and include estimated interest repayments.
Schedule of maturity of
financial liabilities
June 30, 2023 | |
Carrying amounts | | |
Total | | |
2 months or less | | |
2-12 months | | |
12-24 months | | |
More than 2 years | |
Financial liabilities | |
£ | | |
£ | | |
£ | | |
£ | | |
£ | | |
£ | |
Trade payables | |
| 953,855 | | |
| 953,855 | | |
| 953,855 | | |
| - | | |
| - | | |
| - | |
Convertible loan | |
| 409,682 | | |
| 409,682 | | |
| 409,682 | | |
| - | | |
| - | | |
| - | |
Other payables | |
| 1,540,677 | | |
| 1,540,677 | | |
| 1,062,850 | | |
| 477,827 | | |
| - | | |
| - | |
December 31, 2022 | |
Carrying amounts | | |
Total | | |
2 months or less | | |
2-12 months | | |
12-24 months | | |
More than 2 years | |
Financial liabilities | |
£ | | |
£ | | |
£ | | |
£ | | |
£ | | |
£ | |
Trade payables | |
| 882,364 | | |
| 882,364 | | |
| 882,364 | | |
| - | | |
| - | | |
| - | |
Convertible loan | |
| 655,923 | | |
| 655,923 | | |
| 655,923 | | |
| - | | |
| - | | |
| - | |
Other payables | |
| 1,276,694 | | |
| 1,276,694 | | |
| 705,976 | | |
| 570,718 | | |
| - | | |
| - | |
Financial liabilities | |
| 2,814,981 | | |
| 2,814,981 | | |
| 2,244,263 | | |
| 570,718 | | |
| - | | |
| - | |
17.
Risk management
The
Group is exposed to a variety of risks in the ordinary course of our business, including, but not limited to, currency risk, liquidity
risk, equity price risk and credit risk, as discussed below. The Group regularly assess each of these risks to minimize any adverse effects
on our business as a result of those factors.
Credit
risk
Credit
risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Group’s receivables from customers and from its financing activities, including deposits
with banks and financial institutions, foreign exchange transactions and other financial instruments. The Group only engages with banks
and financial institutions with a Standard and Poor credit rating of BBB or greater.
The
Group has a small number of customers as part of its collaboration agreements. To manage the credit risks around collaboration agreements
the Group will assess the creditworthiness of partners as part of the engagement process.
The
Group has monitoring procedures in place to identify and follow up on any overdue debts.
Credit
risk from balances with banks and financial institutions is managed by the Group’s finance department in accordance with the Group’s
policy to only place funds with approved counterparties with the appropriate credit rating.
The
Group is exposed to no material credit risk.
Liquidity
risk
Liquidity
risk is the risk that necessary sources of funding for the Group’s business activities may not be available.
The
Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring
forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
The
Group is utilizing shareholder funds, collaboration agreements, grant funding and asset finance to support its working capital requirements.
All
cash funds are held with a maturity of three months or less.
Market
risk
Market
risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity
risk.
Interest
rate risk
Interest
rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Group is exposed to no material interest rate risk.
Currency
risk
The
Group has transactions denominated in various currencies, with the principal currency exposure being fluctuations in U.S. Dollars and
Euros against pound sterling. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s
Convertible Loan Notes that are denominated in US Dollars and a limited number of supplier agreements denominated in currencies other
than pound sterling. As at June 30, 2023, a 10% increase in GBPUSD exchange rate would reduce the liability for the Convertible Loan
Notes by £14,860. As at June 30, 2023, a 10% decrease in GBPUSD exchange rate would increase the liability for the Convertible
Loan Notes by £62,985.
Equity
price risk
The
Warrants issued by the Group contain an embedded derivative components that are accounted for at fair value at each period end. A change
in the price per ADS will impact the valuation of the embedded derivatives. As at June 30, 2023, a 10% increase in the price per ADS
would increase the value of the embedded derivative liability by £208,896. As at June 30, 2023, a 10% decrease in the price per
warrant would decrease the value of the embedded derivative by £200,721.
Other
price risk
The
Group is not exposed to material other price risks with regard to areas such as commodities or equity.
The
following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted,
and include estimated interest repayments.
18.
Contingent liability
In
accordance with the terms of a Convertible Loan Note (‘Note’) on August 9, 2022 (the Conversion Date) the Company issued
179,468 Ordinary Shares and 358,936 listed warrants to the Note holder in full satisfaction of the Note in the aggregate amount of $762,740.
The holder filed a claim in the English courts on 19 June 2023 asserting that notice was provided such that the Company should have paid
it the value of the Note in cash, rather than by settling it through the issuance of Ordinary Shares and listed warrants. The holder
is demanding payment of the face value of the Note, together with interest, (approximately $860,000). The litigation process is in its
early stages and is not expected to conclude until late 2024 or later. The Company is contesting the claim in its entirety and believes
that it acted correctly, under the terms of the Note and has accounted for the transaction on that basis, and that no further amounts
are payable to the holder.
19.
Subsequent events
On
July 10, 2023, the Company entered into a warrant amendment with an existing investor pursuant to which the Company and the investor
agreed that certain existing warrants to purchase 2,800,000 ADSs of the Company that were previously issued on November 30, 2022 (the
“November 2022 Warrants”) and certain existing warrants to purchase 3,437,500 ADSs of the Company that were previously issued
on March 30, 2023 (the “March 2023 Warrants,” and together with the November 2022 Warrants, the “Existing Warrants”)
would be amended as follows: (i) amend the current exercise price on all Existing Warrants so that it is now equal to £0.35, (ii)
extend the termination date on 50% of the November 2022 Warrants and all of the March 2023 Warrants until May 30, 2028 and (iii) amend
to the definition of “Black Scholes Value” included in Section 3(e) of the Existing Warrants.
On
August 30, 2023, TC Biopharm (Holdings) PLC (the “Company”), entered into an inducement offer letter agreement (the “Inducement
Letter”) with certain holders (the “Holders”) of existing Series A, B and C warrants (the “Existing Warrants”)
to purchase ordinary shares represented by American depositary shares (the “ADSs”) of the Company.
Pursuant
to the Inducement Letter, the Holders agreed to exercise for cash their Existing Warrants to purchase an aggregate of 6,237,500 ADSs
of the Company in consideration for the Company’s agreement to issue new Series D warrants to purchase ordinary shares represented
by ADSs (the “New Warrants”), as described below, to purchase up to 12,475,000 of the Company’s ordinary shares represented
by ADSs (the “New Warrant ADSs”). The Company received aggregate gross proceeds of approximately £2.2 million (approximately
$2.8m) from the exercise of the Existing Warrants by the Holders, before deducting placement agent fees payable by the Company.
Exhibit
99.2
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You
should read the following discussion and analysis of financial condition and operating results together with the information in our consolidated
financial statements and the related notes to those statements included elsewhere in our Annual Report. We present our consolidated financial
statements in pounds sterling and in accordance with International Financial Reporting Standards, or IFRS, as issued by the International
Accounting Standards Board, or IASB, which may differ in material respects from generally accepted accounting principles in other jurisdictions,
including generally accepted accounting principles in the United States, or U.S. GAAP.
The
statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources
and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and
uncertainties, including the risks and uncertainties described in the sections titled “Risk Factors” within our Annual Report.
Our actual results may differ materially from those contained in the following discussion and analysis.
Our
books and records are maintained in pounds sterling. For the purposes of convenience to the reader, we have translated pound sterling
amounts as of and for the month ended June 30, 2023 into US Dollars at the rate of £1.00 to $1.2709, which was the noon buying
rate of the Federal Reserve Bank of New York on June 30, 2023. These translations should not be considered representations that any such
amounts have been, could have been, or could be converted into US Dollars at that or any other exchange rate as of that date or any other
date.
TC
BioPharm (Holdings) plc (“TC BioPharm” or the “Company”) was incorporated on October 25, 2021. On December 17,
2021, all shareholders in TC BioPharm Limited and holders of convertible loan notes in TC BioPharm Limited exchanged their shares and
convertible loan notes for the same number and classes of newly issued shares and/or convertible loan notes in TC BioPharm (Holdings)
plc and, as a result, TC BioPharm Limited became a wholly owned subsidiary of TC BioPharm (Holdings) plc (the “Group”). The
corporate reorganization has been accounted for as a business combination under common control and therefore, TC BioPharm (Holdings)
plc is a continuation of TC BioPharm Limited and its subsidiaries. The corporate reorganization has been given retrospective effect in
these consolidated financial statements, which represent the consolidated financial statements of TC BioPharm (Holdings) plc. All TC
BioPharm Limited share options granted to directors and employees under share option plans that were in existence immediately prior to
the reorganization were exchanged for share options in TC BioPharm (Holdings) plc on a one-for-one basis with no change in any of the
terms or conditions.
On
December 17, 2021 and subsequent to the group reorganization, the Company undertook a share split such that one issued ordinary share
was exchanged for ten new ordinary shares. As a result of the share split, all references in these consolidated financial statements
and accompanying notes to units of ordinary shares or per share amounts are reflective of the forward share split for all periods presented.
In addition, the exercise prices and the numbers of ordinary shares issuable upon the exercise of any outstanding options to purchase
ordinary shares were proportionally adjusted pursuant to the respective anti-dilution terms of the share-based payment plans.
The
Company’s American Depositary Shares (“ADSs”) began trading on the Nasdaq Capital Market under the ticker symbol “TCBP”
on February 10, 2022, following its initial public offering (“IPO”). As part of the IPO, the Company, issued 82,353 American
Depositary Shares (“ADSs”) representing 82,353 ordinary shares with nominal value of £41,176 and warrants to buy 189,412
ADSs for proceeds before expenses of $17.5 million. Funding costs of $3.0 million including underwriter fees were incurred. On February
10, 2022, TC BioPharm (Holdings) plc issued 63,280 American Depositary Shares (“ADSs”) representing 63,280 ordinary shares
with nominal value of £31,640 and warrants to buy 126,560 ADSs on conversion of loan notes totaling $13.4 million. Between June
7, 2022 and June 8, 2022, the Company issued and sold 230,000 ADSs representing ordinary shares generating proceeds of $4.6 million before
deductions for offering expenses of approximately $0.78 million.
On
November 18, 2022 the Company undertook a reverse share split such that fifty issued ordinary share were exchanged for one new ordinary
share. As a result of the share split, all references included in this document to units of ordinary shares or per share amounts are
reflective of the reverse share split for all periods presented. In addition, the exercise prices and the numbers of ordinary shares
issuable upon the exercise of any outstanding options to purchase ordinary shares were proportionally adjusted pursuant to the respective
anti-dilution terms of the share-based payment plans.
Overview
TC
BioPharm (Holdings) plc (TCB) is a clinical-stage biopharmaceutical company with a cell-based product pipeline capable of treating a
variety of disorders including cancer and infectious disease.
TCB
is currently developing a pipeline of unmodified allogeneic GD-T therapies and next generation GD CAR-T treatments with a number of advantages
over conventional approaches. TC BioPharm owns its two main patent families in the GD CAR-T space, providing robust IP protection and
manufactures all products in-house, leading to a much lower cost of goods than competitor products.
Conventional
CAR-T treatments have seen many patients experience treatment-related adverse events and are limited to liquid tumors. Furthermore, the
cost of manufacture of such treatments is high which can lead to difficulties in scaling an infrastructure to meet patient demand.
Our
approach takes advantage of the inherent specificity of GD-T cells against phosphoantigens which are expressed only by cancerous and
infected cells. This ensures that the cytotoxic effect of the CAR-expressing GD-T cells will be focused on the pathogenic cells expressing
the target antigen whilst ignoring healthy cells. This is ensured by the fact that when the target antigen is expressed on a healthy
cell, the GD CAR-T cell is not activated. This technology enables the targeting of cell surface antigens which have previously been deemed
‘undruggable’ due to their expression on healthy/non-diseased tissue. Thus, our CAR-T products have the potential to treat
a wider range of tumors than can be targeted with present strategies.
Going
concern
Since
incorporation the Group has been focused on the development of therapeutic products based around its gamma delta T cell platform technology,
with the objective of conducting clinical trials to demonstrate safety and efficacy and eventually being granted regulatory approval
to market and sell its products. This activity was expected to be several years in development and has involved considerable expenditure
to date on carrying out research and development and conducting clinical trials. In common with most development and/or clinical stage
biotechnology companies, the Group has not yet generated any revenues from sales of products, but has obtained cash to finance its research,
development and clinical trial activities from equity, debt and grant financings and from receipts from partners under collaborative
co-development agreements (totaling £79 million since inception). The Group is expected to continue in this clinical development
phase for a number of years before any product becomes marketable. The Group therefore expects to continue to incur significant losses
in the foreseeable future.
As
at June 30, 2023, the Group had an accumulated deficit of £33.2 million. It experienced an outflow of cash from operating activities
during the six months ended June 30, 2023, of £6.6 million, and expects to incur continued outflow of cash for the foreseeable
future. Net income for the six months ended June 30, 2023, and 2022, amounted to £0.4 million and £0.5 million, respectively.
As
at June 30, 2023, the Group’s cash and cash equivalents amounted to £1.9 million, current assets amounted to £4.9 million
and current liabilities (excluding amounts which may become payable under its Convertible Loan Notes and Warrant derivative liabilities)
amounted to £2.8 million.
The
Group raised $17.5 million (£12.8 million), $14.5 million (£10.6 million) net of all commissions, costs and expenses) through
the completion of an initial public offering of its ADS and Warrants on Nasdaq (IPO) in February 2022 and raised a further $4.6 million
(£3.7 million), $3.8 million (£3.0 million) net of all commissions, costs and expenses) through the completion of a follow-on
offering in June 2022.
In
November 2022, TC BioPharm (Holdings) plc raised $7.4 million (£6.2 million), $6.6 million (£5.5 million) net of all commissions,
costs and expenses, through the completion of a private placement of its ADS and Warrants.
In
March 2023, TC BioPharm (Holdings) plc raised $4.9 million (£3.9 million) net of all commissions, costs and expenses, through the
completion of a public offering of its ADS and Warrants.
In
August 2023, TC BioPharm (Holdings) plc raised $2.4 million (£2.0 million) net of all commissions, costs and expenses, through
the exercise of certain warrants for its ADSs.
On
October 17, 2023, the Group had cash on hand of $2.6 million (£2.1 million), which will not be sufficient to enable the Group to
meet the cash requirements required to enable it to conduct its business plan through the going concern period (being to October 31,
2024) (“Going Concern Period”). With existing resources, we expect to be able to fund current operations to November 2023.
In
common with many clinical development stage biotechnology companies our future liquidity needs, and ability to address them, will largely
be determined by the availability of capital, both generally and in particular to fund our product candidates and key development and
regulatory projects. As a pre-revenue biotechnology company, we have financed our operations though continuously raising capital; and
we expect to continue having to raise capital routinely on the capital markets, taking advantage of our public listing. We are currently
and continuously progressing various funding options to fill our projected working capital gap, including the current short-term requirements,
which could be in the form of an equity raise or other forms of financings such as debt funding, collaborations or licensing arrangements.
We
believe that our ongoing financing initiatives should improve our net short-term working capital position sufficiently to provide sufficient
capital to finance planned operations through 2023, and thereafter we would expect to be in a position to raise significantly greater
capital as our clinical program progresses. However, there can be no certainty that these initiatives will be successful and, if they
are not, management will seek to deploy alternative plans, which could have a potentially significant negative impact on shareholder
and asset value. Such plans could include all or any of the following: raising additional capital through low priced and/or complex equity
and/or debt financings; entering transactions involving sales, joint venturing or licensing of intellectual property; reducing and/or
deferring discretionary spending on research and development or clinical programs; restructuring our operating model to take advantage
of our manufacturing capability to generate short term revenues; reducing our cash burn rate through reduction in planned operating costs.
The
accompanying unaudited condensed consolidated interim financial statements have been prepared in conformity with IFRS as issued by IASB,
which contemplate continuation of the Group as a going concern (having adequate working capital to maintain operations through the Going
Concern Period). In common with many clinical stage development enterprises, the Group has not established a source of revenues sufficient
to cover its operating costs, and as such, has been dependent on ongoing funding operations primarily through ongoing initiatives to
sell securities via its Nasdaq listing, commercial partnerships, and/or grants. The Group expects to require substantially more capital
to fund its clinical, development and operational requirements, and therefore incur further losses over the next several years as it
develops its clinical products towards the market. The Group has utilized, and expects to continue to utilize, substantial amounts of
funding to implement its business strategy. Although the completion of the IPO on Nasdaq was a major milestone for the Group, as it opens
much wider avenues to raise future finance, the market conditions were such that the initial and subsequent funds raised are less than
was initially targeted, and the proceeds of the offerings alone are not adequate to finance the Group’s clinical and product development
programs through the Going Concern Period. Nonetheless the proceeds of the offerings, together with the anticipated proceeds from ongoing
and future fund-raising activities, cause management to believe that the Group will have sufficient liquidity to fund its operations
through the Going Concern Period, and, on that basis, management continues to view the Company as a going concern.
Notwithstanding
this, management recognizes, that there is uncertainty surrounding the ability of the Group to implement successfully the funding activities
required to maintain operations through the Going Concern Period, and immediately beyond. The quantum and timing of such funding is also
uncertain. If the Group is unable to maintain adequate liquidity, future operations will need to be scaled back or discontinued. These
conditions raise material uncertainty about the Group’s ability to provide support and therefore may cast significant doubt on
the Company’s ability to continue as a going concern. The Group’s unaudited condensed consolidated interim financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
Financial
Operations Overview
Revenues
We
do not have any approved products. Accordingly, we have not generated any revenue from the sale of products, and we do not expect to
generate any such revenue unless and until we obtain regulatory approvals for, and commercialize any of, our product candidates. In the
future, we will seek to generate revenue primarily from product sales and, potentially, regional or global collaborations with strategic
partners, which may produce license fee income.
During
the period ended June 30, 2022 we had two collaboration agreements with global pharmaceutical companies. Revenue arose under these contracts
as a result of (i) our recharging development costs incurred by us under those agreements to our partners and (ii) on upfront payments
received under those collaboration agreements, which are taken to revenue on a straight-line basis over the estimated term over which
the services promised will be provided. This term was estimated by management at the inception of each contract and re-evaluated at each
reporting date. Management have reviewed the status of the contracts and specific contractual terms at each period end. The Company ceased
to have an effective obligation to continue to provide unpaid services from December 7, 2022 and as such there was no deferred revenue
remaining as at December 31, 2022.
Since
inception through December 31, 2022, the Company has received £14.5 million ($17.6 million) in pre-clinical payments connected
with CAR-T development partnerships. These partnerships are no longer actively being progressed and there can be no assurance that we
will receive any future milestone revenues.
Operating
Expenses
We
classify our operating expenses into two categories: research and development expenses and administrative expenses. Personnel costs,
including salaries, benefits, bonuses and share-based payment expense, comprise a significant component of each of these expense categories.
We allocate expenses associated with personnel costs based on the function performed by the respective employees.
Research
and Development Expenses
The
largest component of our total operating expenses since inception has been costs related to our research and development activities,
including the preclinical and clinical development of our product candidates.
Research
and development costs are expensed as incurred, with our development activities not yet at the point at which capitalization can occur
under IFRS. Our research and development expense primarily consist of:
|
● |
consumable
costs related to research and development of pharmaceutical or biologic therapy products for preclinical studies and clinical trials; |
|
|
|
|
● |
costs
related to manufacturing active pharmaceutical or biologic therapy products for preclinical studies and clinical trials; |
|
|
|
|
● |
salaries
and personnel-related costs, including bonuses, benefits and any share-based payment expense, for our personnel performing research
and development activities or managing those activities that have been out-sourced; |
|
|
|
|
● |
fees
paid to consultants and other third parties who support our product candidate development; |
|
● |
third
party costs incurred in connection with preclinical studies and clinical trials from investigative sites and contract research organizations,
or CROs; |
|
|
|
|
● |
other
costs incurred in seeking regulatory approval of our product candidates; |
|
|
|
|
● |
costs
of related office space allocated to our research and development function, materials and equipment; and |
|
|
|
|
● |
payments
under our license agreements. |
The
successful development of our product candidates is highly uncertain. Product candidates in later stages of clinical development generally
have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration
of later-stage clinical trials. In addition, the cost of development of our CAR-T range of products is likely to be substantially higher
than costs incurred historically in the development of our unmodified products. Accordingly, we expect research and development costs
to increase significantly for the foreseeable future as programs progress. However, we do not believe that it is possible at this time
to accurately project total program-specific expenses through commercialization. We are also unable to predict when, if ever, material
net cash inflows will commence from our product candidates to offset these expenses. Our expenditures on current and future preclinical
and clinical development programs are subject to numerous uncertainties in timing and cost to completion.
The
duration, costs and timing of clinical trials and development of our product candidates will depend on a variety of factors including:
|
● |
the
scope, rate of progress, results and expenses of our ongoing and future clinical trials, preclinical studies and research and development
activities; |
|
|
|
|
● |
the
potential need for additional clinical trials or preclinical studies requested by regulatory agencies; |
|
|
|
|
● |
potential
uncertainties in clinical trial enrolment rates or drop-out or discontinuation rates of patients; |
|
|
|
|
● |
competition
with other drug development companies in, and the related expense of, identifying and enrolling patients in our clinical trials and
contracting with third-party manufacturers for the production of the drug product needed for our clinical trials; |
|
|
|
|
● |
the
achievement of milestones requiring payments under in-licensing agreements; |
|
|
|
|
● |
any
significant changes in government regulation; |
|
|
|
|
● |
the
terms and timing of any regulatory approvals; |
|
|
|
|
● |
the
expense of filing, prosecuting, defending and enforcing patent claims and other intellectual property rights; and |
|
|
|
|
● |
the
ease, cost and ability to market, commercialize and achieve market acceptance for any of our product candidates, if approved. |
We
track research and development expenses on a program-by-program basis for both clinical-stage and preclinical product candidates. Manufacturing,
clinical trial and preclinical research and development expenses are assigned or allocated to individual product candidates. We do not
allocate employee costs or facility expenses, including depreciation or other indirect costs, to specific programs because these costs
are deployed across multiple programs and, as such, are not separately classified. We use internal resources primarily to oversee research
and development as well as for managing our preclinical development, process development, manufacturing and clinical development activities.
Administrative
Expenses
Administrative
expenses consist of personnel costs, other administrative expenses and other expenses for outside professional services, including legal,
audit and accounting services. Personnel costs consist of salaries, bonuses, benefits and share-based payment expense. Other administrative
expenses include office space-related costs not otherwise allocated to research and development expense, professional fees and costs
of our information systems. We anticipate that our administrative expenses will continue to increase in the future as we increase our
headcount to support our continued research and development and potential commercialization of our product candidates. In the future,
we expect to incur additional expenses as a public company, including expenses related to compliance with the rules and regulations of
the SEC and Nasdaq, additional insurance expenses, and expenses related to investor relations activities and other administrative and
professional services.
Change
in fair value of convertible loan derivative
The
gain/loss relates to the movement in the estimated fair value of the embedded derivative related to the issue of Notes from the point
of recognition to the period end, calculated by using a Black Scholes option pricing model.
Finance
Income
Finance
income relates to interest earned on our cash and cash equivalents and short-term deposits.
Finance
Costs
Finance
costs include the effective interest charge accrued in relation to the Notes and interest expense representing the unwinding of discounted
lease liabilities in respect of assets presented on our consolidated statement of financial position in accordance with IFRS 16 “Leases”.
Income
Tax Credit
We
are subject to corporate taxation in the United Kingdom. Due to the nature of our business, we have generated losses since inception.
Our income tax credit recognized represents the sum of the research and development tax credits recoverable in the United Kingdom.
As
a company that carries out extensive research and development activities, we benefit from the U.K. research and development tax credit
regime and are able to surrender some of our losses for a cash rebate of up to 27.00% of expenditures related to eligible research and
development projects. Qualifying expenditures largely comprise clinical trial and manufacturing costs, employment costs for relevant
staff and consumables incurred as part of research and development projects. Certain subcontracted qualifying research and development
expenditures are eligible for a cash rebate of up to 21.68%. A large portion of costs relating to our research and development, clinical
trials and manufacturing activities are eligible for inclusion within these tax credit cash rebate claims.
We
may not be able to continue to claim research and development tax credits in the future under the current research and development tax
credit scheme because we may no longer qualify as a small or medium-sized company. However, we may be able to file under a large company
scheme.
Tax
losses that have not been utilized to offset taxable income or surrendered in connection with the aforementioned research and development
tax credits are carried forward to be offset against future taxable profits.
In
the event we generate revenues in the future, we may benefit from the UK government’s “patent box” initiative that
allows profits attributable to revenues from patents registered in the United Kingdom or European Union or patented products to be taxed
at a lower rate than other streams of revenue. The current rate of tax for relevant streams of revenue for companies receiving this relief
is 10%.
Ukrainian
Conflict
Currently
the conflict between Ukraine and Russia does not have any direct effect on our operations, as they are generally conducted only in the
United Kingdom. Currently, we believe the conflict will have only a general impact on our operations in the same manner as it is having
a general impact on all businesses resulting from sanction and embargo regulations, possible shortages of goods that may be supplied
from the Ukraine and Russia, and the inflationary results of the conflict.
Results
of Operations
Comparison
of the six months ended June 30, 2023 and 2022
The
following table summarizes the results of our operations for the six months ended June 30, 2023 and 2022:
| |
| | |
Six Months Ended June 30, | |
| |
2023 | | |
2023 | | |
2022 | |
| |
$’000 | | |
£’000 | | |
£’000 | |
| |
| | |
| |
Revenue | |
| - | | |
| - | | |
| 989 | |
Research and development expenses | |
| (5,183 | ) | |
| (4,078 | ) | |
| (3,698 | ) |
Administrative expenses | |
| (4,584 | ) | |
| (3,607 | ) | |
| (4,078 | ) |
Administrative expenses – costs related to preparing for a listing | |
| - | | |
| - | | |
| (1,133 | ) |
Other (expense)/income | |
| (112 | ) | |
| (88 | ) | |
| 54 | |
Total operating expenses, net | |
| (9,879 | ) | |
| (7,773 | ) | |
| (8,855 | ) |
Loss on modification of convertible loan | |
| (821 | ) | |
| (646 | ) | |
| - | |
Change in fair value of convertible loan derivatives | |
| 736 | | |
| 579 | | |
| 6,944 | |
Change in fair value of warrants | |
| 9,706 | | |
| 7,637 | | |
| 10,538 | |
Change in fair value of other derivative liabilities | |
| - | | |
| - | | |
| (3,832 | ) |
Finance income – interest | |
| - | | |
| - | | |
| - | |
Finance costs | |
| (182 | ) | |
| (143 | ) | |
| (5,991 | ) |
Loss before tax | |
| (440 | ) | |
| (346 | ) | |
| (207 | ) |
Income tax credit | |
| 890 | | |
| 700 | | |
| 720 | |
Net Income for the period | |
| 450 | | |
| 354 | | |
| 513 | |
Research
and development expenses
The
table below summarizes our research and development expenses incurred by program:
| |
| | |
Six Months Ended June 30, | |
| |
2023 | | |
2023 | | |
2022 | |
| |
$’000 | | |
£’000 | | |
£’000 | |
| |
| | |
| |
Direct research and development expenses by program: | |
| | | |
| | | |
| | |
Unmodified cell therapy programs (1) | |
| 1,404 | | |
| 1,105 | | |
| 462 | |
Other research and development programs (2) | |
| 33 | | |
| 26 | | |
| 350 | |
| |
| | | |
| | | |
| | |
Total direct research and development expense | |
| 1,437 | | |
| 1,131 | | |
| 812 | |
| |
| | | |
| | | |
| | |
Research and development and unallocated costs: | |
| | | |
| | | |
| | |
Personnel related (including share-based compensation) | |
| 2,741 | | |
| 2,157 | | |
| 2,118 | |
Indirect research and development expense(3) | |
| 1,005 | | |
| 790 | | |
| 768 | |
| |
| | | |
| | | |
| | |
Total research and development expenses | |
| 5,183 | | |
| 4,078 | | |
| 3,698 | |
|
(1) |
Unmodified
cell therapy programs include OmnImmune® and ImmuniStim® |
|
(2) |
Other
research and development programs include expenditure on areas such as our CAR-T program, induced pluripotent stem cells (iPSCs)
and the gammadelta1 (GD-T1) subtype. |
|
(3) |
Indirect
research and development expense includes property relates costs and depreciation and amortization. |
Research
and development expenses increased by 10% to £4.1 million for the six months ended June 30, 2023 from £3.7 million for the
six months ended June 30, 2022. The increase in direct research and development expenses of £0.3 million in 2023 reflected the
impact of an increase in activity around upcoming clinical trials. Personnel costs increased to £2.2 million for the six months
ended June 30, 2023 from £2.1 million for the six months ended June 30, 2022. During the period there was a reduction in headcount
the associated savings being offset by redundancy costs in the six months to June 30, 2023. Indirect research and development expense,
which contains a number of fixed costs such as facility and property expenditure remained the same in the six month period to June 30,
2023 compared to the six month period to June 30, 2022. Our research and development expenses are highly dependent on the phases of our
research projects and therefore fluctuate from year to year.
Administrative
expenses
Administrative
expenses decreased by 12% (£0.5 million) for the six months ended June 30, 2023 from £4.1 million for the six months ended
June 30, 2022. The decrease reflected adjustments to the share based payment change following forfeitures in the period.
|
|
|
|
|
Six
Months Ended
June 30, |
|
|
|
2023 |
|
|
2023 |
|
|
2022 |
|
|
|
|
$’000 |
|
|
|
£’000 |
|
|
|
£’000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
based payment |
|
|
153 |
|
|
|
120 |
|
|
|
561 |
|
Employee
related costs |
|
|
1,661 |
|
|
|
1,307 |
|
|
|
1,444 |
|
Legal
& professional services |
|
|
2,558 |
|
|
|
2,012 |
|
|
|
1,912 |
|
Other
expenses |
|
|
212 |
|
|
|
168 |
|
|
|
161 |
|
Total
Administrative Expenses |
|
|
4,584 |
|
|
|
3,607 |
|
|
|
4,078 |
|
During
the six months to June 30, 2023, the ongoing share based payment expense from the vesting of options has been offset by credits in respect
of forfeitures in the period. Employee costs have reduced by 9% in the period to June 30, 2023 as a result of reduced headcount and one
off payments made during the period to June 30, 2022. The legal and professional fees in the six months to June 30, 2023 reflect the
higher compliance costs associated with being a quoted Company. These costs include director and office insurance, professional accounting
advisory and audit fees and investor relations costs.
Change
in fair value of convertible loan derivatives
The
credit, totaling £0.6 million, for the six months ended June 30, 2023 relates to the movement in the estimated fair value of the
embedded derivatives related to the issue of Convertible Loan Notes from December 31, 2022 to the period end, calculated by using a Black
Scholes option pricing model. The credit, totaling £6.9 million, for the six months ended June 30, 2022 relates to the movement
in the estimated fair value of the embedded derivatives related to the issue of Convertible Loan Notes from December 31, 2021 to the
period end, calculated by using a Black Scholes option pricing model.
Change
in fair value of warrant liabilities
The
credit, totaling £7.6 million, for the six months ended June 30, 2023 relates to the movement in the estimated fair value of the
embedded derivatives related to the issue of warrants at the time of the IPO, the issue of warrants as part of the private placement
in November 2022 and a further offering in March 2023, from the point of recognition to the period end, calculated by using a Black Scholes
option pricing model.
Change
in fair value of other derivative liabilities
The
charge, totaling £3.8 million, for the six months ended June 30, 2022 relates to the movement in the estimated fair value of the
embedded derivatives related to anti-dilution provisions within A Ordinary shares immediately prior to the completion to the IPO. During
the completion of the IPO, A Ordinary shareholders exercised their right to subscribe for additional shares at nominal value and the
value of the derivative liability was transferred to equity. All of the outstanding series A ordinary shares were subsequently re-designated
as ordinary shares of TC BioPharm (Holdings) plc on a one for one basis and as such no anti-dilution provisions are included within the
issued share capital. There were no ‘Other derivative liabilities’ in issue in the period to June 30, 2023.
Finance
Costs
Finance
costs were £0.1 million for the six months ended June 30, 2023 compared to £6.0 million for the six months ended June 30,
2022. The decrease reflected the fact that the effective interest rate calculated in respect of Convertible Loan Notes issued was substantially
accrued ahead of the IPO in February 2022. The Convertible Loan Notes were then converted into equity or repaid during 2022 with a small
balance remaining due as at June 30, 2023.
Liquidity
and Capital Resources
Sources
of Liquidity
For
the six months ended June 30, 2023 and June 30, 2022, we incurred net income of £0.4 million and £0.5 million, respectively.
We used £6.5 million of cash in operating activities in the six months ended June 30, 2023 and used £8.8 million of cash
in operating activities for the six months ended June 30, 2022.
As
of June 30, 2023 and December 31, 2022, we had cash and cash equivalents of £1.9 million and £4.8 million, respectively.
From incorporation through to June 30, 2023, we have financed our operations primarily through placements of equity securities, convertible
loans, government grants, research and development tax credits, and receipts from partner for collaborative research and development
services totaling £79 million. In March 2023, the Company completed a further funding round raising net proceeds of £3.9
million.
If
we obtain regulatory approval to advance any of our GD-T cell therapeutic candidates into pivotal clinical trials or to commercialization,
we will incur significant research and development expenses, and also commercialization expenses related to product sales, marketing,
manufacturing and distribution and additional funding would be required. Where appropriate, we will seek to fund our operations through
milestone payments under our agreements with collaboration partners and additional equity financings.
Cash
Flows
The
following tables summarize the results of our cash flows for the below respective periods:
|
|
Six
Months Ended June 30, |
|
|
|
2023 |
|
|
2023 |
|
|
2022 |
|
|
|
|
$’000 |
|
|
|
£’000 |
|
|
|
£’000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
Cash Flow Statement: |
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows used in operating activities |
|
|
(8,327 |
) |
|
|
(6,552 |
) |
|
|
(8,895 |
) |
Net
cash flows used in investing activities |
|
|
(276 |
) |
|
|
(217 |
) |
|
|
(82 |
) |
Net
cash flows from financing activities |
|
|
5,081 |
|
|
|
3,998 |
|
|
|
13,170 |
|
Net
(decrease)/increase in cash and cash equivalents |
|
|
(3,520 |
) |
|
|
(2,770 |
) |
|
|
4,193 |
|
Operating
Activities
Net
cash used in operating activities was £6.6 million for the six months ended June 30, 2023. The loss before taxation for the six
months ended June 30, 2023 was £0.3 million, which is offset by noncash items of £0.4 million, share based payments of £0.1
million, £7.6 million of income related to movements in the embedded derivative related to warrants issued by the Company in the
income statement, £0.6 million of costs relating to the modification of convertible loan notes in the period, £0.6 million
of credits related the convertible loan note and movement in the embedded derivative set off by the interest charge in the income statement
and changes in working capital of £0.6 million. The noncash items consisted primarily of finance costs, changes in fair value of
a derivative liabilities, depreciation and amortization. The changes in working capital in the period reflected an increase in trade
and other receivables, a decrease in deferred income offset by an increase in trade and other payables.
Net
cash used in operating activities was £8.9 million for the six months ended June 30, 2022. The loss before taxation for the six
months ended June 30, 2022 was £0.2 million, which is offset by noncash items of £0.4 million, share based payments of £0.8
million, £10.5 million of income related to movements in the embedded derivative related to warrants issued at the IPO in the income
statement, £3.8 million of costs related to the movement in fair value of embedded derivatives relating to anti-dilution provisions
within certain share classes, £1.1 million of costs related to the interest charge on the convertible loan note and movement in
the embedded derivative in the income statement and changes in working capital of £2.2 million. The noncash items consisted
primarily of finance costs, changes in fair value of a derivative liabilities, depreciation and amortization. The changes in working
capital in the period reflected an increase in trade and other receivables, a decrease in deferred income offset by an increase in trade
and other payables.
Investing
Activities
Net
cash used in investing activities was £0.2 million and £0.1 million for the six months ended June 30, 2023 and six months
ended June 30, 2022, respectively. These amounts relate primarily to purchases of property, plant and equipment related to our facility
and patent filing costs.
Financing
Activities
Net
cash from financing activities was £4.0 million and £13.2 million for the six months ended June 30, 2023 and six months ended
June 30, 2022, respectively.
For
the six months ended June 30, 2023, these amounts consisted of net proceeds from the issue of shares and warrants as part of further
follow on rounds (£4.2 million net of issue costs), offset by the repayment of lease liabilities (£0.2 million). For the
six months ended June 30, 2022, these amounts consisted of net proceeds from the issue of convertible loan notes (£15.6 million)
and ordinary share capital (£1.9 million) offset by the repayment of sale and leaseback asset finance obligations and lease liabilities
(£0.5 million).
Funding
Requirements
We
expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance the preclinical activities
and clinical trials of our product candidates. Our expenses will increase as we (i) advance our product candidates through phases of
clinical development and, potentially, registration, (ii) fund our research and development activities to further expand our GD-T cell
technologies and develop future product candidates and follow-on versions of our more advanced product candidates, (iii) fund our manufacturing
activities and the expansion of our plant to support our ongoing and future clinical trials and potential commercial launch; and (iv)
fund our general operations.
Since
February 10, 2022, we have been a publicly traded company and will incur significant legal, accounting and other expenses that we were
not required to incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as rules adopted by the SEC and The
Nasdaq Stock Market, requires public companies to implement specified corporate governance practices. We expect these rules and regulations
will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.
We
expect that our cash resources received from the IPO and subsequent to this to be able to fund current operations to November 2023 and
together with future planned fundraisings in 2023 and 2024 will enable us to fund our planned operating expenses and capital expenditure
requirements for at least twelve months. We have based these estimates on assumptions that may prove to be wrong, and we could utilize
our available capital resources sooner than we expect. We will require additional capital to continue to conduct our business and implement
our business plans.
Because
of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical product candidates,
we are unable to estimate the amount of our future working capital requirements, which will depend on and are likely to increase significantly
as a result of many uncertain factors, including:
|
● |
the
scope, progress, outcome and costs of our clinical trials and other research and development activities; |
|
|
|
|
● |
the
costs, timing, receipt and terms of any marketing approvals from applicable regulatory authorities; |
|
|
|
|
● |
the
costs of future sales and marketing activities, including cost of product sales, medical regulatory affairs, marketing, manufacturing
and distribution, for any of our product candidates for which we receive marketing approval; |
|
|
|
|
● |
the
amount and timing of the receipt of any future revenue from commercial sale of our products, should any of our product candidates
receive marketing approval and become successful in the market; |
|
|
|
|
● |
the
impact of the COVID-19 pandemic on our ability to progress research and development and clinical trials; |
|
|
|
|
● |
the
costs and timing of hiring new employees to support our future growth; |
|
|
|
|
● |
the
costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending
intellectual property-related claims; and |
|
|
|
|
● |
the
cost of and extent to which we in-license or acquire additional product candidates or technologies. |
Until
such time, if ever, that we can generate product revenue sufficient to achieve profitability, we expect to finance our future cash needs
through equity offerings and debt and a combination thereof, including securities convertible into ordinary shares and through development
collaborations with partners.
To
the extent that we raise additional capital through the sale of equity, our shareholders’ ownership interest will be diluted.
If
we raise additional funds through other third-party funding, collaborations agreements, strategic alliances, licensing arrangements or
marketing and distribution arrangements, we may have to relinquish valuable rights to our technologies, future revenue streams, research
programs or product candidates or grant licenses on terms that may not be favorable to us.
If
we are unable to raise additional funds when needed, we may be required to delay, limit, reduce or terminate our product development
or future commercialization efforts or grant rights to develop and market products or product candidates that we would otherwise prefer
to develop and market ourselves. If we raise funding through borrowings, we may have to enter into onerous covenants which may adversely
impact our operations and our ability to obtain further funding.
There
is no assurance that we will be able to raise any further funding, or if further funding is offered, it will be on terms that are acceptable
to us and may bring dilution which is unacceptable to our shareholders.
Critical
Judgments in Applying Our Accounting Policies
In
the application of our accounting policies, we are required to make judgments, estimates, and assumptions about the value of assets and
liabilities for which there is no definitive third-party reference. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
Our
estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the
estimate is revised if the revision affects only that period, or in the period of the revisions and future periods if the revision affects
both current and future periods.
The
following are our critical judgments, except those involving estimation uncertainty, that we have made in the process of applying our
accounting policies and that have the most significant effect on the amounts recognized in our consolidated financial statements included
elsewhere in this Annual Report.
Going
Concern
Our
evaluation of our ability to continue as a going concern requires us to evaluate our future sources and uses of cash sufficient to fund
our currently expected operations in conducting research and development activities one year from the date our consolidated financial
statements are issued. We evaluate the probability associated with each source and use of cash resources in making our going concern
determination. The research and development of cell therapies is inherently subject to uncertainty.
Management
believes that its existing cash balances will be able to fund current operations to November 2023 and when coupled with planned further
financings during 2023 cash balances will be sufficient to fund the current operating plans for at least the twelve month period following
the filing date of these unaudited condensed consolidated interim financial statements. Should the additional planned financings not
occur as expected, management will implement alternative arrangements and such arrangements could have a potentially significant negative
impact on the current net asset value of the Group. These alternatives include: (1) raising additional capital my means other than those
planned through equity and/or debt financings; (2) entering into new commercial relationships to help fund future clinical trial costs
(i.e. licensing and partnerships); (3) reducing and/or deferring discretionary spending on general corporate overheads and one or more
of our research and development and / or clinical programs; and/or (4) restructuring operations to change our overhead structure and
make use of our manufacturing facilities to generate revenues from through third party manufacturing contracts. In the medium term the
Company’s future liquidity needs, and ability to address those needs, will largely be determined by the success of its product
candidates and key development and regulatory events and its decisions in the future.
Further
detail about the Company’s ability to continue as a going concern are described in Note 1 to the unaudited condensed consolidated
interim financial statements for the six months ended June 30, 2023.
Revenue
from contracts with customers
Identification
of contracts with pharma partners
The
Company has entered into collaboration agreements with a number of parties. Application of IFRS 15 “Revenue from contracts and
customers” on collaboration agreements requires judgement around whether these contracts were within the scope of IFRS 15.
The
Company’s core business is around researching and developing immunotherapies and the contracts entered into with pharma partners
are consistent with those objectives and the outputs are in line with the Company’s ordinary activities.
The
contracts with pharma partners do not involve sharing the risks and benefits of a joint arrangement in the sense of IFRS 11 “Joint
arrangements”.
In
light of work being undertaken with pharma partners, and the fact that these agreements have commercial substance with clearly defined
milestones and rights and obligations for each party, management concluded that these collaboration agreements meet the definition of
a contract with a customer and fall within the scope of IFRS 15.
Identification
of performance obligations in contracts
The
collaboration agreements entered into by the Company include obligations to fulfil the research and development programs. The Company
identified, from reviews of the relevant agreements, that there are no specific obligations but an implied performance obligation to
deliver each overall contracted research and development program. Reflecting the broad nature of these obligations, spanning the full
duration of the contract, the obligations are satisfied over the expected duration of the relevant contract.
Determination
and allocation of the transaction price
The
collaboration agreements include a number of elements of consideration and are allocated to the satisfaction of the relevant obligation.
The
Company can receive upfront payments as part of the consideration. The Company has determined that upfront payments are in connection
with the performance of the research and development program and are satisfied during the duration of the contract.
The
business is entitled to receive contractual milestone payments on achievement of certain performance obligations, with revenue being
recognized in the same way. The relevant transaction price is allocated to the related milestone.
Key
Sources of Estimation Uncertainty
The
key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant
risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next year are discussed below.
Revenue
from contracts with customers
Timing
of revenue recognition
Revenue
from upfront payments in connection with collaboration agreements is recognized over the estimated term over which the services promised
will be provided. This term was estimated by management at the inception of each contract and evaluated at each reporting date. Management
reviewed the status of the contract and specific contractual terms and concluded that at December 31, 2022 no further services were to
be provided under the contract. The remaining deferred revenue was been released as at December 31, 2022.
The
business is entitled to receive contractual milestone payments on achievement of certain performance obligations. Due to significant
uncertainties associated with the achievement of contractual milestones, no revenue has been recognized from milestone payments to date
and these will be recognized when the milestones are certain to occur.
Valuation
of ordinary shares
In
the period prior to become a listed Company on Nasdaq on February 10, 2022, there had been no public market for the Group’s ordinary
shares, the estimated fair value of the ordinary shares in the financial periods prior to February 10, 2022 has been determined by management,
considering the most recently available third-party valuations of the Group’s ordinary shares, and the assessment of additional
objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation
through the date of the grant.
After
considering the Market Approach, the Income Approach and the Asset-based Approach, we utilized the Market Approach to determine the estimated
fair value of our ordinary shares based on management’s determination that this approach was most appropriate for a clinical-stage
biopharmaceutical company at this point in its development, using the option-pricing method (“OPM”). Consideration was given
to the American Institute of Certified Public Accountants’ Practice Aid: “Valuation of Privately-Held Company Equity Securities
Issued as Compensation”, the likelihood of completing an IPO and recent transactions with investors.
As
a public trading market for our ordinary shares has now been established in connection with the completion of this offering, the fair
value of our ordinary shares in connection with our accounting for embedded derivatives, warrants and share-based payment expenses will
be determinable by reference to the trading price of our ordinary shares on Nasdaq.
Valuation
of warrants
At
the time of issue of the warrants at the IPO date there was no trading history, as such the Group determined that a more appropriate
method for calculating the estimated fair value of the warrants at the point of recognition was using a Black Scholes option pricing
model. The Group determined the share price used in the fair value calculation in line with the methods discussed in Note 2 in connection
with the ‘Valuation of ordinary shares’. As a recently listed entity, the Group’s share price does not have sufficient
historical volatility to adequately assess the fair value of the embedded derivative. As a result, management considered the historical
volatility of other comparable publicly traded companies and, based on this analysis, concluded that a volatility of 90% was appropriate
for the valuation of embedded derivatives in in existence as at June 30, 2023.
As
a public trading market for our listed warrants has now been established in connection with the completion of the IPO, under the ticker
symbol ‘TCBPW’, the fair value of our listed warrants will be determinable, in the first instance, by reference to the trading
price of the warrants on Nasdaq. In line with IFRS 13 (“Fair value measurement”), if there has been a significant decrease
in the volume or level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques
may be appropriate. During the reporting period to June 30, 2022, the Company determined the fair value of its listed warrants by reference
to the trading price. Following the reverse share split in November 2022, the Company noted that the listed market price did not adjust
to reflect the amendment. In light the limited adjustment in the market priced and limited trading volumes at the reporting date, the
Group determined that the most appropriate method for calculating the estimated fair value of the warrants at the reporting date was
using a Black Scholes option pricing model.
With
respect to our unlisted warrants that are in issue, in the absence of any trading history, the Group determined that the most appropriate
method for calculating the estimated fair value of the warrants at the reporting date was using a Black Scholes option pricing model.
Share
option and other share-based payment assumptions
Share
option and other share-based payment assumptions
The
determination of the value of share-based payments requires management to use professional expertise to arrive at assumptions to be used
to calculate the value of the share-based payment. The estimated fair value of the options outstanding in the period was calculated by
applying a Black Scholes Model for those options issued in 2022. The most appropriate approach is selected with reference to the share
capital structure at the time of grant and the directors need to use judgement in setting the key assumptions. Further details are included
in Note 14.
The
Group determines the share price used in the fair value calculation in line with the methods discussed in Note 2 in connection with the
‘Valuation of ordinary shares’. As a recently listed entity, the Group’s share price does not have sufficient historical
volatility to adequately assess the fair value of the share option grants. As a result, management considered the historical volatility
of other comparable publicly traded companies and, based on this analysis, concluded that a volatility of 80% was appropriate for the
valuation of share options granted during the six months ended June 30, 2022. There were no share options granted in the six months ended
June 30, 2023.
The
expected life of the option, beginning with the option grant date, was used in valuing our share options. The expected life used in the
calculation of share-based payment expense is the time from the grant date to the expected exercise date. The life of the options, which
is a subjective estimate that can materially alter the valuation, depends on the option expiration date, volatility of the underlying
shares and vesting features.
IFRS
2 “Share-based Payment” requires the use of the risk-free rate of the country in which the entity’s shares are principally
held with a remaining term equal to the expected life of the option. This should also be the risk-free interest rate of the country in
whose currency the exercise price is expressed. The Group has applied the appropriate risk
Convertible
loan redemption date
The
Group calculates the effective interest rate (“EIR”) to consider the potential repayment at redemption date by reference
to the face value amount and including the 5% of interest rate in each relevant cash outflow period. At the time of a listing, 50% of
the face value of loan notes in issue at the time (including interest accrued to date) converted to equity in the listed entity and 25%
of the face value of the loan notes were repaid 90 days after the listing date. The remaining loan notes are repayable or convertible
at the loan note holders’ option at 180 days after the listing date. For the purpose of calculating the EIR, management has used
the listing date of February 10, 2022.
Convertible
loan
The
Company established a $20.0 million convertible loan note instrument (see note 10, “Convertible loan”) in April, 2021. During
the year to December 31, 2022, the Group converted loan notes totaling $14,228,245 (£10,506,174) into ordinary shares and warrants
over ordinary shares and repaid loan notes totaling $3,195,765 (£2,632,324).
The
convertible loan has been recognized as a hybrid financial instrument and accounted for as two separate components: (i) a loan and (ii)
an embedded conversion option derivative.
|
(i) |
The
convertible loan’s initial fair value is the residual amount of the consideration received, net of attributable costs, after
separating out the fair value of the embedded conversion option derivative. The loan is subsequently measured at its amortized cost
in accordance with IFRS 9 – Financial Instruments. It is presented as a financial liability in the Statement of Financial Position. |
|
|
|
|
(ii) |
The
embedded conversion option derivative was initially measured at fair value and is subsequently remeasured to fair value at each reporting
date. Under IAS 32 Financial Instruments: Presentation, this derivative could have been classified as a component of equity only
if in all cases the contract would be settled by the Company delivering a fixed number of its own equity instruments in exchange
for a fixed amount of cash or debt redemption. However, the convertible instrument included a conversion feature resulting in settlement
in a variable number of shares and consequently, none of the instrument comprises an equity component. As a result, the derivative
is presented in the statement of financial position as a liability in accordance with IFRS 9 and IAS 32. Changes in the fair value
(gains or losses) of the derivative at the end of each period are recorded in the unaudited condensed consolidated statements of
comprehensive income/(loss). |
On
August 9, 2022, the Company agreed with one of the loan note holders not to exercise the right to require the loan notes to be repaid
in cash in accordance with the terms of the loan notes and to amend certain other aspects of the loan notes (“amended loan notes”).
As additional consideration, the Company has issued warrants to subscribe for 11,678 ordinary shares in the share capital of the Company.
Except for the amended loan notes, all other loan notes were repaid or converted into ordinary shares and warrants over ordinary shares
180 days after the listing date.
The
modifications represent as substantial amendment as the modifications are related to:
|
(i) |
Removing
the exercise of the right to require the loan in cash as of 9 August 2022. |
|
(ii) |
Extending
the repayment date to 31 January 2023 and modifying the structure to be repaid in shares if not redeemed before in cash. |
|
(iii) |
Revising
the conversion price for the conversion of the loan notes in shares. The revised conversion price would be $0.50 and, if the 5-day
trailing VWAP of the Company’s ADS is above that and $0.20 as a floor. |
|
(iv) |
Giving
the option to the holder for redemption in cash, which will occur no later than 10 February 2023 and to the Company for an early
redemption at any moment but having the Holder an option to convert into shares using the revised conversion price at that moment. |
In
line with IFRS 93.3.2, an exchange between an existing borrower and lender of debt instruments with substantially different terms shall
be accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. In addition,
as consideration for these modifications, the Company has issued additional warrants to subscribe for 200,000 ordinary shares in the
share capital of the Company.
The
original financial instrument was derecognised, including any unamortised transaction costs, and the new instrument was initially recognised
at fair value and subsequently measured at amortised cost at each reporting date.
The
conversion option is a single embedded derivative that is separately recognized as a liability and accounted for at fair value through
profit and loss. The conversion options are financial liabilities in accordance with IAS 32:11 because the Company issues shares such
that the fair value of the shares delivered is always equal to the amount of the contractual obligation (i.e. a variable number of shares
depending on the share price of the stock). As a result, the conversion options are part of the financial liability debt instrument and
should be evaluated under the embedded derivatives guidance. Because the conversion options are indexed to the equity of the issuer,
these are not closely related to the host contract as stipulated under IFRS 9:B4.3.5I.
This
instrument is considered as a new freestanding financial instrument and constitutes an embedded derivative liability that is separately
recognized as a liability and accounted for at fair value through profit and loss. The value of the embedded derivatives are remeasured
at fair value at each reporting date (based on the Black-Scholes valuation model) with recognition of the changes in fair value in the
consolidated statements of comprehensive income/(loss) in accordance with IFRS 9. The inputs associated with calculating the fair value
of the embedded derivative are considered to be Level 3 (inputs not based on observable market data) as defined by IFRS 7 – Financial
instruments: Disclosures.
Warrant
liability
On
February 10, 2022, TC BioPharm (Holdings) plc completed an initial public offering on Nasdaq, issuing 82,353 American Depositary Shares
(“ADSs”) representing 82,353 ordinary shares with nominal value of £41,176 and warrants to buy 189,412 ADSs for proceeds
before expenses of $17.5 million (£12.8 million). The convertible loan notes totaling $13,447,012 (£9,861,405) converted
into 63,280 ordinary shares and 126,560 warrants over ordinary shares. ADSs and warrants are considered two freestanding financial instruments
because each can be traded separately. The exercise price of the Warrants is $4.25 per ADS and will expire on the sixth anniversary of
the date of issuance. The exercise price is subject to standard anti-dilutive adjustments in the event of certain stock splits, stock
combinations, stock dividends or recapitalizations.
On
November 27, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited
investors (the “Investors”) as purchasers. Pursuant to the Purchase Agreement, the Company sold, and the Investors purchased
in a private placement an aggregate of 155,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up
to 1,315,000 ADS (the “Pre-Funded Warrants”), series A purchase warrants to purchase up to 1,470,000 ADSs (the “Series
A Ordinary Warrants”) and series B purchase warrants to purchase up to 1,470,000 ADSs (the “Series B Ordinary Warrants”
and together with the Series A Ordinary Warrants, the “Ordinary Warrants”) for aggregate gross proceeds of $7,350,000 (£6,073,376),
excluding any proceeds that may be received upon exercise of the Ordinary Warrants. The purchase price for each ADS and associated Ordinary
Warrants is $5.00 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants is $4.999.
On
March 27, 2023, TC BioPharm Holdings (PLC) (the “Company”), entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and
sell an aggregate of 215,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up to 3,222,500 ADS
(the “Pre-Funded Warrants”), and series C purchase warrants to purchase up to 3,437,500 ADSs (the “Ordinary Warrants”
and together with the Pre-Funded Warrants and the ADSs, the “Securities”). The purchase price for each ADS and associated
Ordinary Warrants was $1.60 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants was $1.599. The Ordinary
Warrants were immediately exercisable, expire five (5) years from the date of issuance and have an exercise price of $1.75 per ADS. The
Pre-Funded Warrants may be exercised at any time until all of the Pre-Funded Warrants are exercised in full at an exercise price of $0.001
per ADS. The total net proceeds from this offering were approximately $4.9 million, after deducting estimated offering expenses of approximately
$0.6 million.
The
accounting for pre-funded warrants is detailed in the section below.
With
respect to other warrants in issue, given the warrants include a net settlement clause and the exercise (or strike) price of the warrants
is denominated in a foreign currency ($) other than the Company’s functional currency, management concluded that, in line with
IAS 32 Financial Instruments: Presentation, the warrants will be accounted for as derivative financial instruments and presented as a
liability on the consolidated statement of financial position with the changes in fair value recognized in the consolidated statement
of comprehensive income/(loss).
The
relative fair values of the derivative liability and the equity component will be calculated and based on the actual transaction price,
will be allocated to the equity and the liability components using the relative fair value method.
Pre-funded
warrants
The
Pre-Funded Warrants are classified as a component of equity because they are freestanding financial instruments that are legally detachable
and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, do not embody an
obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of ordinary shares upon exercise
(foreign exchange on nominal value of the shares is not considered relevant for the analysis because not more than an insignificant amount
related to the value of the share remains outstanding which is the $0.0001 nominal amount that remains open to be paid upon exercising
it). In addition, Pre-Funded Warrants do not provide any guarantee of value or return.
Emerging
Growth Company
The
federal securities laws provide that an emerging growth company may take advantage of an extended transition period for complying with
new or revised accounting standards. As an emerging growth company, we have irrevocably elected not to take advantage of the extended
transition period for implementation of new or revised accounting standards and, as a result, we will comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required for non-emerging growth public companies.
In
addition, we intend to rely on the other exemptions and reduced reporting requirements for emerging growth companies. Subject to certain
conditions, we are entitled to rely on certain exemptions as an “emerging growth company,” we are not required to, among
other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant
to Section 404(b), (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under
the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional
information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation-related
items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation
to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public
offering, or December 2026, or until we no longer meet the requirements of being an emerging growth company, whichever is earlier.
Recently
Issued and Adopted Accounting Pronouncements
There
are no recently issued accounting pronouncements that are expected to materially impact our financial position and results of operations.
v3.23.3
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Condensed Consolidated Statements of Income and Total Comprehensive Income (Unaudited) - GBP (£)
|
6 Months Ended |
Jun. 30, 2023 |
Jun. 30, 2022 |
Profit or loss [abstract] |
|
|
Revenue |
|
£ 989,330
|
Research and development expenses |
(4,077,774)
|
(3,698,142)
|
Administrative expenses |
(3,607,878)
|
(4,077,671)
|
Administrative expenses – costs related to listing |
|
(1,133,099)
|
Foreign exchange (losses)/gains |
(87,631)
|
54,002
|
Total operating expenses, net |
(7,773,283)
|
(8,854,910)
|
Loss on modification of convertible loan |
(645,845)
|
|
Change in fair value of convertible loan derivatives |
578,877
|
6,943,594
|
Change in fair value of warrants |
7,637,088
|
10,537,611
|
Change in fair value of other derivative liabilities |
|
(3,832,379)
|
Finance income – interest |
85
|
4
|
Finance costs |
(143,340)
|
(5,990,592)
|
Loss before tax |
(346,418)
|
(207,342)
|
Income tax credit |
700,000
|
720,000
|
Net income for the period and Total comprehensive income |
£ 353,582
|
£ 512,658
|
Basic income per share |
£ 0.12
|
£ 0.93
|
Diluted income per share |
£ 0.10
|
£ 0.76
|
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v3.23.3
Condensed Consolidated Statements of Financial Position (Unaudited) - GBP (£)
|
Jun. 30, 2023 |
Dec. 31, 2022 |
Non-current assets |
|
|
Intangible assets |
£ 599,747
|
£ 553,016
|
Right of use assets |
1,090,659
|
1,188,947
|
Property, plant and equipment |
1,589,772
|
1,761,171
|
Total non-current assets |
3,280,178
|
3,503,134
|
Current assets |
|
|
Trade and other receivables |
610,708
|
919,456
|
Corporation tax receivable |
2,420,000
|
1,720,000
|
Cash and cash equivalents |
1,918,522
|
4,808,060
|
Total current assets |
4,949,230
|
7,447,516
|
Total assets |
8,229,408
|
10,950,650
|
Equity |
|
|
Share capital |
397,978
|
397,493
|
Share premium |
18,134,171
|
16,597,811
|
Other reserves |
16,710,757
|
16,710,757
|
Accumulated deficit |
(33,235,835)
|
(33,731,738)
|
Total equity |
2,007,071
|
(25,677)
|
Non-current liabilities |
|
|
Lease liabilities and similar |
1,663,174
|
1,812,450
|
Total non-current liabilities |
1,663,174
|
1,812,450
|
Current liabilities |
|
|
Trade and other payables |
2,494,532
|
2,159,058
|
Convertible loan notes |
365,165
|
653,484
|
Convertible loan - derivative |
123,026
|
2,439
|
Warrants - derivative |
1,277,394
|
6,020,863
|
Lease liabilities and similar |
299,046
|
328,033
|
Total current liabilities |
4,559,163
|
9,163,877
|
Total liabilities |
6,222,337
|
10,976,327
|
Total equity and liabilities |
£ 8,229,408
|
£ 10,950,650
|
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v3.23.3
Condensed Consolidated Statements of Changes In Equity (Unaudited) - GBP (£)
|
Issued capital [member] |
Share premium [member] |
Other Reserve [Member] |
Retained earnings [member] |
Total |
Balance, at Dec. 31, 2021 |
[1] |
£ 195,476
|
|
£ 16,710,757
|
£ (33,465,282)
|
£ (16,559,049)
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
Net income for the period |
|
|
|
|
512,658
|
512,658
|
Recognition of share-based payment costs |
|
|
|
|
837,406
|
837,406
|
Issue of share capital, net |
|
200,162
|
16,027,724
|
|
|
16,227,886
|
Balance, at Jun. 30, 2022 |
|
395,638
|
16,027,724
|
16,710,757
|
(32,115,218)
|
1,018,901
|
Balance, at Dec. 31, 2022 |
|
397,493
|
16,597,811
|
16,710,757
|
(33,731,738)
|
(25,677)
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
Net income for the period |
|
|
|
|
353,582
|
353,582
|
Recognition of share-based payment costs |
|
|
|
|
142,321
|
142,321
|
Issue of share capital, net |
|
485
|
1,536,360
|
|
|
1,536,845
|
Balance, at Jun. 30, 2023 |
|
£ 397,978
|
£ 18,134,171
|
£ 16,710,757
|
£ (33,235,835)
|
£ 2,007,071
|
|
|
X |
- DefinitionThe amount of residual interest in the assets of the entity after deducting all its liabilities.
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v3.23.3
Condensed Consolidated Statements of Cash Flows (Unaudited) $ in Millions |
6 Months Ended |
Jun. 30, 2023
GBP (£)
|
Jun. 30, 2022
GBP (£)
|
Cash flows from operating activities |
|
|
Loss before tax |
£ (346,418)
|
£ (207,342)
|
Adjustments for: |
|
|
Depreciation |
330,260
|
361,664
|
Amortization of intangible assets |
11,234
|
36,145
|
Amortization of right of use assets |
98,288
|
98,289
|
Change in fair value of derivative liability |
(578,877)
|
(6,943,594)
|
Change in fair value of warrant liability |
(7,637,088)
|
(10,537,611)
|
Change in fair value of other derivative liabilities |
|
3,832,379
|
Loss on modification of convertible loan |
645,845
|
|
Share-based payment expense |
142,321
|
837,406
|
Net foreign exchange losses/(gains) |
87,631
|
(54,002)
|
Finance income |
(85)
|
(4)
|
Finance costs |
143,340
|
5,990,592
|
Movements in working capital: |
|
|
Decrease in deferred income |
|
(989,330)
|
Decrease/(increase) in trade and other receivables |
308,748
|
(813,253)
|
Increase/(decrease) in trade and other payables |
335,476
|
(370,774)
|
Cash used in operations |
(6,459,325)
|
(8,759,435)
|
Interest paid |
(92,365)
|
(135,807)
|
Interest received |
85
|
4
|
Net cash flows used in operating activities |
(6,551,605)
|
(8,895,238)
|
Cash flows from investing activities |
|
|
Purchase of property, plant and equipment |
(158,861)
|
(8,459)
|
Purchase of intangible assets |
(57,965)
|
(73,121)
|
Net cash flows used in investing activities |
(216,826)
|
(81,580)
|
Cash flows from financing activities |
|
|
Repayment of lease liabilities |
(178,263)
|
(538,275)
|
Receipt from issuance of convertible loan (net of issue costs) |
|
18,110
|
Repayment of convertible loan |
|
(1,936,360)
|
Proceeds from sale of warrants |
3,894,851
|
13,092,139
|
Proceeds of sale of own shares |
440,425
|
2,915,284
|
Share issue costs |
(158,964)
|
(381,182)
|
Net cash flows from financing activities |
3,998,049
|
13,169,716
|
Net (decrease)/increase in cash and cash equivalents |
(2,770,382)
|
4,192,898
|
Foreign exchange movements on cash and cash equivalents |
(119,156)
|
237,711
|
Cash and cash equivalents at the beginning of the period |
4,808,060
|
1,566,688
|
Cash and cash equivalents at the end of the period |
£ 1,918,522
|
£ 5,997,297
|
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v3.23.3
Accounting policies
|
6 Months Ended |
Jun. 30, 2023 |
Disclosure of voluntary change in accounting policy [abstract] |
|
Accounting policies |
1.
Accounting policies
General
information
TC
BioPharm (Holdings) plc (“TC BioPharm” or the “Company”) is incorporated as a Public limited company, limited
by shares, in Scotland and domiciled in the United Kingdom (registration number: SC713098) and has the following wholly owned subsidiaries
TC BioPharm Limited, TC BioPharm (North America) Inc. and TC BioPharm BV (together the “Group”). The registered office is:
Maxim 1, 2 Parklands Way, Holytown, Motherwell, Lanarkshire, Scotland, ML1 4WR.
The
principal activity of the Group is as a clinical stage immuno-therapy company pioneering commercialization of allogeneic, ‘off-the-shelf’
gamma-delta T cell (‘GD-T’) therapies, ranging from unmodified GD-T therapies to treat haematological cancers and viral infections,
to sophisticated proprietary GD-T CAR-T products designed to reach and treat solid tumors.
TC
BioPharm (Holdings) plc was incorporated on October 25, 2021. On December 17, 2021, all shareholders in TC BioPharm Limited and holders
of convertible loan notes in TC BioPharm Limited exchanged their shares and convertible loan notes for the same number and classes of
newly issued shares and/or convertible loan notes in TC BioPharm (Holdings) plc and, as a result, TC BioPharm Limited became a wholly
owned subsidiary of TC BioPharm (Holdings) plc. The corporate reorganization has been accounted for as a business combination under common
control and therefore, TC BioPharm (Holdings) plc is a continuation of TC BioPharm Limited and its subsidiaries. All TC BioPharm Limited
share options granted to directors and employees under share option plans that were in existence immediately prior to the reorganization
were exchanged for share options in TC BioPharm (Holdings) plc on a one-for-one basis with no change in any of the terms or conditions.
The
Company’s American Depositary Shares (“ADSs”) began trading on the Nasdaq Capital Market under the ticker symbol “TCBP”
on February 10, 2022, following its initial public offering (“IPO”). As part of the IPO, the Company, issued 82,353 American
Depositary Shares (“ADSs”) representing 82,353 ordinary shares with nominal value of £41,176 and warrants to buy 189,412
ADSs for proceeds before expenses of $17.5 million. Funding costs of $3.0 million including underwriter fees were incurred. On February
10, 2022, TC BioPharm (Holdings) plc issued 63,280 American Depositary Shares (“ADSs”) representing 63,280 ordinary shares
with nominal value of £31,640 and warrants to buy 126,560 ADSs on conversion of loan notes totaling $13.4 million. Between June
7, 2022 and June 8, 2022, the Company issued and sold 230,000 ADSs representing ordinary shares generating proceeds of $4.9 million before
deductions for offering expenses of approximately $0.6 million.
On
November 18, 2022 the Company undertook a reverse share split such that fifty issued ordinary share were exchanged for one new ordinary
share. As a result of the share split, all references in these unaudited condensed consolidated interim financial statements and accompanying
notes to units of ordinary shares or per share amounts are reflective of the reverse share split for all periods presented. In addition,
the exercise prices and the numbers of ordinary shares issuable upon the exercise of any outstanding options to purchase ordinary shares
were proportionally adjusted pursuant to the respective anti-dilution terms of the share-based payment plans.
On
November 27, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited
investors (the “Investors”) as purchasers. Pursuant to the Purchase Agreement, the Company sold, and the Investors purchased
in a private placement an aggregate of 155,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up
to 1,315,000 ADS (the “Pre-Funded Warrants”), series A purchase warrants to purchase up to 1,470,000 ADSs (the “Series
A Ordinary Warrants”) and series B purchase warrants to purchase up to 1,470,000 ADSs (the “Series B Ordinary Warrants”
and together with the Series A Ordinary Warrants, the “Ordinary Warrants”) for aggregate gross proceeds of $7,350,000 (£6,073,376),
excluding any proceeds that may be received upon exercise of the Ordinary Warrants. The purchase price for each ADS and associated Ordinary
Warrants is $5.00 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants is $4.999.
On
March 27, 2023, TC BioPharm Holdings (PLC) (the “Company”), entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and
sell an aggregate of 215,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up to 3,222,500 ADS
(the “Pre-Funded Warrants”), and series C purchase warrants to purchase up to 3,437,500 ADSs (the “Ordinary Warrants”
and together with the Pre-Funded Warrants and the ADSs, the “Securities”). The purchase price for each ADS and associated
Ordinary Warrants was $1.60 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants was $1.599. The Ordinary
Warrants were immediately exercisable, expire five (5) years from the date of issuance and have an exercise price of $1.75 per ADS. The
Pre-Funded Warrants may be exercised at any time until all of the Pre-Funded Warrants are exercised in full at an exercise price of $0.001
per ADS. The total net proceeds from this offering were approximately $4.9 million, after deducting estimated offering expenses of approximately
$0.6 million.
In
connection with the Offering, the Company agreed that certain existing warrants to purchase up to an aggregate of 2,800,000 ADSs of the
Company that were previously issued on November 30, 2022, at an exercise price of $5.00 per ADS and expiration dates of May 30, 2025
and May 30, 2028, were amended effective upon the closing of the Offering so that the amended warrants will have a reduced exercise price
of $1.75 per ADS.
On
April 3, 2023, the Company agreed with the loan note holder to extend the Redemption Date (as defined in the Loan Note) to January 15,
2024 and amend the Conversion Price (as defined in the Loan Note) of the outstanding loan notes to be the lesser of $1.00 or the lowest
closing price of the Ordinary Shares during the ten (10) day period prior to the date the Noteholder delivers a notice of conversion
to the Company, not to be lower than $0.20. In other respects the terms of the Loan Note remain unaltered. In addition, in consideration
of amending the Loan Note, the Company agreed to issue a 5-year warrant to the loan note holder to subscribe for 200,000 Ordinary Shares
in the share capital of the Company at an exercise price of $5.00. This warrant contained a condition whereby if a registration statement,
to be filed by the Company, registering all of the securities underlying the note holder’s amended convertible loan note, was not
declared effective by July 31, 2023, the note holder will be entitled to receive 0.30 Ordinary Shares for each share it was originally
entitled to purchase under these warrants without the payment of any additional consideration. No such registration statement was filed.
The related fair value of the issue of any additional securities is approximately $37,000 and is not considered material to the financial
statements.
In
the period from January 1, 2023 to June 30, 2023, the holders of prefunded warrants, exercised prefunded warrants to purchase 4,114,500
ADSs.
In
the period from January 1, 2023 to June 30, 2023, the holders of Convertible Loan Notes exercised their rights to convert the notes to
purchase 519,840 ADSs.
Basis
of preparation
The
unaudited condensed consolidated financial statements for the six months ended June 30, 2023 and June 30, 2022 have been prepared in
accordance with International Accounting Standard 34, “Interim Financial Reporting” (IAS 34). The accounting policies
and methods of computation applied in the preparation of the interim financial statements are consistent with those applied in the Group’s
annual financial statements for the year ended December 31, 2022.
The
unaudited condensed consolidated financial statements do not include all of the information required for the full annual financial statements
and should be read in conjunction with the consolidated financial statements of the Group for the year ended December 31, 2022.
The
unaudited condensed consolidated Group financial statements have been prepared under the historical cost basis and are presented in pounds
sterling which is the Group’s and parent’s functional and presentation currency. All values are rounded to the nearest pound,
except where otherwise indicated.
Going
concern
Since
incorporation the Group has been focused on the development of therapeutic products based around its gamma delta T cell platform technology,
with the objective of conducting clinical trials to demonstrate safety and efficacy and eventually being granted regulatory approval
to market and sell its products. This activity was expected to be several years in development and has involved considerable expenditure
to date on carrying out research and development and conducting clinical trials. In common with most development and/or clinical stage
biotechnology companies, the Group has not yet generated any revenues from sales of products, but has obtained cash to finance its research,
development and clinical trial activities from equity, debt and grant financings and from receipts from partners under collaborative
co-development agreements (totaling £79 million since inception). The Group is expected to continue in this clinical development
phase for a number of years before any product becomes marketable. The Group therefore expects to continue to incur significant losses
in the foreseeable future.
As
at June 30, 2023, the Group had an accumulated deficit of £33.2 million. It experienced an outflow of cash from operating activities
during the six months ended June 30, 2023, of £6.6 million, and expects to incur continued outflow of cash for the foreseeable
future. Net income for the six months ended June 30, 2023, and 2022, amounted to £0.4 million and £0.5 million, respectively.
As
at June 30, 2023, the Group’s cash and cash equivalents amounted to £1.9 million, current assets amounted to £4.9 million
and current liabilities (excluding amounts which may become payable under its Convertible Loan Notes and Warrant derivative liabilities)
amounted to £2.8 million.
The
Group raised $17.5 million (£12.8 million), $14.5 million (£10.6 million) net of all commissions, costs and expenses) through
the completion of an initial public offering of its ADS and Warrants on Nasdaq (IPO) in February 2022 and raised a further $4.6 million
(£3.7 million), $3.8 million (£3.0 million) net of all commissions, costs and expenses) through the completion of a follow-on
offering in June 2022.
In
November 2022, TC BioPharm (Holdings) plc raised $7.4 million (£6.2 million), $6.6 million (£5.5 million) net of all commissions,
costs and expenses, through the completion of a private placement of its ADS and Warrants.
In
March 2023, TC BioPharm (Holdings) plc raised $4.9 million (£3.9 million) net of all commissions, costs and expenses, through the
completion of a public offering of its ADS and Warrants.
In
August 2023, TC BioPharm (Holdings) plc raised $2.4 million (£2.0 million) net of all commissions, costs and expenses, through
the exercise of certain warrants for its ADSs.
On
October 17, 2023, the Group had cash on hand of $2.6 million (£2.1 million), which will not be sufficient to enable the Group to
meet the cash requirements required to enable it to conduct its business plan through the going concern period (being to October 31,
2024) (“Going Concern Period”). With existing resources, we expect to be able to fund current operations to November 2023.
In
common with many clinical development stage biotechnology companies our future liquidity needs, and ability to address them, will largely
be determined by the availability of capital, both generally and in particular to fund our product candidates and key development and
regulatory projects. As a pre-revenue biotechnology company, we have financed our operations though continuously raising capital; and
we expect to continue having to raise capital routinely on the capital markets, taking advantage of our public listing. The Group are
currently and continuously progressing various funding options to fill our projected working capital gap, including the current short-term
requirements, which could be in the form of an equity raise or other forms of financings such as debt funding, collaborations or licensing
arrangements.
We
believe that our ongoing financing initiatives should improve our net short-term working capital position sufficiently to provide sufficient
capital to finance planned operations through 2023, and thereafter we would expect to be in a position to raise significantly greater
capital as our clinical program progresses. However, there can be no certainty that these initiatives will be successful and, if they
are not, management will seek to deploy alternative plans, which could have a potentially significant negative impact on shareholder
and asset value. Such plans could include all or any of the following: raising additional capital through low priced and/or complex equity
and/or debt financings; entering transactions involving sales, joint venturing or licensing of intellectual property; reducing and/or
deferring discretionary spending on research and development or clinical programs; restructuring our operating model to take advantage
of our manufacturing capability to generate short term revenues; reducing our cash burn rate through reduction in planned operating costs.
The
accompanying unaudited condensed consolidated interim financial statements have been prepared in conformity with IFRS as issued by IASB,
which contemplate continuation of the Group as a going concern (having adequate working capital to maintain operations through the Going
Concern Period). In common with many clinical stage development enterprises, the Group has not established a source of revenues sufficient
to cover its operating costs, and as such, has been dependent on ongoing funding operations primarily through ongoing initiatives to
sell securities via its Nasdaq listing, commercial partnerships, and/or grants. The Group expects to require substantially more capital
to fund its clinical, development and operational requirements, and therefore incur further losses over the next several years as it
develops its clinical products towards the market. The Group has utilized, and expects to continue to utilize, substantial amounts of
funding to implement its business strategy. Although the completion of the IPO on Nasdaq was a major milestone for the Group, as it opens
much wider avenues to raise future finance, the market conditions were such that the initial and subsequent funds raised are less than
was initially targeted, and the proceeds of the offerings alone are not adequate to finance the Group’s clinical and product development
programs through the Going Concern Period. Nonetheless the proceeds of the offerings, together with the anticipated proceeds from ongoing
and future fund-raising activities, cause management to believe that the Group will have sufficient liquidity to fund its operations
through the Going Concern Period, and, on that basis, management continues to view the Company as a going concern.
Notwithstanding
this, management recognizes, that there is uncertainty surrounding the ability of the Group to implement successfully the funding activities
required to maintain operations through the Going Concern Period, and immediately beyond. The quantum and timing of such funding is also
uncertain. If the Group is unable to maintain adequate liquidity, future operations will need to be scaled back or discontinued. These
conditions raise material uncertainty about the Group’s ability to provide support and therefore may cast significant doubt on
the Company’s ability to continue as a going concern. The Group’s unaudited condensed consolidated interim financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
Adoption
of New Accounting Standards
There
have been no recent new accounting standards that have had an impact on the unaudited condensed consolidated financial statements.
Convertible
loan
The
Company established a $20.0 million convertible loan note instrument (see note 10, “Convertible loan”) in April 2021. During
the year to December 31, 2022, the Group converted loan notes totaling $14,228,245 (£10,506,174) into ordinary shares and warrants
over ordinary shares and repaid US dollar denominated convertible loan notes totaling $3,195,765 (£2,632,324).
The
convertible loan has been recognized as a hybrid financial instrument and accounted for as two separate components: (i) a loan and (ii)
an embedded conversion option derivative.
(i)
The convertible loan’s initial fair value is the residual amount of the consideration received, net of attributable costs, after
separating out the fair value of the embedded conversion option derivative. The loan is subsequently measured at its amortized cost in
accordance with IFRS 9 – Financial Instruments. It is presented as a financial liability in the Statement of Financial Position.
(ii)
The embedded conversion option derivative was initially measured at fair value and is subsequently remeasured to fair value at each reporting
date. Under IAS 32 Financial Instruments: Presentation, this derivative could have been classified as a component of equity only if in
all cases the contract would be settled by the Company delivering a fixed number of its own equity instruments in exchange for a fixed
amount of cash or debt redemption. However, the convertible instrument included a conversion feature resulting in settlement in a variable
number of shares and consequently, none of the instrument comprises an equity component. As a result, the derivative is presented in
the statement of financial position as a liability in accordance with IFRS 9 and IAS 32. Changes in the fair value (gains or losses)
of the derivative at the end of each period are recorded in the consolidated statements of comprehensive income/(loss).
On
August 9, 2022, the Company agreed with one of the loan note holders not to exercise the right to require the loan notes to be repaid
in cash in accordance with the terms of the loan notes and to amend certain other aspects of the loan notes (“2022 amended loan
notes”). As additional consideration, the Company has issued warrants to subscribe for 11,678 ordinary shares in the share capital
of the Company.
The
modifications to the 2022 amended loan notes represent as substantial amendment as the modifications are related to:
(i)
Removing the exercise of the right to require the loan in cash as of August 9, 2022.
(ii)
Extending the repayment date to January 31, 2023 and modifying the structure to be repaid in shares if not redeemed before in cash.
(iii)
Revising the conversion price for the conversion of the loan notes in shares. The revised conversion price would be $0.50 and, if the
5-day trailing VWAP of the Company’s ADS is above that and $0.20 as a floor.
(iv)
Giving the option to the holder for redemption in cash, which will occur no later than 10 February 2023 and to the Company for an early
redemption at any moment but having the Holder an option to convert into shares using the revised conversion price at that moment.
On
April 3, 2023, the Company agreed with the loan note holder not to exercise the right to require the loan notes to be repaid in cash
in accordance with the terms of the loan notes and to amend certain other aspects of the loan notes (“2023 amended loan notes”).
As additional consideration, the Company has issued warrants to subscribe for 200,000 ordinary shares in the share capital of the Company.
This warrant contained a condition whereby if a registration statement, to be filed by the Company, registering all of the securities
underlying the note holder’s amended convertible loan note, was not declared effective by July 31, 2023, the note holder will be
entitled to receive 0.30 Ordinary Shares for each share it was originally entitled to purchase under these warrants without the payment
of any additional consideration. No such registration statement was filed. The related fair value of the issue of any additional securities
is approximately $37,000 and is not considered material to the financial statements.
Except
for the 2023 amended loan notes, all other loan notes were repaid or converted into ordinary shares and warrants over ordinary shares
180 days after the listing date.
The
modifications to the 2023 amended loan notes represent as substantial amendment as the modifications are related to:
(i)
A waiver to any defaults arising in connection with the 2022 amended loan notes.
(ii)
Extending the repayment date to January 15, 2024; and
(iii)
Amend the Conversion Price (as defined in the Loan Note) of the outstanding loan notes to be the lesser of $1.00 or the lowest closing
price of the Ordinary Shares during the ten (10) day period prior to the date the Noteholder delivers a notice of conversion to the Company,
not to be lower than $0.20
In
line with IFRS 9.3.3.2, an exchange between an existing borrower and lender of debt instruments with substantially different terms shall
be accounted for as an extinguishment of the original financial liability (with the associate gain or loss shown in the Income Statement)
and the recognition of a new financial liability. In addition, as consideration for these modifications, the Company has issued additional
warrants to subscribe for 200,000 ordinary shares in the share capital of the Company.
The
original financial instrument was derecognised, including any unamortised transaction costs, and the new instrument was initially recognised
at fair value and subsequently measured at amortised cost at each reporting date.
The
conversion option is a single embedded derivative that is separately recognized as a liability and accounted for at fair value through
profit and loss. The conversion options are financial liabilities in accordance with IAS 32:11 because the Company issues shares such
that the fair value of the shares delivered is always equal to the amount of the contractual obligation (i.e. a variable number of shares
depending on the share price of the stock). As a result, the conversion options are part of the financial liability debt instrument and
should be evaluated under the embedded derivatives guidance. Because the conversion options are indexed to the equity of the issuer,
these are not closely related to the host contract as stipulated under IFRS 9:B4.3.5(c).
This
instrument is considered as a new freestanding financial instrument and constitutes an embedded derivative liability that is separately
recognized as a liability and accounted for at fair value through profit and loss.
Warrant
liability
On
February 10, 2022, TC BioPharm (Holdings) plc completed an initial public offering on Nasdaq, issuing 82,353 American Depositary Shares
(“ADSs”) representing 82,353 ordinary shares with nominal value of £41,176 and warrants to buy 189,412 ADSs for proceeds
before expenses of $17.5 million (£12.8 million). The convertible loan notes totaling $13,447,012 (£9,861,405) converted
into 63,280 ordinary shares and 126,560 warrants over ordinary shares. ADSs and warrants are considered two freestanding financial instruments
because each can be traded separately. The exercise price of the Warrants is $4.25 per ADS and will expire on the sixth anniversary of
the date of issuance. The exercise price is subject to standard anti-dilutive adjustments in the event of certain stock splits, stock
combinations, stock dividends or recapitalizations.
On
November 27, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited
investors (the “Investors”) as purchasers. Pursuant to the Purchase Agreement, the Company sold, and the Investors purchased
in a private placement an aggregate of 155,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up
to 1,315,000 ADS (the “Pre-Funded Warrants”), series A purchase warrants to purchase up to 1,470,000 ADSs (the “Series
A Ordinary Warrants”) and series B purchase warrants to purchase up to 1,470,000 ADSs (the “Series B Ordinary Warrants”
and together with the Series A Ordinary Warrants, the “Ordinary Warrants”) for aggregate gross proceeds of $7,350,000 (£6,073,376),
excluding any proceeds that may be received upon exercise of the Ordinary Warrants. The purchase price for each ADS and associated Ordinary
Warrants is $5.00 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants is $4.999.
On
March 27, 2023, TC BioPharm Holdings (PLC) (the “Company”), entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and
sell an aggregate of 215,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up to 3,222,500 ADS
(the “Pre-Funded Warrants”), and series C purchase warrants to purchase up to 3,437,500 ADSs (the “Ordinary Warrants”
and together with the Pre-Funded Warrants and the ADSs, the “Securities”). The purchase price for each ADS and associated
Ordinary Warrants was $1.60 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants was $1.599. The Ordinary
Warrants were immediately exercisable, expire five (5) years from the date of issuance and have an exercise price of $1.75 per ADS. The
Pre-Funded Warrants may be exercised at any time until all of the Pre-Funded Warrants are exercised in full at an exercise price of $0.001
per ADS. The total net proceeds from this offering were approximately $4.9 million, after deducting estimated offering expenses of approximately
$0.6 million.
In
connection with the Offering, the Company agreed that certain existing warrants to purchase up to an aggregate of 2,800,000 ADSs of the
Company that were previously issued on November 30, 2022, at an exercise price of $5.00 per ADS and expiration dates of May 30, 2025
and May 30, 2028, were amended effective upon the closing of the Offering so that the amended warrants had a reduced exercise price of
$1.75 per ADS.
The
accounting for pre-funded warrants is detailed in the section below.
With
respect to other warrants in issue, given the warrants include a net settlement clause and the exercise (or strike) price of the warrants
is denominated in a foreign currency ($) other than the Company’s functional currency, management concluded that, in line with
IAS 32 Financial Instruments: Presentation, the warrants will be accounted for as derivative financial instruments and presented as a
liability on the consolidated statement of financial position with the changes in fair value recognized in the consolidated statement
of comprehensive income/(loss).
The
relative fair values of the derivative liability and the equity component will be calculated and based on the actual transaction price,
will be allocated to the equity and the liability components using the relative fair value method.
Pre-Funded
warrants
The
Pre-Funded Warrants are classified as a component of equity because they are freestanding financial instruments that are legally detachable
and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, do not embody an
obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of ordinary shares upon exercise
(foreign exchange on nominal value of the shares is not considered relevant for the analysis because not more than an insignificant amount
related to the value of the share remains outstanding which is the $0.0001 nominal amount that remains open to be paid upon exercising
it). In addition, Pre-Funded Warrants do not provide any guarantee of value or return.
Initial
public offering (IPO) related expenses
Incremental
costs deemed to be incurred and directly attributable to the planned offering of securities were held as prepayments prior to being deducted
from the related proceeds of the offering in due course. Costs that relate to the stock market listing or are otherwise not incremental
and directly attributable to issuing new shares, are recorded as an expense in the statement of comprehensive income. Costs that relate
to both share issuance and listing are allocated between those functions on a rational and consistent basis. In the absence of a more
specific basis for apportionment, an allocation of common costs based on the proportion of new shares issued to the total number of (new
and existing) shares listed has been used.
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v3.23.3
Critical accounting estimates and judgements
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6 Months Ended |
Jun. 30, 2023 |
Critical Accounting Estimates And Judgements |
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Critical accounting estimates and judgements |
2.
Critical accounting estimates and judgements
In
the application of the Group’s accounting policies, management are required to make judgements, estimates and assumptions about
the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions
are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The
estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period
in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where
the revision affects both current and future periods.
Judgements
made in applying accounting policies other than those involving estimations
Going
Concern
Our
evaluation of our ability to continue as a going concern requires us to evaluate our future sources and uses of cash sufficient to fund
our currently expected operations in conducting research and development activities one year from the date our consolidated financial
statements are issued. We evaluate the probability associated with each source and use of cash resources in making our going concern
determination. The research and development of cell therapies is inherently subject to uncertainty.
Management
believes that its existing cash balances will be able to fund current operations to November 2023 and when coupled with planned further
financings during 2023 and 2024 cash balances will be sufficient to fund the current operating plans for at least the twelve month period
following the filing date of these unaudited condensed consolidated interim financial statements. Should the additional planned financings
not occur as expected, management will implement alternative arrangements and such arrangements could have a potentially significant
negative impact on the current net asset value of the Group. These alternatives include: (1) raising additional capital my means other
than those planned through equity and/or debt financings; (2) entering into new commercial relationships to help fund future clinical
trial costs (i.e. licensing and partnerships); (3) reducing and/or deferring discretionary spending on general corporate overheads and
one or more of our research and development and / or clinical programs; and/or (4) restructuring operations to change our overhead structure
and make use of our manufacturing facilities to generate revenues from through third party manufacturing contracts. In the medium term
the Company’s future liquidity needs, and ability to address those needs, will largely be determined by the success of its product
candidates and key development and regulatory events and its decisions in the future.
Further
detail about the Company’s ability to continue as a going concern are described in Note 1 to the unaudited condensed consolidated
interim financial statements for the six months ended June 30, 2023.
Revenue
from contracts with customers
Identification
of contracts with pharma partners
The
Group has entered into collaboration agreements with a number of parties. Application of IFRS 15 “Revenue from contracts and customers”
on collaboration agreements requires judgement around whether these contracts were within the scope of IFRS 15.
The
Group’s core business is around researching and developing immunotherapies and collaborative agreements entered into with pharma
partners are consistent with those objectives and the outputs are in line with the Group’s ordinary activities.
The
contracts with pharma partners do not involve sharing the risks and benefits of a joint arrangement in the sense of IFRS 11 “Joint
arrangements”.
In
light of the nature of the work being undertaken with pharma partners, and the fact that these agreements have commercial substance with
clearly defined milestones and rights and obligations for each party, management has concluded that these collaboration agreements meet
the definition of a contract with a customer and fall within the scope of IFRS 15.
Identification
of performance obligations in contracts
The
collaboration agreements entered into by the Group include obligations to fulfil the research and development programs. Management identified,
from reviews of the relevant agreements, that there are no specific obligations but an implied performance obligation to deliver each
overall contracted research and development program. Reflecting the broad nature of these obligations, spanning the full duration of
the contract, the obligations are satisfied over the expected duration of the relevant contract.
Determination
and allocation of the transaction price
The
collaboration agreements include a number of elements of consideration and are allocated to the satisfaction of the relevant obligation.
The
Group can receive upfront payments as part of the consideration. The Group has determined that upfront payments are in connection with
the performance of the research and development program and are satisfied during the duration of the contract.
The
business is entitled to receive contractual milestone payments on achievement of certain performance obligations, with revenue being
recognized in the same way. The relevant transaction price is allocated to the related milestone.
Assumptions
about the future and other sources of estimation uncertainty
Revenue
from contracts with customers
Timing
of revenue recognition
Revenue
from upfront payments in connection with collaboration agreements is recognized over the estimated term over which the services promised
will be provided. This term was estimated by management at the inception of each contract and evaluated at each reporting date. Management
reviewed the status of the contract and specific contractual terms and concluded that as at December 31, 2022 no further services were
to be provided under the contract. The remaining deferred revenue was released as at December 31, 2022.
The
business is entitled to receive contractual milestone payments on achievement of certain performance obligations. Due to significant
uncertainties associated with the achievement of contractual milestones, no revenue has been recognized from milestone payments to date
and these will be recognized when the milestones are certain to occur.
Valuation
of ordinary shares
In
the period prior to become a listed Company on Nasdaq on February 10, 2022, there had been no public market for the Group’s ordinary
shares, the estimated fair value of the ordinary shares in the financial periods prior to February 10, 2022 has been determined by management,
considering the most recently available third-party valuations of the Group’s ordinary shares, and the assessment of additional
objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation
through the date of the grant.
After
considering the Market Approach, the Income Approach and the Asset-based Approach, we utilized the Market Approach to determine the estimated
fair value of our ordinary shares based on management’s determination that this approach was most appropriate for a clinical-stage
biopharmaceutical company at this point in its development, using the option-pricing method (“OPM”). Consideration was given
to the American Institute of Certified Public Accountants’ Practice Aid: “Valuation of Privately-Held Company Equity Securities
Issued as Compensation”, the likelihood of completing an IPO and recent transactions with investors.
As
a public trading market for our ordinary shares has now been established in connection with the completion of the IPO, the fair value
of our ordinary shares in connection with our accounting for embedded derivatives, warrants and share-based payment expenses will be
determinable by reference to the trading price of our ordinary shares on Nasdaq.
Valuation
of warrants
At
the time of issue of the warrants at the IPO date there was no trading history, as such the Group determined that a more appropriate
method for calculating the estimated fair value of the warrants at the point of recognition was using a Black Scholes option pricing
model. The Group determined the share price used in the fair value calculation in line with the methods discussed in Note 2 in connection
with the ‘Valuation of ordinary shares’. As a recently listed entity, the Group’s share price does not have sufficient
historical volatility to adequately assess the fair value of the embedded derivative. As a result, management considered the historical
volatility of other comparable publicly traded companies and, based on this analysis, concluded that a volatility of 90% was appropriate
for the valuation of embedded derivatives in in existence as at June 30, 2023.
As
a public trading market for our listed warrants has now been established in connection with the completion of the IPO, under the ticker
symbol ‘TCBPW’, the fair value of our listed warrants will be determinable, in the first instance, by reference to the trading
price of the warrants on Nasdaq. In line with IFRS 13 (“Fair value measurement”), if there has been a significant decrease
in the volume or level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques
may be appropriate. During the reporting period to June 30, 2022, the Company determined the fair value of its listed warrants by reference
to the trading price. Following the reverse share split in November 2022, the Company noted that the listed market price did not adjust
to reflect the amendment. In light the limited adjustment in the market priced and limited trading volumes at the reporting date, the
Group determined that the most appropriate method for calculating the estimated fair value of the warrants at the reporting date was
using a Black Scholes option pricing model.
With
respect to our unlisted warrants that are in issue, in the absence of any trading history, the Group determined that the most appropriate
method for calculating the estimated fair value of the warrants at the reporting date was using a Black Scholes option pricing model.
Share
option and other share-based payment assumptions
The
determination of the value of share-based payments requires management to use professional expertise to arrive at assumptions to be used
to calculate the value of the share-based payment. The estimated fair value of the options outstanding in the period was calculated by
applying a Black Scholes Model for those options issued in 2022. The most appropriate approach is selected with reference to the share
capital structure at the time of grant and the directors need to use judgement in setting the key assumptions. Further details are included
in Note 14.
The
Group determines the share price used in the fair value calculation in line with the methods discussed in Note 2 in connection with the
‘Valuation of ordinary shares’. As a recently listed entity, the Group’s share price does not have sufficient historical
volatility to adequately assess the fair value of the share option grants. As a result, management considered the historical volatility
of other comparable publicly traded companies and, based on this analysis, concluded that a volatility of 80% was appropriate for the
valuation of share options granted during the six months ended June 30, 2022. There were no share options granted in the six months ended
June 30, 2023.
The
expected life of the option, beginning with the option grant date, was used in valuing our share options. The expected life used in the
calculation of share-based payment expense is the time from the grant date to the expected exercise date. The life of the options, which
is a subjective estimate that can materially alter the valuation, depends on the option expiration date, volatility of the underlying
shares and vesting features.
IFRS
2 “Share-based Payment” requires the use of the risk-free rate of the country in which the entity’s shares are principally
held with a remaining term equal to the expected life of the option. This should also be the risk-free interest rate of the country in
whose currency the exercise price is expressed. The Group has applied the appropriate risk-free rate, based on 4-year, 3-year and 2-year
UK government bond yields as at the respective grant dates.
Convertible
loan redemption date
The
Group calculates the effective interest rate (“EIR”) to consider the potential repayment at redemption date by reference
to the face value amount and including the 5% of interest rate in each relevant cash outflow period. At the time of a listing, 50% of
the face value of loan notes in issue at the time (including interest accrued to date) converted to equity in the listed entity and 25%
of the face value of the loan notes were repaid 90 days after the listing date. The remaining loan notes are repayable or convertible
at the loan note holders’ option at 180 days after the listing date. For the purpose of calculating the EIR, management has used
the listing date of February 10, 2022.
|
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v3.23.3
Revenue
|
6 Months Ended |
Jun. 30, 2023 |
Schedule Of Revenue From Collaboration Agreements |
|
Revenue |
3.
Revenue
Schedule of revenue from collaboration agreements
| |
June 30, | | |
June 30, | |
| |
Six months ended | |
| |
June 30, | | |
June 30, | |
| |
2023 | | |
2022 | |
| |
£ | | |
£ | |
Revenue from collaboration agreements | |
| - | | |
| 989,330 | |
Collaboration
agreements entered into by the Group provide for the entity to work with a partner to carry out collaborative research and development
work.
Performance
obligations around upfront payments are deemed to be satisfied over the estimated life of the services promised to be provided. This
term was estimated by management at the inception of each contract and evaluated at each reporting date. Management have reviewed the
status of the contract and specific contractual terms and concluded that at the year end date no further services are to be provided
under the contract. The remaining deferred revenue has been released as at December 31, 2022. There were no new collaboration agreements
entered into during the six months ended June 30, 2023.
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v3.23.3
Other (expenses)/income
|
6 Months Ended |
Jun. 30, 2023 |
Notes and other explanatory information [abstract] |
|
Other (expenses)/income |
4.
Other (expenses)/income
Schedule
of other (expenses) income
| |
June 30, | | |
June 30, | |
| |
Six months ended | |
| |
June 30, | | |
June 30, | |
| |
2023 | | |
2022 | |
| |
£ | | |
£ | |
Unrealized and realized exchange differences | |
| (87,631 | ) | |
| 54,002 | |
Unrealized
and realized exchange differences in the period relate to retranslation of the US dollar denominated convertible loan notes as at the
period end.
|
X |
- DefinitionThe disclosure of other operating income or expense. [Refer: Other operating income (expense)]
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v3.23.3
Finance costs
|
6 Months Ended |
Jun. 30, 2023 |
Finance Costs |
|
Finance costs |
5.
Finance costs
Schedule of finance costs
| |
June 30, | | |
June 30, | |
| |
Six months ended | |
| |
June 30, | | |
June 30, | |
| |
2023 | | |
2022 | |
| |
£ | | |
£ | |
Interest on lease liabilities | |
| 92,365 | | |
| 122,304 | |
Other interest | |
| - | | |
| 13,503 | |
Interest on convertible loan (Note 10) | |
| 50,975 | | |
| 5,854,785 | |
Finance costs | |
| 143,340 | | |
| 5,990,592 | |
|
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v3.23.3
Income tax credit
|
6 Months Ended |
Jun. 30, 2023 |
Major components of tax expense (income) [abstract] |
|
Income tax credit |
6.
Income tax credit
The
income tax credit recognized primarily represents the U.K. research and development tax credit. In the United Kingdom, the Company is
able to surrender some of its losses for a cash rebate of up to 10% of expenditure related to eligible research and development projects.
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v3.23.3
Basic and diluted income per share
|
6 Months Ended |
Jun. 30, 2023 |
Notes and other explanatory information [abstract] |
|
Basic and diluted income per share |
7.
Basic and diluted income per share
Summary of basic and diluted earnings per share
| |
June 30, | | |
June 30, | |
| |
Six months ended | |
| |
June 30, | | |
June 30, | |
| |
2023 | | |
2022 | |
| |
£ | | |
£ | |
Income for the period | |
| 353,582 | | |
| 512,658 | |
Basic weighted average number of shares outstanding (1) | |
| 3,030,825 | | |
| 551,923 | |
Basic and diluted weighted average number of shares outstanding (1) | |
| 3,488,575 | | |
| 674,398 | |
| |
| | | |
| | |
Basic income per share | |
| 0.12 | | |
| 0.93 | |
Diluted income per share | |
| 0.10 | | |
| 0.76 | |
|
(1) |
On
November 18, 2022, the Company undertook a reverse share split such that fifty issued ordinary shares were exchanged for one new
share. The outstanding shares presented above reflect the fifty for one reverse share split. |
Basic
income per share is calculated by dividing the income for the period attributable to the equity holders of the Group by the weighted
average number of shares outstanding during the period.
The
following potential shares, presented to reflect the fifty for one reverse share split noted above are anti-dilutive and are therefore
excluded from the weighted average number of shares for the purpose of diluted income per share:
Schedule
of anti-dilutive weighted average shares
| |
2023 | | |
2022 | |
| |
Six months ended June 30, | | |
Six months ended June 30, | |
| |
2023 | | |
2022 | |
| |
Number of shares | | |
Number of shares | |
Convertible loan notes – assuming all loan notes are converted to equity | |
| 856,253 | | |
| 33,768 | |
2021 Share Option Scheme | |
| 7,934 | | |
| 52,305 | |
Warrants in issue | |
| 7,083,037 | | |
| 318,443 | |
Dilutive effect securities | |
| 7,947,224 | | |
| 404,516 | |
|
X |
- DefinitionThe entire disclosure for earnings per share.
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v3.23.3
Trade and other receivables: due within one year
|
6 Months Ended |
Jun. 30, 2023 |
Trade And Other Receivables Due Within One Year |
|
Trade and other receivables: due within one year |
8.
Trade and other receivables: due within one year
Schedule
of trade and other receivables
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
£ | | |
£ | |
Other receivables | |
| 1,164 | | |
| 56,264 | |
VAT owed to the Group | |
| 113,660 | | |
| 27,055 | |
Prepaid clinical trial costs | |
| 307,519 | | |
| 307,519 | |
Prepayments | |
| 188,365 | | |
| 528,618 | |
Trade and other receivables | |
| 610,708 | | |
| 919,456 | |
The
fair value of trade and other receivables are not materially different to the book value.
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Trade and other payables: due within one year
|
6 Months Ended |
Jun. 30, 2023 |
Trade And Other Payables Due Within One Year |
|
Trade and other payables: due within one year |
9.
Trade and other payables: due within one year
Schedule
of trade and other payables
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
£ | | |
£ | |
Trade payables | |
| 953,855 | | |
| 882,364 | |
Other tax and social security | |
| 137,017 | | |
| 293,467 | |
Accruals | |
| 1,331,482 | | |
| 944,904 | |
Other payables | |
| 72,178 | | |
| 38,323 | |
Trade and other payables | |
| 2,494,532 | | |
| 2,159,058 | |
The
fair value of trade and other payables are not materially different to the book value.
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v3.23.3
Convertible loan
|
6 Months Ended |
Jun. 30, 2023 |
Disclosure of detailed information about borrowings [abstract] |
|
Convertible loan |
10.
Convertible loan
The
following table summarizes the changes in the convertible debt instrument during the six month period to June 30, 2023:
Summary
of changes in convertible debt
| |
Residual loan | | |
Embedded derivative | | |
Total | |
| |
£ | | |
£ | | |
£ | |
| |
| | |
| | |
| |
Balance at December 31, 2022 | |
| 653,484 | | |
| 2,439 | | |
| 655,923 | |
Accrued interest | |
| 50,975 | | |
| - | | |
| 50,975 | |
Modification of loan notes | |
| (53,619 | ) | |
| 699,464 | | |
| 645,845 | |
Conversion of loan notes | |
| (254,150 | ) | |
| - | | |
| (254,150 | ) |
Fair value adjustment | |
| - | | |
| (578,877 | ) | |
| (578,877 | ) |
Currency adjustment | |
| (31,525 | ) | |
| - | | |
| (31,525 | ) |
Balance at June 30, 2023 | |
| 365,165 | | |
| 123,026 | | |
| 488,191 | |
The
fair value of the residual loan is not materially different to the book value.
On
February 10, 2022, 74% of the face value, totaling $13,447,012 (£9,861,405), of loan notes in issue at the time (including interest
accrued to date) converted into 63,280 ordinary shares and 126,560 warrants over ordinary shares in the listed entity. In line with terms
of the loan notes and at the loan note holders’ option, 25% of the face value of the loan notes outstanding at the IPO (after adjusting
for noteholders who had converted in full at the IPO) were repaid 90 days after the listing date.
On
August 9, 2022 the Company agreed with one of the loan note holders not to exercise the right to require the loan notes to be repaid
in cash in accordance with the terms of the loan notes and to amend certain other aspects of the loan notes (“2022 amended loan
notes”). As additional consideration, the Company has issued warrants to subscribe for 11,678 ordinary shares in the share capital
of the Company.
On
April 3, 2023, the Company agreed with the loan note holder not to exercise the right to require the loan notes to be repaid in cash
in accordance with the terms of the loan notes and to amend certain other aspects of the loan notes (“2023 amended loan notes”).
As additional consideration, the Company has issued warrants to subscribe for 200,000 ordinary shares in the share capital of the Company.
This warrant contained a condition whereby if a registration statement, to be filed by the Company, registering all of the securities
underlying the note holder’s amended convertible loan note, was not declared effective by July 31, 2023, the note holder will be
entitled to receive 0.30 Ordinary Shares for each share it was originally entitled to purchase under these warrants without the payment
of any additional consideration. No such registration statement was filed. The related fair value of the issue of any additional securities
is approximately $37,000 and is not considered material to the financial statements.
In
the period to June 30, 2023, loan notes with a value of £254,150 ($323,000) were converted into equity for 527,016 Ordinary Shares.
Following the period end, the remaining balance £365,165 ($486,692) and interest was converted into equity for 1,070,290 Ordinary
Shares.
Accounting
for the original loan notes
As
the loan notes have two elements, the debt instrument and the conversion option which is accounted for as an embedded derivative liability,
the fair value of the conversion option is calculated first and then subtracted from the fair value of the entire instrument net of issuance
costs totaling.
When
considering the fair value of the conversion option at the points of initial recognition management took into account the probability
of a listing happening before maturity and what the expected fair value of the shares would be at the listing. The embedded derivative
was measured at fair value on the date of issuance (based on the Black-Scholes valuation model).
The
loan is subsequently measured at amortized cost. Management calculates the effective interest rate (“EIR”) to consider the
potential repayment at redemption date by reference to the face value amount after taking into account the 5% of interest rate.
The
value of the embedded derivative is remeasured at fair value at each reporting date (based on the Black-Scholes valuation model) with
recognition of the changes in fair value in the consolidated statements of comprehensive income/(loss) in accordance with IFRS 9. The
inputs associated with calculating the fair value of the embedded derivative are considered to be Level 3 (inputs not based on observable
market data) as defined by IFRS 7 – Financial instruments: Disclosures.
The
conversion option had been fully extinguished by December 31, 2022, and as such the related value of the option was £Nil.
Accounting
for the amended loan notes
The
modifications to 2022 amended loan notes represent as substantial amendment as the modifications are related to:
|
1. |
Removing
the exercise of the right to require the loan in cash as of August 9, 2022. |
|
|
|
|
2. |
Extending
the repayment date to January 31, 2023, and modifying the structure to be repaid in shares if not redeemed before in cash. |
|
|
|
|
3. |
Revising
the conversion price for the conversion of the loan notes in shares. The revised conversion price would be $0.50 and, if the 5-day
trailing VWAP of the Company’s ADS is above that and $0.20 as a floor. |
|
|
|
|
4. |
Giving
the option to the holder for redemption in cash, which will occur no later than February 10, 2023, and to the Company for an early
redemption at any moment but having the Holder an option to convert into shares using the revised conversion price at that moment. |
The
modifications to the 2023 amended loan notes represent as substantial amendment as the modifications are related to:
|
1. |
A
waiver to any defaults arising in connection with the 2022 amended loan notes. |
|
|
|
|
2. |
Extending
the repayment date to January 15, 2024; and |
|
|
|
|
3. |
Amend
the Conversion Price (as defined in the Loan Note) of the outstanding loan notes to be the lesser of $1.00 or the lowest closing
price of the Ordinary Shares during the ten (10) day period prior to the date the Noteholder delivers a notice of conversion to the
Company, not to be lower than $0.20 |
In
line with IFRS 9.3.3.2, an exchange between an existing borrower and lender of debt instruments with substantially different terms shall
be accounted for as an extinguishment of the original financial liability (with the associate gain or loss shown in the Income Statement)
and the recognition of a new financial liability. In addition, as consideration for these modifications, the Company has issued additional
warrants to subscribe for 200,000 ordinary shares in the share capital of the Company.
The
original financial instrument was derecognised, including any unamortised transaction costs, and the new instrument was initially recognised
at fair value and subsequently measured at amortised cost at each reporting date.
The
conversion option is a single embedded derivative that is separately recognized as a liability and accounted for at fair value through
profit and loss. The conversion options are financial liabilities in accordance with IAS 32:11 because the Company issues shares such
that the fair value of the shares delivered is always equal to the amount of the contractual obligation (i.e. a variable number of shares
depending on the share price of the stock). As a result, the conversion options are part of the financial liability debt instrument and
should be evaluated under the embedded derivatives guidance. Because the conversion options are indexed to the equity of the issuer,
these are not closely related to the host contract as stipulated under IFRS 9:B4.3.5(c).
This
instrument is considered as a new freestanding financial instrument and constitutes an embedded derivative liability that is separately
recognized as a liability and accounted for at fair value through profit and loss.
The
value of the embedded derivatives are remeasured at fair value at each reporting date (based on the Black-Scholes valuation model) with
recognition of the changes in fair value in the consolidated statements of comprehensive income/(loss) in accordance with IFRS 9. The
inputs associated with calculating the fair value of the embedded derivative are considered to be Level 3 (inputs not based on observable
market data) as defined by IFRS 7 – Financial instruments: Disclosures.
Schedule of valuation assumption on convertible debt
Conversion
option
| |
April 3, 2023 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 1.00 | | |
$ | 1.00 | |
Share price in USD | |
$ | 1.70 | | |
$ | 0.54 | |
Time to maturity | |
| 0.8 years | | |
| 0.6 years | |
Expected volatility | |
| 90 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 4.1 | % | |
| 4.1 | % |
Dividend yield | |
| - | | |
| - | |
Related
share purchase warrants
| |
April 3, 2023 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 5.00 | | |
$ | 5.00 | |
Share price in USD | |
$ | 1.700 | | |
$ | 0.54 | |
Time to maturity | |
| 5 years | | |
| 4.8 years | |
Expected volatility | |
| 90 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 4.5 | % | |
| 4.5 | % |
Dividend yield | |
| - | | |
| - | |
|
X |
- DefinitionThe disclosure of borrowings. [Refer: Borrowings]
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Name IAS -Number 1 -IssueDate 2023-01-01 -Paragraph 10 -Subparagraph e -URI https://taxonomy.ifrs.org/xifrs-link?type=IAS&num=1&code=ifrs-tx-2023-en-r&anchor=para_10_e&doctype=Standard -URIDate 2023-03-23
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v3.23.3
Warrants – derivative
|
6 Months Ended |
Jun. 30, 2023 |
Notes and other explanatory information [abstract] |
|
Warrants – derivative |
11.
Warrants – derivative
The
following table summarizes the changes in the warrant derivative liability during the six month period to June 30, 2023:
Summary
of changes In warrant derivative liability
| |
Embedded derivative | |
| |
£ | |
| |
| |
Balance at December 31, 2022 | |
| 6,020,863 | |
Fair value of warrants issued in the period | |
| 2,893,619 | |
Fair value adjustment | |
| (7,637,088 | ) |
Balance at June 30, 2023 | |
| 1,277,394 | |
On
February 10, 2022, TC BioPharm (Holdings) plc completed an IPO on Nasdaq, issuing American Depositary Shares (“ADSs”) and
warrants to buy ADSs. The ADSs and warrants are considered two freestanding financial instruments because each can be traded separately.
The exercise price of the Warrants is $4.25 per ADS and will expire on the sixth anniversary of the date of issuance. The exercise price
is subject to standard anti-dilutive adjustments in the event of certain stock splits, stock combinations, stock dividends or recapitalizations,
and it is also subject to adjustment in certain events specified in the warrant agreement.
On
November 27, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited
investors (the “Investors”) as purchasers. Pursuant to the Purchase Agreement, the Company sold, and the Investors purchased
in a private placement an aggregate of 155,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up
to 1,315,000 ADS (the “Pre-Funded Warrants”), series A purchase warrants to purchase up to 1,470,000 ADSs (the “Series
A Ordinary Warrants”) and series B purchase warrants to purchase up to 1,470,000 ADSs (the “Series B Ordinary Warrants”
and together with the Series A Ordinary Warrants, the “Ordinary Warrants”) for aggregate gross proceeds of $7,350,000 (£6,073,376),
excluding any proceeds that may be received upon exercise of the Ordinary Warrants. The purchase price for each ADS and associated Ordinary
Warrants is $5.00 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants is $4.999.
On
March 27, 2023, TC BioPharm Holdings (PLC) (the “Company”), entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and
sell an aggregate of 215,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up to 3,222,500 ADS
(the “Pre-Funded Warrants”), and series C purchase warrants to purchase up to 3,437,500 ADSs (the “Ordinary Warrants”
and together with the Pre-Funded Warrants and the ADSs, the “Securities”). The purchase price for each ADS and associated
Ordinary Warrants was $1.60 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants was $1.599. The Ordinary
Warrants were immediately exercisable, expire five (5) years from the date of issuance and have an exercise price of $1.75 per ADS. The
Pre-Funded Warrants may be exercised at any time until all of the Pre-Funded Warrants are exercised in full at an exercise price of $0.001
per ADS. The total net proceeds from this offering were approximately $4.9 million, after deducting estimated offering expenses of approximately
$0.6 million.
In
connection with the Offering, the Company agreed that certain existing warrants to purchase up to an aggregate of 2,800,000 ADSs of the
Company that were previously issued on November 30, 2022, at an exercise price of $5.00 per ADS and expiration dates of May 30, 2025
and May 30, 2028, were amended effective upon the closing of the Offering so that the amended warrants had a reduced exercise price of
$1.75 per ADS.
Given
the warrants include a net settlement clause and the exercise (or strike) price of the warrants is denominated in a foreign currency
($) other than the Company’s functional currency, management concluded that the warrants should be accounted for as derivative
financial instruments and presented as a liability on the consolidated statement of financial position with the changes in fair value
recognized in the consolidated statement of comprehensive income/(loss).
The
relative fair values of the derivative liability and the equity component were calculated and based on the actual transaction price will
be allocated to the equity and the liability components using the relative fair value method.
As
at the date of issue of the warrants on November 27, 2022, the calculated fair value of the warrants was in excess of the fair value
of the consideration received. The difference (£1,472,746) was debited to the Income Statement. The related transactions costs
(£593,337) associated with the issue were also included within the Income Statement as part of the Change in fair value of warrant
derivatives.
Listed
warrants in issue
A
fair value of $0.03 per each warrant was identified as at December 31, 2022. A fair value of $0.001 per each warrant has been identified
as at the reporting date.
The
inputs associated with calculating the fair value of the embedded derivative at recognition were considered to be Level 3 (inputs not
based on observable market data) as defined by IFRS 7 – Financial instruments: Disclosures.
The
model inputs were as follows:
Schedule of valuation assumption on warrants derivative
| |
December 31, 2022 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 212.50 | | |
$ | 212.50 | |
Share price in USD | |
$ | 3.85 | | |
$ | 0.54 | |
Time to maturity | |
| 5.1 years | | |
| 4.6 years | |
Expected volatility | |
| 90 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 4.00 | % | |
| 3.90 | % |
Dividend yield | |
| - | | |
| | |
The
value of the embedded derivative for the listed warrants is remeasured at fair value at each reporting date with recognition of the changes
in fair value in the consolidated statements of comprehensive income/(loss) in accordance with IFRS 9.
Unlisted
warrants in issue
Series
A warrants
A
fair value of $2.58 per each warrant was identified at December 31, 2022. A fair value of $0.28 per each warrant has been identified
as at the reporting date.
The
inputs associated with calculating the fair value of the embedded derivative at recognition were considered to be Level 3 (inputs not
based on observable market data) as defined by IFRS 7 – Financial instruments: Disclosures.
| |
December 31, 2022 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 5.00 | | |
$ | 1.75 | |
Share price in USD | |
$ | 3.85 | | |
$ | 0.54 | |
Time to maturity | |
| 5.4 years | | |
| 4.9 years | |
Expected volatility | |
| 85 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 3.9 | % | |
| 3.9 | % |
Dividend yield | |
| - | | |
| - | |
Series
B warrants
A
fair value of $1.84 per each warrant was identified at December 31, 2022. A fair value of $0.11 per each warrant has been identified
as at the reporting date.
The
inputs associated with calculating the fair value of the embedded derivative at recognition were considered to be Level 3 (inputs not
based on observable market data) as defined by IFRS 7 – Financial instruments: Disclosures.
| |
December 31, 2022 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 5.00 | | |
$ | 1.75 | |
Share price in USD | |
$ | 3.85 | | |
$ | 0.54 | |
Time to maturity | |
| 2.4 years | | |
| 1.9 years | |
Expected volatility | |
| 90 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 4.3 | % | |
| 4.3 | % |
Dividend yield | |
| - | | |
| - | |
Series
C warrants
A
fair value of $1.08 per each warrant was identified at the issue date of March 30, 2023. A fair value of $0.28 per each warrant has been
identified as at the reporting date.
The
inputs associated with calculating the fair value of the embedded derivative at recognition were considered to be Level 3 (inputs not
based on observable market data) as defined by IFRS 7 – Financial instruments: Disclosures.
| |
March 30, 2023 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 1.75 | | |
$ | 1.75 | |
Share price in USD | |
$ | 1.55 | | |
$ | 0.54 | |
Time to maturity | |
| 5 years | | |
| 4.7 years | |
Expected volatility | |
| 90 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 4.00 | % | |
| 4.0 | % |
Dividend yield | |
| - | | |
| - | |
Underwriter
warrants
A
fair value of $1.05 per each warrant was identified at the issue date of November 30, 2022. A fair value of $0.26 per each warrant has
been identified as at the reporting date.
The
inputs associated with calculating the fair value of the embedded derivative at recognition were considered to be Level 3 (inputs not
based on observable market data) as defined by IFRS 7 – Financial instruments: Disclosures.
| |
March 30, 2023 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 2.00 | | |
$ | 2.00 | |
Share price in USD | |
$ | 1.55 | | |
$ | 0.54 | |
Time to maturity | |
| 5 years | | |
| 4.8 years | |
Expected volatility | |
| 90 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 4.0 | % | |
| 4.0 | % |
Dividend yield | |
| - | | |
| - | |
|
X |
- DefinitionThe disclosure of derivative financial instruments. [Refer: Derivatives [member]]
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Name IAS -Number 1 -IssueDate 2023-01-01 -Paragraph 10 -Subparagraph e -URI https://taxonomy.ifrs.org/xifrs-link?type=IAS&num=1&code=ifrs-tx-2023-en-r&anchor=para_10_e&doctype=Standard -URIDate 2023-03-23
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v3.23.3
Lease liabilities and similar
|
6 Months Ended |
Jun. 30, 2023 |
Lease Liabilities And Similar |
|
Lease liabilities and similar |
12.
Lease liabilities and similar
Maturity
analysis of leases and similar
Schedule
of maturity analysis
June 30, 2023 | |
Undiscounted
lease payments | | |
Interest | | |
Present value | |
| |
£ | | |
£ | | |
£ | |
Not later than one year | |
| 453,121 | | |
| 154,075 | | |
| 299,046 | |
Between one year and five years | |
| 1,788,060 | | |
| 341,587 | | |
| 1,446,473 | |
More than five years | |
| 223,497 | | |
| 6,796 | | |
| 216,701 | |
Lease
Liabilities | |
| 2,464,678 | | |
| 502,458 | | |
| 1,962,220 | |
December 31, 2022 | |
Undiscounted
lease payments | | |
Interest | | |
Present value | |
| |
£ | | |
£ | | |
£ | |
Not later than one year | |
| 495,482 | | |
| 167,449 | | |
| 328,033 | |
Between one year and five years | |
| 1,788,060 | | |
| 400,029 | | |
| 1,388,031 | |
More than five years | |
| 446,766 | | |
| 22,347 | | |
| 424,419 | |
Lease
Liabilities | |
| 2,730,308 | | |
| 589,825 | | |
| 2,140,483 | |
The
balances relating to lease liabilities and similar can be further analyzed as follows:
Lease
liabilities
Schedule
of maturity analysis
June 30, 2023 | |
Undiscounted lease
payments | | |
Interest | | |
Present value | |
| |
£ | | |
£ | | |
£ | |
Not later than one year | |
| 447,015 | | |
| 154,027 | | |
| 292,988 | |
Between one year and five years | |
| 1,788,060 | | |
| 341,587 | | |
| 1,446,473 | |
More than five years | |
| 223,497 | | |
| 6,796 | | |
| 216,701 | |
Lease Liabilities | |
| 2,458,572 | | |
| 502,410 | | |
| 1,956,162 | |
December 31, 2022 | |
Undiscounted lease
payments | | |
Interest | | |
Present value | |
| |
£ | | |
£ | | |
£ | |
Not later than one year | |
| 451,029 | | |
| 166,069 | | |
| 284,960 | |
Between one year and five years | |
| 1,788,060 | | |
| 400,029 | | |
| 1,388,031 | |
More than five years | |
| 446,766 | | |
| 22,347 | | |
| 424,419 | |
Lease Liabilities | |
| 2,685,855 | | |
| 588,445 | | |
| 2,097,410 | |
The
principal leasing activities undertaken by the Group relate to the lease of property for the business.
An
incremental borrowing rate of 8.60% has been applied to leases during the reporting period. Total cash outflows in the period in relation
to leases are noted in the cash flow statement.
Sale
and leaseback arrangements
In
addition, the Group undertakes some sale and leaseback transactions to secure financing. From a review of the sale and leaseback agreements,
it is deemed that as no formal sale has occurred the Group continues to recognize the asset on the balance sheet with a corresponding
liability stated at amortized cost. There were no gains or losses recognized on sale and leaseback transactions in the period.
Schedule
of maturity analysis
June 30, 2023 | |
Undiscounted lease
payments | | |
Interest | | |
Present value | |
| |
£ | | |
£ | | |
£ | |
Not later than one year | |
| 6,106 | | |
| 48 | | |
| 6,058 | |
December 31, 2022 | |
Undiscounted lease
payments | | |
Interest | | |
Present value | |
| |
£ | | |
£ | | |
£ | |
Not later than one year | |
| 44,452 | | |
| 1,380 | | |
| 43,073 | |
Lease Liabilities | |
| - | | |
| - | | |
| - | |
Set
out below are the carrying amounts of right-of-use assets recognized and the movements during the period:
Schedule of right-of-use
assets recognized
| |
Buildings £ | | |
Other £ | | |
Total £ | |
| |
| | |
| | |
| |
At January 1, 2023 | |
| 1,186,891 | | |
| 2,056 | | |
| 1,188,947 | |
Charge for the period | |
| (96,232 | ) | |
| (2,056 | ) | |
| (98,288 | ) |
At June 30, 2023 | |
| 1,090,659 | | |
| - | | |
| 1,090,659 | |
The
following amounts are recognized in the consolidated statement of comprehensive income/(loss) :
Schedule of recognized
comprehensive loss
| |
Six months ended June 30, | | |
Six months ended June 30, | |
| |
2023 | | |
2022 | |
| |
£ | | |
£ | |
Amortization of right of use assets | |
| 98,288 | | |
| 98,289 | |
Interest on lease liabilities | |
| 113,283 | | |
| 113,283 | |
Total | |
| 211,571 | | |
| 211,572 | |
|
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v3.23.3
Share capital and reserves
|
6 Months Ended |
Jun. 30, 2023 |
Share Capital And Reserves |
|
Share capital and reserves |
13.
Share capital and reserves
Schedule of share capital shares
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
£ | | |
£ | |
| |
| | |
| |
Share capital | |
| 397,978 | | |
| 397,493 | |
Share premium | |
| 18,134,171 | | |
| 16,597,811 | |
Total
share capital and premium | |
| 18,532,149 | | |
| 16,995,304 | |
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
Number | | |
Number | |
Authorized, allotted, called up and fully paid share capital comprises: | |
| | | |
| | |
Ordinary shares of £0.0001 each | |
| 5,799,298 | | |
| 949,958 | |
Deferred shares of £0.4999 each | |
| 794,955 | | |
| 794,955 | |
Total Ordinary shares outstanding at the end of the period | |
| 6,594,253 | | |
| 1,744,913 | |
Summary of changes in equity
| |
Number of | | |
Ordinary share capital | | |
Deferred share | | |
Share premium | |
| |
shares | | |
£ | | |
capital | | |
£ | |
Fully paid share capital: | |
| | | |
| | | |
| | | |
| | |
Balance at December 31, 2022 | |
| 1,744,913 | | |
| 95 | | |
| 397,398 | | |
| 16,597,811 | |
Issue of Ordinary shares | |
| 4,849,340 | | |
| 485 | | |
| - | | |
| 1,536,360 | |
Balance at June 30, 2023 | |
| 6,594,253 | | |
| 580 | | |
| 397,398 | | |
| 18,134,171 | |
On
March 27, 2023, TC BioPharm Holdings (PLC) (the “Company”), entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and
sell an aggregate of 215,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up to 3,222,500 ADS
(the “Pre-Funded Warrants”), and series C purchase warrants to purchase up to 3,437,500 ADSs (the “Ordinary Warrants”
and together with the Pre-Funded Warrants and the ADSs, the “Securities”). The purchase price for each ADS and associated
Ordinary Warrants was $1.60 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants was $1.599. The Ordinary
Warrants were immediately exercisable, expire five (5) years from the date of issuance and have an exercise price of $1.75 per ADS. The
Pre-Funded Warrants may be exercised at any time until all of the Pre-Funded Warrants are exercised in full at an exercise price of $0.001
per ADS. The total net proceeds from this offering were approximately $4.9 million, after deducting estimated offering expenses of approximately
$0.6 million.
In
connection with the Offering, the Company agreed that certain existing warrants to purchase up to an aggregate of 2,800,000 ADSs of the
Company that were previously issued on November 30, 2022, at an exercise price of $5.00 per ADS and expiration dates of May 30, 2025
and May 30, 2028, were amended effective upon the closing of the Offering so that the amended warrants will have a reduced exercise price
of $1.75 per ADS.
In
the period from January 1, 2023 to June 30, 2023, the holders of prefunded warrants, exercised prefunded warrants to purchase 4,114,500
ADSs.
In
the period from January 1, 2023 to June 30, 2023, the holders of Convertible Loan Notes exercised their rights to convert the notes to
purchase 519,840 ADSs.
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v3.23.3
Share-based payments
|
6 Months Ended |
Jun. 30, 2023 |
Share-based Payments |
|
Share-based payments |
14.
Share-based payments
Enterprise
Management Incentive (EMI) share option scheme
The
Company operates an HMRC Approved Enterprise Management Incentive (EMI) share option scheme for employees. Effective December 16, 2014,
the Company approved a share option scheme under which the Board of Directors of the Company can award options to directors, officers,
employees and consulting personnel of the Company. The Board of Directors will determine the terms, limitations, restrictions and conditions
of the options granted under the plan.
The
Company has granted options over shares to certain employees.
Schedule of stock options activity
| |
Number of
share options | | |
Weighted average exercise price £ | |
| |
| | |
| |
Outstanding at December 31, 2022 | |
| 106,585 | | |
| 23.00 | |
Granted during the period | |
| - | | |
| - | |
Exercised during the period | |
| - | | |
| - | |
Forfeited during the period | |
| - | | |
| - | |
Outstanding at June 30, 2023 | |
| 106,585 | | |
| 23.00 | |
| |
| | | |
| | |
Exercisable at June 30, 2023 | |
| 106,585 | | |
| 23.00 | |
Unexercisable at June 30, 2023 | |
| - | | |
| - | |
The
estimated fair value of the options outstanding in the period was calculated by applying a Black Scholes Model. The most appropriate
approach is selected with reference to the share capital structure at the time of grant. The weighted average fair value of the options
at the measurement date was £Nil (2022: £Nil). The expense recognized for share-based payments in respect of employee services
received during the six months to June 30, 2023 is £Nil as all options were fully vested as of December 31, 2022 (six months to
June 30, 2022: £Nil).
As
a privately held company, the Company’s share price does not have sufficient historical volatility to adequately assess the fair
value of the share option grants. As a result, management considered the historical volatility of other comparable publicly traded companies
and, based on this analysis, concluded that a volatility of 75% was appropriate for the valuation of our share options.
As
part of the valuation exercise reference was made to historical share issue prices, taking into account discounts for lack of control
and marketability.
The
options granted under the EMI share option scheme will typically vest between one and two years after the date of grant. The exception
is options granted to senior management that vest immediately. As at the period end all options had fully vested.
Upon
vesting, each option entitles the holder to purchase one ordinary share at a specified option price determined at the grant date.
2021
Share Option Scheme
Effective
immediately prior to completion of the IPO on February 10, 2022, the Company adopted a new share option scheme, or the 2021 Share Option
Scheme, for the purpose granting share options to incentivize our directors, employees and consultants and the directors, employees and
consultants of our subsidiary companies. The 2021 Share Option Scheme incorporates a sub-plan for option holders subject to taxation
in the United States, or the 2021 U.S. Sub-Plan, to provide for the grant of U.S. qualified incentive options.
The
Company has granted options over shares to certain employees and directors.
Schedule of stock options activity
| |
Number of share options | | |
Weighted average exercise price $ | |
| |
| | |
| |
Outstanding at December 31, 2022 | |
| 52,305 | | |
| 212.00 | |
Granted during the period | |
| - | | |
| - | |
Exercised during the period | |
| - | | |
| - | |
Forfeited during the period | |
| (13,468 | ) | |
| 212.00 | |
Outstanding at June 30, 2023 | |
| 38,837 | | |
| 212.00 | |
| |
| | | |
| | |
Exercisable at June 30, 2023 | |
| 30,903 | | |
| 212.00 | |
Unexercisable at June 30, 2023 | |
| 7,934 | | |
| 212.00 | |
The
estimated fair value of the options outstanding in the period was calculated by applying a Black Scholes Model. The most appropriate
approach is selected with reference to the share capital structure at the time of grant. The weighted average fair value of the options
at the measurement date was $53.42. The expense recognized for share-based payments in respect of employee services received during the
six months to June 30, 2023 is £142,321.
As
a recently listed entity, the Company’s share price does not have sufficient historical volatility to adequately assess the fair
value of the share option grants. As a result, management considered the historical volatility of other comparable publicly traded companies
and, based on this analysis, concluded that a volatility of 80% was appropriate for the valuation of our share options.
The
options granted under the 2021 share option scheme will typically vest over three years after the date of grant. In some cases, options
granted to senior management vested immediately. As at June 30, 2023 the unvested options would, under the agreed terms, vest evenly
over the remaining period in either six month or annual instalments.
Upon
vesting, each option entitles the holder to purchase one ordinary share at a specified option price determined at the grant date.
Additional
right to subscribe for shares
On
August 25, 2020 the Company issued Ordinary shares included an additional right to subscribe for a fixed number (15,891) of shares at
£215.00 per share at a future date based on certain clinical and commercial milestones. The estimated fair value of the right to
subscribe was calculated by applying a Black Scholes Model. This was deemed the most appropriate approach due to the future liquidity
event being date-uncertain and could take one of many forms.
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v3.23.3
Related party transactions
|
6 Months Ended |
Jun. 30, 2023 |
Disclosure of transactions between related parties [abstract] |
|
Related party transactions |
15.
Related party transactions
The
directors and senior executives who have the authority and responsibility for planning, directing and controlling the entity are considered
to be key management personnel. Total remuneration in respect of these individuals is disclosed in the table below:
Schedule
of related party transactions
| |
Six months ended June 30, 2023 | | |
Six months ended June 30, 2022 | |
| |
£ | | |
£ | |
Short-term employee benefits | |
| 959,182 | | |
| 859,730 | |
Share-based payments | |
| 130,048 | | |
| 827,913 | |
Related party transactions | |
| 1,089,230 | | |
| 1,687,643 | |
|
v3.23.3
Financial liabilities
|
6 Months Ended |
Jun. 30, 2023 |
Disclosure of financial liabilities [abstract] |
|
Financial liabilities |
16.
Financial liabilities
The
following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted,
and include estimated interest repayments.
Schedule of maturity of
financial liabilities
June 30, 2023 | |
Carrying amounts | | |
Total | | |
2 months or less | | |
2-12 months | | |
12-24 months | | |
More than 2 years | |
Financial liabilities | |
£ | | |
£ | | |
£ | | |
£ | | |
£ | | |
£ | |
Trade payables | |
| 953,855 | | |
| 953,855 | | |
| 953,855 | | |
| - | | |
| - | | |
| - | |
Convertible loan | |
| 409,682 | | |
| 409,682 | | |
| 409,682 | | |
| - | | |
| - | | |
| - | |
Other payables | |
| 1,540,677 | | |
| 1,540,677 | | |
| 1,062,850 | | |
| 477,827 | | |
| - | | |
| - | |
December 31, 2022 | |
Carrying amounts | | |
Total | | |
2 months or less | | |
2-12 months | | |
12-24 months | | |
More than 2 years | |
Financial liabilities | |
£ | | |
£ | | |
£ | | |
£ | | |
£ | | |
£ | |
Trade payables | |
| 882,364 | | |
| 882,364 | | |
| 882,364 | | |
| - | | |
| - | | |
| - | |
Convertible loan | |
| 655,923 | | |
| 655,923 | | |
| 655,923 | | |
| - | | |
| - | | |
| - | |
Other payables | |
| 1,276,694 | | |
| 1,276,694 | | |
| 705,976 | | |
| 570,718 | | |
| - | | |
| - | |
Financial liabilities | |
| 2,814,981 | | |
| 2,814,981 | | |
| 2,244,263 | | |
| 570,718 | | |
| - | | |
| - | |
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v3.23.3
Risk management
|
6 Months Ended |
Jun. 30, 2023 |
Risk Management |
|
Risk management |
17.
Risk management
The
Group is exposed to a variety of risks in the ordinary course of our business, including, but not limited to, currency risk, liquidity
risk, equity price risk and credit risk, as discussed below. The Group regularly assess each of these risks to minimize any adverse effects
on our business as a result of those factors.
Credit
risk
Credit
risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Group’s receivables from customers and from its financing activities, including deposits
with banks and financial institutions, foreign exchange transactions and other financial instruments. The Group only engages with banks
and financial institutions with a Standard and Poor credit rating of BBB or greater.
The
Group has a small number of customers as part of its collaboration agreements. To manage the credit risks around collaboration agreements
the Group will assess the creditworthiness of partners as part of the engagement process.
The
Group has monitoring procedures in place to identify and follow up on any overdue debts.
Credit
risk from balances with banks and financial institutions is managed by the Group’s finance department in accordance with the Group’s
policy to only place funds with approved counterparties with the appropriate credit rating.
The
Group is exposed to no material credit risk.
Liquidity
risk
Liquidity
risk is the risk that necessary sources of funding for the Group’s business activities may not be available.
The
Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring
forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
The
Group is utilizing shareholder funds, collaboration agreements, grant funding and asset finance to support its working capital requirements.
All
cash funds are held with a maturity of three months or less.
Market
risk
Market
risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity
risk.
Interest
rate risk
Interest
rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Group is exposed to no material interest rate risk.
Currency
risk
The
Group has transactions denominated in various currencies, with the principal currency exposure being fluctuations in U.S. Dollars and
Euros against pound sterling. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s
Convertible Loan Notes that are denominated in US Dollars and a limited number of supplier agreements denominated in currencies other
than pound sterling. As at June 30, 2023, a 10% increase in GBPUSD exchange rate would reduce the liability for the Convertible Loan
Notes by £14,860. As at June 30, 2023, a 10% decrease in GBPUSD exchange rate would increase the liability for the Convertible
Loan Notes by £62,985.
Equity
price risk
The
Warrants issued by the Group contain an embedded derivative components that are accounted for at fair value at each period end. A change
in the price per ADS will impact the valuation of the embedded derivatives. As at June 30, 2023, a 10% increase in the price per ADS
would increase the value of the embedded derivative liability by £208,896. As at June 30, 2023, a 10% decrease in the price per
warrant would decrease the value of the embedded derivative by £200,721.
Other
price risk
The
Group is not exposed to material other price risks with regard to areas such as commodities or equity.
The
following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted,
and include estimated interest repayments.
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v3.23.3
Contingent liability
|
6 Months Ended |
Jun. 30, 2023 |
Disclosure of contingent liabilities [abstract] |
|
Contingent liability |
18.
Contingent liability
In
accordance with the terms of a Convertible Loan Note (‘Note’) on August 9, 2022 (the Conversion Date) the Company issued
179,468 Ordinary Shares and 358,936 listed warrants to the Note holder in full satisfaction of the Note in the aggregate amount of $762,740.
The holder filed a claim in the English courts on 19 June 2023 asserting that notice was provided such that the Company should have paid
it the value of the Note in cash, rather than by settling it through the issuance of Ordinary Shares and listed warrants. The holder
is demanding payment of the face value of the Note, together with interest, (approximately $860,000). The litigation process is in its
early stages and is not expected to conclude until late 2024 or later. The Company is contesting the claim in its entirety and believes
that it acted correctly, under the terms of the Note and has accounted for the transaction on that basis, and that no further amounts
are payable to the holder.
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v3.23.3
Subsequent events
|
6 Months Ended |
Jun. 30, 2023 |
Disclosure of non-adjusting events after reporting period [abstract] |
|
Subsequent events |
19.
Subsequent events
On
July 10, 2023, the Company entered into a warrant amendment with an existing investor pursuant to which the Company and the investor
agreed that certain existing warrants to purchase 2,800,000 ADSs of the Company that were previously issued on November 30, 2022 (the
“November 2022 Warrants”) and certain existing warrants to purchase 3,437,500 ADSs of the Company that were previously issued
on March 30, 2023 (the “March 2023 Warrants,” and together with the November 2022 Warrants, the “Existing Warrants”)
would be amended as follows: (i) amend the current exercise price on all Existing Warrants so that it is now equal to £0.35, (ii)
extend the termination date on 50% of the November 2022 Warrants and all of the March 2023 Warrants until May 30, 2028 and (iii) amend
to the definition of “Black Scholes Value” included in Section 3(e) of the Existing Warrants.
On
August 30, 2023, TC Biopharm (Holdings) PLC (the “Company”), entered into an inducement offer letter agreement (the “Inducement
Letter”) with certain holders (the “Holders”) of existing Series A, B and C warrants (the “Existing Warrants”)
to purchase ordinary shares represented by American depositary shares (the “ADSs”) of the Company.
Pursuant
to the Inducement Letter, the Holders agreed to exercise for cash their Existing Warrants to purchase an aggregate of 6,237,500 ADSs
of the Company in consideration for the Company’s agreement to issue new Series D warrants to purchase ordinary shares represented
by ADSs (the “New Warrants”), as described below, to purchase up to 12,475,000 of the Company’s ordinary shares represented
by ADSs (the “New Warrant ADSs”). The Company received aggregate gross proceeds of approximately £2.2 million (approximately
$2.8m) from the exercise of the Existing Warrants by the Holders, before deducting placement agent fees payable by the Company.
|
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v3.23.3
Accounting policies (Policies)
|
6 Months Ended |
Jun. 30, 2023 |
Disclosure of voluntary change in accounting policy [abstract] |
|
General information |
General
information
TC
BioPharm (Holdings) plc (“TC BioPharm” or the “Company”) is incorporated as a Public limited company, limited
by shares, in Scotland and domiciled in the United Kingdom (registration number: SC713098) and has the following wholly owned subsidiaries
TC BioPharm Limited, TC BioPharm (North America) Inc. and TC BioPharm BV (together the “Group”). The registered office is:
Maxim 1, 2 Parklands Way, Holytown, Motherwell, Lanarkshire, Scotland, ML1 4WR.
The
principal activity of the Group is as a clinical stage immuno-therapy company pioneering commercialization of allogeneic, ‘off-the-shelf’
gamma-delta T cell (‘GD-T’) therapies, ranging from unmodified GD-T therapies to treat haematological cancers and viral infections,
to sophisticated proprietary GD-T CAR-T products designed to reach and treat solid tumors.
TC
BioPharm (Holdings) plc was incorporated on October 25, 2021. On December 17, 2021, all shareholders in TC BioPharm Limited and holders
of convertible loan notes in TC BioPharm Limited exchanged their shares and convertible loan notes for the same number and classes of
newly issued shares and/or convertible loan notes in TC BioPharm (Holdings) plc and, as a result, TC BioPharm Limited became a wholly
owned subsidiary of TC BioPharm (Holdings) plc. The corporate reorganization has been accounted for as a business combination under common
control and therefore, TC BioPharm (Holdings) plc is a continuation of TC BioPharm Limited and its subsidiaries. All TC BioPharm Limited
share options granted to directors and employees under share option plans that were in existence immediately prior to the reorganization
were exchanged for share options in TC BioPharm (Holdings) plc on a one-for-one basis with no change in any of the terms or conditions.
The
Company’s American Depositary Shares (“ADSs”) began trading on the Nasdaq Capital Market under the ticker symbol “TCBP”
on February 10, 2022, following its initial public offering (“IPO”). As part of the IPO, the Company, issued 82,353 American
Depositary Shares (“ADSs”) representing 82,353 ordinary shares with nominal value of £41,176 and warrants to buy 189,412
ADSs for proceeds before expenses of $17.5 million. Funding costs of $3.0 million including underwriter fees were incurred. On February
10, 2022, TC BioPharm (Holdings) plc issued 63,280 American Depositary Shares (“ADSs”) representing 63,280 ordinary shares
with nominal value of £31,640 and warrants to buy 126,560 ADSs on conversion of loan notes totaling $13.4 million. Between June
7, 2022 and June 8, 2022, the Company issued and sold 230,000 ADSs representing ordinary shares generating proceeds of $4.9 million before
deductions for offering expenses of approximately $0.6 million.
On
November 18, 2022 the Company undertook a reverse share split such that fifty issued ordinary share were exchanged for one new ordinary
share. As a result of the share split, all references in these unaudited condensed consolidated interim financial statements and accompanying
notes to units of ordinary shares or per share amounts are reflective of the reverse share split for all periods presented. In addition,
the exercise prices and the numbers of ordinary shares issuable upon the exercise of any outstanding options to purchase ordinary shares
were proportionally adjusted pursuant to the respective anti-dilution terms of the share-based payment plans.
On
November 27, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited
investors (the “Investors”) as purchasers. Pursuant to the Purchase Agreement, the Company sold, and the Investors purchased
in a private placement an aggregate of 155,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up
to 1,315,000 ADS (the “Pre-Funded Warrants”), series A purchase warrants to purchase up to 1,470,000 ADSs (the “Series
A Ordinary Warrants”) and series B purchase warrants to purchase up to 1,470,000 ADSs (the “Series B Ordinary Warrants”
and together with the Series A Ordinary Warrants, the “Ordinary Warrants”) for aggregate gross proceeds of $7,350,000 (£6,073,376),
excluding any proceeds that may be received upon exercise of the Ordinary Warrants. The purchase price for each ADS and associated Ordinary
Warrants is $5.00 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants is $4.999.
On
March 27, 2023, TC BioPharm Holdings (PLC) (the “Company”), entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and
sell an aggregate of 215,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up to 3,222,500 ADS
(the “Pre-Funded Warrants”), and series C purchase warrants to purchase up to 3,437,500 ADSs (the “Ordinary Warrants”
and together with the Pre-Funded Warrants and the ADSs, the “Securities”). The purchase price for each ADS and associated
Ordinary Warrants was $1.60 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants was $1.599. The Ordinary
Warrants were immediately exercisable, expire five (5) years from the date of issuance and have an exercise price of $1.75 per ADS. The
Pre-Funded Warrants may be exercised at any time until all of the Pre-Funded Warrants are exercised in full at an exercise price of $0.001
per ADS. The total net proceeds from this offering were approximately $4.9 million, after deducting estimated offering expenses of approximately
$0.6 million.
In
connection with the Offering, the Company agreed that certain existing warrants to purchase up to an aggregate of 2,800,000 ADSs of the
Company that were previously issued on November 30, 2022, at an exercise price of $5.00 per ADS and expiration dates of May 30, 2025
and May 30, 2028, were amended effective upon the closing of the Offering so that the amended warrants will have a reduced exercise price
of $1.75 per ADS.
On
April 3, 2023, the Company agreed with the loan note holder to extend the Redemption Date (as defined in the Loan Note) to January 15,
2024 and amend the Conversion Price (as defined in the Loan Note) of the outstanding loan notes to be the lesser of $1.00 or the lowest
closing price of the Ordinary Shares during the ten (10) day period prior to the date the Noteholder delivers a notice of conversion
to the Company, not to be lower than $0.20. In other respects the terms of the Loan Note remain unaltered. In addition, in consideration
of amending the Loan Note, the Company agreed to issue a 5-year warrant to the loan note holder to subscribe for 200,000 Ordinary Shares
in the share capital of the Company at an exercise price of $5.00. This warrant contained a condition whereby if a registration statement,
to be filed by the Company, registering all of the securities underlying the note holder’s amended convertible loan note, was not
declared effective by July 31, 2023, the note holder will be entitled to receive 0.30 Ordinary Shares for each share it was originally
entitled to purchase under these warrants without the payment of any additional consideration. No such registration statement was filed.
The related fair value of the issue of any additional securities is approximately $37,000 and is not considered material to the financial
statements.
In
the period from January 1, 2023 to June 30, 2023, the holders of prefunded warrants, exercised prefunded warrants to purchase 4,114,500
ADSs.
In
the period from January 1, 2023 to June 30, 2023, the holders of Convertible Loan Notes exercised their rights to convert the notes to
purchase 519,840 ADSs.
|
Basis of preparation |
Basis
of preparation
The
unaudited condensed consolidated financial statements for the six months ended June 30, 2023 and June 30, 2022 have been prepared in
accordance with International Accounting Standard 34, “Interim Financial Reporting” (IAS 34). The accounting policies
and methods of computation applied in the preparation of the interim financial statements are consistent with those applied in the Group’s
annual financial statements for the year ended December 31, 2022.
The
unaudited condensed consolidated financial statements do not include all of the information required for the full annual financial statements
and should be read in conjunction with the consolidated financial statements of the Group for the year ended December 31, 2022.
The
unaudited condensed consolidated Group financial statements have been prepared under the historical cost basis and are presented in pounds
sterling which is the Group’s and parent’s functional and presentation currency. All values are rounded to the nearest pound,
except where otherwise indicated.
|
Going concern |
Going
concern
Since
incorporation the Group has been focused on the development of therapeutic products based around its gamma delta T cell platform technology,
with the objective of conducting clinical trials to demonstrate safety and efficacy and eventually being granted regulatory approval
to market and sell its products. This activity was expected to be several years in development and has involved considerable expenditure
to date on carrying out research and development and conducting clinical trials. In common with most development and/or clinical stage
biotechnology companies, the Group has not yet generated any revenues from sales of products, but has obtained cash to finance its research,
development and clinical trial activities from equity, debt and grant financings and from receipts from partners under collaborative
co-development agreements (totaling £79 million since inception). The Group is expected to continue in this clinical development
phase for a number of years before any product becomes marketable. The Group therefore expects to continue to incur significant losses
in the foreseeable future.
As
at June 30, 2023, the Group had an accumulated deficit of £33.2 million. It experienced an outflow of cash from operating activities
during the six months ended June 30, 2023, of £6.6 million, and expects to incur continued outflow of cash for the foreseeable
future. Net income for the six months ended June 30, 2023, and 2022, amounted to £0.4 million and £0.5 million, respectively.
As
at June 30, 2023, the Group’s cash and cash equivalents amounted to £1.9 million, current assets amounted to £4.9 million
and current liabilities (excluding amounts which may become payable under its Convertible Loan Notes and Warrant derivative liabilities)
amounted to £2.8 million.
The
Group raised $17.5 million (£12.8 million), $14.5 million (£10.6 million) net of all commissions, costs and expenses) through
the completion of an initial public offering of its ADS and Warrants on Nasdaq (IPO) in February 2022 and raised a further $4.6 million
(£3.7 million), $3.8 million (£3.0 million) net of all commissions, costs and expenses) through the completion of a follow-on
offering in June 2022.
In
November 2022, TC BioPharm (Holdings) plc raised $7.4 million (£6.2 million), $6.6 million (£5.5 million) net of all commissions,
costs and expenses, through the completion of a private placement of its ADS and Warrants.
In
March 2023, TC BioPharm (Holdings) plc raised $4.9 million (£3.9 million) net of all commissions, costs and expenses, through the
completion of a public offering of its ADS and Warrants.
In
August 2023, TC BioPharm (Holdings) plc raised $2.4 million (£2.0 million) net of all commissions, costs and expenses, through
the exercise of certain warrants for its ADSs.
On
October 17, 2023, the Group had cash on hand of $2.6 million (£2.1 million), which will not be sufficient to enable the Group to
meet the cash requirements required to enable it to conduct its business plan through the going concern period (being to October 31,
2024) (“Going Concern Period”). With existing resources, we expect to be able to fund current operations to November 2023.
In
common with many clinical development stage biotechnology companies our future liquidity needs, and ability to address them, will largely
be determined by the availability of capital, both generally and in particular to fund our product candidates and key development and
regulatory projects. As a pre-revenue biotechnology company, we have financed our operations though continuously raising capital; and
we expect to continue having to raise capital routinely on the capital markets, taking advantage of our public listing. The Group are
currently and continuously progressing various funding options to fill our projected working capital gap, including the current short-term
requirements, which could be in the form of an equity raise or other forms of financings such as debt funding, collaborations or licensing
arrangements.
We
believe that our ongoing financing initiatives should improve our net short-term working capital position sufficiently to provide sufficient
capital to finance planned operations through 2023, and thereafter we would expect to be in a position to raise significantly greater
capital as our clinical program progresses. However, there can be no certainty that these initiatives will be successful and, if they
are not, management will seek to deploy alternative plans, which could have a potentially significant negative impact on shareholder
and asset value. Such plans could include all or any of the following: raising additional capital through low priced and/or complex equity
and/or debt financings; entering transactions involving sales, joint venturing or licensing of intellectual property; reducing and/or
deferring discretionary spending on research and development or clinical programs; restructuring our operating model to take advantage
of our manufacturing capability to generate short term revenues; reducing our cash burn rate through reduction in planned operating costs.
The
accompanying unaudited condensed consolidated interim financial statements have been prepared in conformity with IFRS as issued by IASB,
which contemplate continuation of the Group as a going concern (having adequate working capital to maintain operations through the Going
Concern Period). In common with many clinical stage development enterprises, the Group has not established a source of revenues sufficient
to cover its operating costs, and as such, has been dependent on ongoing funding operations primarily through ongoing initiatives to
sell securities via its Nasdaq listing, commercial partnerships, and/or grants. The Group expects to require substantially more capital
to fund its clinical, development and operational requirements, and therefore incur further losses over the next several years as it
develops its clinical products towards the market. The Group has utilized, and expects to continue to utilize, substantial amounts of
funding to implement its business strategy. Although the completion of the IPO on Nasdaq was a major milestone for the Group, as it opens
much wider avenues to raise future finance, the market conditions were such that the initial and subsequent funds raised are less than
was initially targeted, and the proceeds of the offerings alone are not adequate to finance the Group’s clinical and product development
programs through the Going Concern Period. Nonetheless the proceeds of the offerings, together with the anticipated proceeds from ongoing
and future fund-raising activities, cause management to believe that the Group will have sufficient liquidity to fund its operations
through the Going Concern Period, and, on that basis, management continues to view the Company as a going concern.
Notwithstanding
this, management recognizes, that there is uncertainty surrounding the ability of the Group to implement successfully the funding activities
required to maintain operations through the Going Concern Period, and immediately beyond. The quantum and timing of such funding is also
uncertain. If the Group is unable to maintain adequate liquidity, future operations will need to be scaled back or discontinued. These
conditions raise material uncertainty about the Group’s ability to provide support and therefore may cast significant doubt on
the Company’s ability to continue as a going concern. The Group’s unaudited condensed consolidated interim financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
|
Adoption of New Accounting Standards |
Adoption
of New Accounting Standards
There
have been no recent new accounting standards that have had an impact on the unaudited condensed consolidated financial statements.
|
Convertible loan |
Convertible
loan
The
Company established a $20.0 million convertible loan note instrument (see note 10, “Convertible loan”) in April 2021. During
the year to December 31, 2022, the Group converted loan notes totaling $14,228,245 (£10,506,174) into ordinary shares and warrants
over ordinary shares and repaid US dollar denominated convertible loan notes totaling $3,195,765 (£2,632,324).
The
convertible loan has been recognized as a hybrid financial instrument and accounted for as two separate components: (i) a loan and (ii)
an embedded conversion option derivative.
(i)
The convertible loan’s initial fair value is the residual amount of the consideration received, net of attributable costs, after
separating out the fair value of the embedded conversion option derivative. The loan is subsequently measured at its amortized cost in
accordance with IFRS 9 – Financial Instruments. It is presented as a financial liability in the Statement of Financial Position.
(ii)
The embedded conversion option derivative was initially measured at fair value and is subsequently remeasured to fair value at each reporting
date. Under IAS 32 Financial Instruments: Presentation, this derivative could have been classified as a component of equity only if in
all cases the contract would be settled by the Company delivering a fixed number of its own equity instruments in exchange for a fixed
amount of cash or debt redemption. However, the convertible instrument included a conversion feature resulting in settlement in a variable
number of shares and consequently, none of the instrument comprises an equity component. As a result, the derivative is presented in
the statement of financial position as a liability in accordance with IFRS 9 and IAS 32. Changes in the fair value (gains or losses)
of the derivative at the end of each period are recorded in the consolidated statements of comprehensive income/(loss).
On
August 9, 2022, the Company agreed with one of the loan note holders not to exercise the right to require the loan notes to be repaid
in cash in accordance with the terms of the loan notes and to amend certain other aspects of the loan notes (“2022 amended loan
notes”). As additional consideration, the Company has issued warrants to subscribe for 11,678 ordinary shares in the share capital
of the Company.
The
modifications to the 2022 amended loan notes represent as substantial amendment as the modifications are related to:
(i)
Removing the exercise of the right to require the loan in cash as of August 9, 2022.
(ii)
Extending the repayment date to January 31, 2023 and modifying the structure to be repaid in shares if not redeemed before in cash.
(iii)
Revising the conversion price for the conversion of the loan notes in shares. The revised conversion price would be $0.50 and, if the
5-day trailing VWAP of the Company’s ADS is above that and $0.20 as a floor.
(iv)
Giving the option to the holder for redemption in cash, which will occur no later than 10 February 2023 and to the Company for an early
redemption at any moment but having the Holder an option to convert into shares using the revised conversion price at that moment.
On
April 3, 2023, the Company agreed with the loan note holder not to exercise the right to require the loan notes to be repaid in cash
in accordance with the terms of the loan notes and to amend certain other aspects of the loan notes (“2023 amended loan notes”).
As additional consideration, the Company has issued warrants to subscribe for 200,000 ordinary shares in the share capital of the Company.
This warrant contained a condition whereby if a registration statement, to be filed by the Company, registering all of the securities
underlying the note holder’s amended convertible loan note, was not declared effective by July 31, 2023, the note holder will be
entitled to receive 0.30 Ordinary Shares for each share it was originally entitled to purchase under these warrants without the payment
of any additional consideration. No such registration statement was filed. The related fair value of the issue of any additional securities
is approximately $37,000 and is not considered material to the financial statements.
Except
for the 2023 amended loan notes, all other loan notes were repaid or converted into ordinary shares and warrants over ordinary shares
180 days after the listing date.
The
modifications to the 2023 amended loan notes represent as substantial amendment as the modifications are related to:
(i)
A waiver to any defaults arising in connection with the 2022 amended loan notes.
(ii)
Extending the repayment date to January 15, 2024; and
(iii)
Amend the Conversion Price (as defined in the Loan Note) of the outstanding loan notes to be the lesser of $1.00 or the lowest closing
price of the Ordinary Shares during the ten (10) day period prior to the date the Noteholder delivers a notice of conversion to the Company,
not to be lower than $0.20
In
line with IFRS 9.3.3.2, an exchange between an existing borrower and lender of debt instruments with substantially different terms shall
be accounted for as an extinguishment of the original financial liability (with the associate gain or loss shown in the Income Statement)
and the recognition of a new financial liability. In addition, as consideration for these modifications, the Company has issued additional
warrants to subscribe for 200,000 ordinary shares in the share capital of the Company.
The
original financial instrument was derecognised, including any unamortised transaction costs, and the new instrument was initially recognised
at fair value and subsequently measured at amortised cost at each reporting date.
The
conversion option is a single embedded derivative that is separately recognized as a liability and accounted for at fair value through
profit and loss. The conversion options are financial liabilities in accordance with IAS 32:11 because the Company issues shares such
that the fair value of the shares delivered is always equal to the amount of the contractual obligation (i.e. a variable number of shares
depending on the share price of the stock). As a result, the conversion options are part of the financial liability debt instrument and
should be evaluated under the embedded derivatives guidance. Because the conversion options are indexed to the equity of the issuer,
these are not closely related to the host contract as stipulated under IFRS 9:B4.3.5(c).
This
instrument is considered as a new freestanding financial instrument and constitutes an embedded derivative liability that is separately
recognized as a liability and accounted for at fair value through profit and loss.
|
Warrant liability |
Warrant
liability
On
February 10, 2022, TC BioPharm (Holdings) plc completed an initial public offering on Nasdaq, issuing 82,353 American Depositary Shares
(“ADSs”) representing 82,353 ordinary shares with nominal value of £41,176 and warrants to buy 189,412 ADSs for proceeds
before expenses of $17.5 million (£12.8 million). The convertible loan notes totaling $13,447,012 (£9,861,405) converted
into 63,280 ordinary shares and 126,560 warrants over ordinary shares. ADSs and warrants are considered two freestanding financial instruments
because each can be traded separately. The exercise price of the Warrants is $4.25 per ADS and will expire on the sixth anniversary of
the date of issuance. The exercise price is subject to standard anti-dilutive adjustments in the event of certain stock splits, stock
combinations, stock dividends or recapitalizations.
On
November 27, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited
investors (the “Investors”) as purchasers. Pursuant to the Purchase Agreement, the Company sold, and the Investors purchased
in a private placement an aggregate of 155,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up
to 1,315,000 ADS (the “Pre-Funded Warrants”), series A purchase warrants to purchase up to 1,470,000 ADSs (the “Series
A Ordinary Warrants”) and series B purchase warrants to purchase up to 1,470,000 ADSs (the “Series B Ordinary Warrants”
and together with the Series A Ordinary Warrants, the “Ordinary Warrants”) for aggregate gross proceeds of $7,350,000 (£6,073,376),
excluding any proceeds that may be received upon exercise of the Ordinary Warrants. The purchase price for each ADS and associated Ordinary
Warrants is $5.00 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants is $4.999.
On
March 27, 2023, TC BioPharm Holdings (PLC) (the “Company”), entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and
sell an aggregate of 215,000 American Depositary Shares (the “ADSs”), pre-funded warrants to purchase up to 3,222,500 ADS
(the “Pre-Funded Warrants”), and series C purchase warrants to purchase up to 3,437,500 ADSs (the “Ordinary Warrants”
and together with the Pre-Funded Warrants and the ADSs, the “Securities”). The purchase price for each ADS and associated
Ordinary Warrants was $1.60 and the purchase price per each Pre-Funded Warrant and associated Ordinary Warrants was $1.599. The Ordinary
Warrants were immediately exercisable, expire five (5) years from the date of issuance and have an exercise price of $1.75 per ADS. The
Pre-Funded Warrants may be exercised at any time until all of the Pre-Funded Warrants are exercised in full at an exercise price of $0.001
per ADS. The total net proceeds from this offering were approximately $4.9 million, after deducting estimated offering expenses of approximately
$0.6 million.
In
connection with the Offering, the Company agreed that certain existing warrants to purchase up to an aggregate of 2,800,000 ADSs of the
Company that were previously issued on November 30, 2022, at an exercise price of $5.00 per ADS and expiration dates of May 30, 2025
and May 30, 2028, were amended effective upon the closing of the Offering so that the amended warrants had a reduced exercise price of
$1.75 per ADS.
The
accounting for pre-funded warrants is detailed in the section below.
With
respect to other warrants in issue, given the warrants include a net settlement clause and the exercise (or strike) price of the warrants
is denominated in a foreign currency ($) other than the Company’s functional currency, management concluded that, in line with
IAS 32 Financial Instruments: Presentation, the warrants will be accounted for as derivative financial instruments and presented as a
liability on the consolidated statement of financial position with the changes in fair value recognized in the consolidated statement
of comprehensive income/(loss).
The
relative fair values of the derivative liability and the equity component will be calculated and based on the actual transaction price,
will be allocated to the equity and the liability components using the relative fair value method.
|
Pre-Funded warrants |
Pre-Funded
warrants
The
Pre-Funded Warrants are classified as a component of equity because they are freestanding financial instruments that are legally detachable
and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, do not embody an
obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of ordinary shares upon exercise
(foreign exchange on nominal value of the shares is not considered relevant for the analysis because not more than an insignificant amount
related to the value of the share remains outstanding which is the $0.0001 nominal amount that remains open to be paid upon exercising
it). In addition, Pre-Funded Warrants do not provide any guarantee of value or return.
|
Initial public offering (IPO) related expenses |
Initial
public offering (IPO) related expenses
Incremental
costs deemed to be incurred and directly attributable to the planned offering of securities were held as prepayments prior to being deducted
from the related proceeds of the offering in due course. Costs that relate to the stock market listing or are otherwise not incremental
and directly attributable to issuing new shares, are recorded as an expense in the statement of comprehensive income. Costs that relate
to both share issuance and listing are allocated between those functions on a rational and consistent basis. In the absence of a more
specific basis for apportionment, an allocation of common costs based on the proportion of new shares issued to the total number of (new
and existing) shares listed has been used.
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v3.23.3
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v3.23.3
v3.23.3
Finance costs (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
Finance Costs |
|
Schedule of finance costs |
Schedule of finance costs
| |
June 30, | | |
June 30, | |
| |
Six months ended | |
| |
June 30, | | |
June 30, | |
| |
2023 | | |
2022 | |
| |
£ | | |
£ | |
Interest on lease liabilities | |
| 92,365 | | |
| 122,304 | |
Other interest | |
| - | | |
| 13,503 | |
Interest on convertible loan (Note 10) | |
| 50,975 | | |
| 5,854,785 | |
Finance costs | |
| 143,340 | | |
| 5,990,592 | |
|
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v3.23.3
Basic and diluted income per share (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
Notes and other explanatory information [abstract] |
|
Summary of basic and diluted earnings per share |
Summary of basic and diluted earnings per share
| |
June 30, | | |
June 30, | |
| |
Six months ended | |
| |
June 30, | | |
June 30, | |
| |
2023 | | |
2022 | |
| |
£ | | |
£ | |
Income for the period | |
| 353,582 | | |
| 512,658 | |
Basic weighted average number of shares outstanding (1) | |
| 3,030,825 | | |
| 551,923 | |
Basic and diluted weighted average number of shares outstanding (1) | |
| 3,488,575 | | |
| 674,398 | |
| |
| | | |
| | |
Basic income per share | |
| 0.12 | | |
| 0.93 | |
Diluted income per share | |
| 0.10 | | |
| 0.76 | |
|
(1) |
On
November 18, 2022, the Company undertook a reverse share split such that fifty issued ordinary shares were exchanged for one new
share. The outstanding shares presented above reflect the fifty for one reverse share split. |
|
Schedule of anti-dilutive weighted average shares |
The
following potential shares, presented to reflect the fifty for one reverse share split noted above are anti-dilutive and are therefore
excluded from the weighted average number of shares for the purpose of diluted income per share:
Schedule
of anti-dilutive weighted average shares
| |
2023 | | |
2022 | |
| |
Six months ended June 30, | | |
Six months ended June 30, | |
| |
2023 | | |
2022 | |
| |
Number of shares | | |
Number of shares | |
Convertible loan notes – assuming all loan notes are converted to equity | |
| 856,253 | | |
| 33,768 | |
2021 Share Option Scheme | |
| 7,934 | | |
| 52,305 | |
Warrants in issue | |
| 7,083,037 | | |
| 318,443 | |
Dilutive effect securities | |
| 7,947,224 | | |
| 404,516 | |
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v3.23.3
Trade and other receivables: due within one year (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
Trade And Other Receivables Due Within One Year |
|
Schedule of trade and other receivables |
Schedule
of trade and other receivables
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
£ | | |
£ | |
Other receivables | |
| 1,164 | | |
| 56,264 | |
VAT owed to the Group | |
| 113,660 | | |
| 27,055 | |
Prepaid clinical trial costs | |
| 307,519 | | |
| 307,519 | |
Prepayments | |
| 188,365 | | |
| 528,618 | |
Trade and other receivables | |
| 610,708 | | |
| 919,456 | |
|
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v3.23.3
Trade and other payables: due within one year (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
Trade And Other Payables Due Within One Year |
|
Schedule of trade and other payables |
Schedule
of trade and other payables
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
£ | | |
£ | |
Trade payables | |
| 953,855 | | |
| 882,364 | |
Other tax and social security | |
| 137,017 | | |
| 293,467 | |
Accruals | |
| 1,331,482 | | |
| 944,904 | |
Other payables | |
| 72,178 | | |
| 38,323 | |
Trade and other payables | |
| 2,494,532 | | |
| 2,159,058 | |
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v3.23.3
Convertible loan (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
Disclosure of detailed information about borrowings [abstract] |
|
Summary of changes in convertible debt |
The
following table summarizes the changes in the convertible debt instrument during the six month period to June 30, 2023:
Summary
of changes in convertible debt
| |
Residual loan | | |
Embedded derivative | | |
Total | |
| |
£ | | |
£ | | |
£ | |
| |
| | |
| | |
| |
Balance at December 31, 2022 | |
| 653,484 | | |
| 2,439 | | |
| 655,923 | |
Accrued interest | |
| 50,975 | | |
| - | | |
| 50,975 | |
Modification of loan notes | |
| (53,619 | ) | |
| 699,464 | | |
| 645,845 | |
Conversion of loan notes | |
| (254,150 | ) | |
| - | | |
| (254,150 | ) |
Fair value adjustment | |
| - | | |
| (578,877 | ) | |
| (578,877 | ) |
Currency adjustment | |
| (31,525 | ) | |
| - | | |
| (31,525 | ) |
Balance at June 30, 2023 | |
| 365,165 | | |
| 123,026 | | |
| 488,191 | |
|
Schedule of valuation assumption on convertible debt |
Schedule of valuation assumption on convertible debt
Conversion
option
| |
April 3, 2023 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 1.00 | | |
$ | 1.00 | |
Share price in USD | |
$ | 1.70 | | |
$ | 0.54 | |
Time to maturity | |
| 0.8 years | | |
| 0.6 years | |
Expected volatility | |
| 90 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 4.1 | % | |
| 4.1 | % |
Dividend yield | |
| - | | |
| - | |
Related
share purchase warrants
| |
April 3, 2023 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 5.00 | | |
$ | 5.00 | |
Share price in USD | |
$ | 1.700 | | |
$ | 0.54 | |
Time to maturity | |
| 5 years | | |
| 4.8 years | |
Expected volatility | |
| 90 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 4.5 | % | |
| 4.5 | % |
Dividend yield | |
| - | | |
| - | |
|
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v3.23.3
Warrants – derivative (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
Notes and other explanatory information [abstract] |
|
Summary of changes In warrant derivative liability |
The
following table summarizes the changes in the warrant derivative liability during the six month period to June 30, 2023:
Summary
of changes In warrant derivative liability
| |
Embedded derivative | |
| |
£ | |
| |
| |
Balance at December 31, 2022 | |
| 6,020,863 | |
Fair value of warrants issued in the period | |
| 2,893,619 | |
Fair value adjustment | |
| (7,637,088 | ) |
Balance at June 30, 2023 | |
| 1,277,394 | |
|
Schedule of valuation assumption on warrants derivative |
The
model inputs were as follows:
Schedule of valuation assumption on warrants derivative
| |
December 31, 2022 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 212.50 | | |
$ | 212.50 | |
Share price in USD | |
$ | 3.85 | | |
$ | 0.54 | |
Time to maturity | |
| 5.1 years | | |
| 4.6 years | |
Expected volatility | |
| 90 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 4.00 | % | |
| 3.90 | % |
Dividend yield | |
| - | | |
| | |
| |
December 31, 2022 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 5.00 | | |
$ | 1.75 | |
Share price in USD | |
$ | 3.85 | | |
$ | 0.54 | |
Time to maturity | |
| 5.4 years | | |
| 4.9 years | |
Expected volatility | |
| 85 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 3.9 | % | |
| 3.9 | % |
Dividend yield | |
| - | | |
| - | |
| |
December 31, 2022 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 5.00 | | |
$ | 1.75 | |
Share price in USD | |
$ | 3.85 | | |
$ | 0.54 | |
Time to maturity | |
| 2.4 years | | |
| 1.9 years | |
Expected volatility | |
| 90 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 4.3 | % | |
| 4.3 | % |
Dividend yield | |
| - | | |
| - | |
| |
March 30, 2023 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 1.75 | | |
$ | 1.75 | |
Share price in USD | |
$ | 1.55 | | |
$ | 0.54 | |
Time to maturity | |
| 5 years | | |
| 4.7 years | |
Expected volatility | |
| 90 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 4.00 | % | |
| 4.0 | % |
Dividend yield | |
| - | | |
| - | |
| |
March 30, 2023 | | |
June 30, 2023 | |
Exercise price in USD | |
$ | 2.00 | | |
$ | 2.00 | |
Share price in USD | |
$ | 1.55 | | |
$ | 0.54 | |
Time to maturity | |
| 5 years | | |
| 4.8 years | |
Expected volatility | |
| 90 | % | |
| 90 | % |
Risk free interest rate (US treasury bond) | |
| 4.0 | % | |
| 4.0 | % |
Dividend yield | |
| - | | |
| - | |
|
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v3.23.3
Lease liabilities and similar (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
IfrsStatementLineItems [Line Items] |
|
Schedule of maturity analysis |
Maturity
analysis of leases and similar
Schedule
of maturity analysis
June 30, 2023 | |
Undiscounted
lease payments | | |
Interest | | |
Present value | |
| |
£ | | |
£ | | |
£ | |
Not later than one year | |
| 453,121 | | |
| 154,075 | | |
| 299,046 | |
Between one year and five years | |
| 1,788,060 | | |
| 341,587 | | |
| 1,446,473 | |
More than five years | |
| 223,497 | | |
| 6,796 | | |
| 216,701 | |
Lease
Liabilities | |
| 2,464,678 | | |
| 502,458 | | |
| 1,962,220 | |
December 31, 2022 | |
Undiscounted
lease payments | | |
Interest | | |
Present value | |
| |
£ | | |
£ | | |
£ | |
Not later than one year | |
| 495,482 | | |
| 167,449 | | |
| 328,033 | |
Between one year and five years | |
| 1,788,060 | | |
| 400,029 | | |
| 1,388,031 | |
More than five years | |
| 446,766 | | |
| 22,347 | | |
| 424,419 | |
Lease
Liabilities | |
| 2,730,308 | | |
| 589,825 | | |
| 2,140,483 | |
|
Schedule of right-of-use assets recognized |
Set
out below are the carrying amounts of right-of-use assets recognized and the movements during the period:
Schedule of right-of-use
assets recognized
| |
Buildings £ | | |
Other £ | | |
Total £ | |
| |
| | |
| | |
| |
At January 1, 2023 | |
| 1,186,891 | | |
| 2,056 | | |
| 1,188,947 | |
Charge for the period | |
| (96,232 | ) | |
| (2,056 | ) | |
| (98,288 | ) |
At June 30, 2023 | |
| 1,090,659 | | |
| - | | |
| 1,090,659 | |
|
Schedule of recognized comprehensive loss |
The
following amounts are recognized in the consolidated statement of comprehensive income/(loss) :
Schedule of recognized
comprehensive loss
| |
Six months ended June 30, | | |
Six months ended June 30, | |
| |
2023 | | |
2022 | |
| |
£ | | |
£ | |
Amortization of right of use assets | |
| 98,288 | | |
| 98,289 | |
Interest on lease liabilities | |
| 113,283 | | |
| 113,283 | |
Total | |
| 211,571 | | |
| 211,572 | |
|
Sale And Leaseback Arrangements [Member] |
|
IfrsStatementLineItems [Line Items] |
|
Schedule of maturity analysis |
Schedule
of maturity analysis
June 30, 2023 | |
Undiscounted lease
payments | | |
Interest | | |
Present value | |
| |
£ | | |
£ | | |
£ | |
Not later than one year | |
| 6,106 | | |
| 48 | | |
| 6,058 | |
December 31, 2022 | |
Undiscounted lease
payments | | |
Interest | | |
Present value | |
| |
£ | | |
£ | | |
£ | |
Not later than one year | |
| 44,452 | | |
| 1,380 | | |
| 43,073 | |
Lease Liabilities | |
| - | | |
| - | | |
| - | |
|
Lease liabilities [member] |
|
IfrsStatementLineItems [Line Items] |
|
Schedule of maturity analysis |
Schedule
of maturity analysis
June 30, 2023 | |
Undiscounted lease
payments | | |
Interest | | |
Present value | |
| |
£ | | |
£ | | |
£ | |
Not later than one year | |
| 447,015 | | |
| 154,027 | | |
| 292,988 | |
Between one year and five years | |
| 1,788,060 | | |
| 341,587 | | |
| 1,446,473 | |
More than five years | |
| 223,497 | | |
| 6,796 | | |
| 216,701 | |
Lease Liabilities | |
| 2,458,572 | | |
| 502,410 | | |
| 1,956,162 | |
December 31, 2022 | |
Undiscounted lease
payments | | |
Interest | | |
Present value | |
| |
£ | | |
£ | | |
£ | |
Not later than one year | |
| 451,029 | | |
| 166,069 | | |
| 284,960 | |
Between one year and five years | |
| 1,788,060 | | |
| 400,029 | | |
| 1,388,031 | |
More than five years | |
| 446,766 | | |
| 22,347 | | |
| 424,419 | |
Lease Liabilities | |
| 2,685,855 | | |
| 588,445 | | |
| 2,097,410 | |
|
X |
- DefinitionThe disclosure of a maturity analysis of operating lease payments. Operating lease is a lease that does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset.
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v3.23.3
Share capital and reserves (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
Share Capital And Reserves |
|
Schedule of share capital shares |
Schedule of share capital shares
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
£ | | |
£ | |
| |
| | |
| |
Share capital | |
| 397,978 | | |
| 397,493 | |
Share premium | |
| 18,134,171 | | |
| 16,597,811 | |
Total
share capital and premium | |
| 18,532,149 | | |
| 16,995,304 | |
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
Number | | |
Number | |
Authorized, allotted, called up and fully paid share capital comprises: | |
| | | |
| | |
Ordinary shares of £0.0001 each | |
| 5,799,298 | | |
| 949,958 | |
Deferred shares of £0.4999 each | |
| 794,955 | | |
| 794,955 | |
Total Ordinary shares outstanding at the end of the period | |
| 6,594,253 | | |
| 1,744,913 | |
|
Summary of changes in equity |
Summary of changes in equity
| |
Number of | | |
Ordinary share capital | | |
Deferred share | | |
Share premium | |
| |
shares | | |
£ | | |
capital | | |
£ | |
Fully paid share capital: | |
| | | |
| | | |
| | | |
| | |
Balance at December 31, 2022 | |
| 1,744,913 | | |
| 95 | | |
| 397,398 | | |
| 16,597,811 | |
Issue of Ordinary shares | |
| 4,849,340 | | |
| 485 | | |
| - | | |
| 1,536,360 | |
Balance at June 30, 2023 | |
| 6,594,253 | | |
| 580 | | |
| 397,398 | | |
| 18,134,171 | |
|
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v3.23.3
Share-based payments (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
Enterprise Management Incentive Share Option Scheme [Member] |
|
IfrsStatementLineItems [Line Items] |
|
Schedule of stock options activity |
Schedule of stock options activity
| |
Number of
share options | | |
Weighted average exercise price £ | |
| |
| | |
| |
Outstanding at December 31, 2022 | |
| 106,585 | | |
| 23.00 | |
Granted during the period | |
| - | | |
| - | |
Exercised during the period | |
| - | | |
| - | |
Forfeited during the period | |
| - | | |
| - | |
Outstanding at June 30, 2023 | |
| 106,585 | | |
| 23.00 | |
| |
| | | |
| | |
Exercisable at June 30, 2023 | |
| 106,585 | | |
| 23.00 | |
Unexercisable at June 30, 2023 | |
| - | | |
| - | |
|
Two Thousand Twenty One Share Option Scheme [Member] |
|
IfrsStatementLineItems [Line Items] |
|
Schedule of stock options activity |
Schedule of stock options activity
| |
Number of share options | | |
Weighted average exercise price $ | |
| |
| | |
| |
Outstanding at December 31, 2022 | |
| 52,305 | | |
| 212.00 | |
Granted during the period | |
| - | | |
| - | |
Exercised during the period | |
| - | | |
| - | |
Forfeited during the period | |
| (13,468 | ) | |
| 212.00 | |
Outstanding at June 30, 2023 | |
| 38,837 | | |
| 212.00 | |
| |
| | | |
| | |
Exercisable at June 30, 2023 | |
| 30,903 | | |
| 212.00 | |
Unexercisable at June 30, 2023 | |
| 7,934 | | |
| 212.00 | |
|
X |
- DefinitionThe disclosure of the number and weighted average exercise prices of share options. [Refer: Weighted average [member]]
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Name IFRS -Number 2 -IssueDate 2023-01-01 -Paragraph 45 -Subparagraph b -URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=2&code=ifrs-tx-2023-en-r&anchor=para_45_b&doctype=Standard -URIDate 2023-03-23
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v3.23.3
Related party transactions (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
Disclosure of transactions between related parties [abstract] |
|
Schedule of related party transactions |
Schedule
of related party transactions
| |
Six months ended June 30, 2023 | | |
Six months ended June 30, 2022 | |
| |
£ | | |
£ | |
Short-term employee benefits | |
| 959,182 | | |
| 859,730 | |
Share-based payments | |
| 130,048 | | |
| 827,913 | |
Related party transactions | |
| 1,089,230 | | |
| 1,687,643 | |
|
v3.23.3
Financial liabilities (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
Disclosure of financial liabilities [abstract] |
|
Schedule of maturity of financial liabilities |
Schedule of maturity of
financial liabilities
June 30, 2023 | |
Carrying amounts | | |
Total | | |
2 months or less | | |
2-12 months | | |
12-24 months | | |
More than 2 years | |
Financial liabilities | |
£ | | |
£ | | |
£ | | |
£ | | |
£ | | |
£ | |
Trade payables | |
| 953,855 | | |
| 953,855 | | |
| 953,855 | | |
| - | | |
| - | | |
| - | |
Convertible loan | |
| 409,682 | | |
| 409,682 | | |
| 409,682 | | |
| - | | |
| - | | |
| - | |
Other payables | |
| 1,540,677 | | |
| 1,540,677 | | |
| 1,062,850 | | |
| 477,827 | | |
| - | | |
| - | |
December 31, 2022 | |
Carrying amounts | | |
Total | | |
2 months or less | | |
2-12 months | | |
12-24 months | | |
More than 2 years | |
Financial liabilities | |
£ | | |
£ | | |
£ | | |
£ | | |
£ | | |
£ | |
Trade payables | |
| 882,364 | | |
| 882,364 | | |
| 882,364 | | |
| - | | |
| - | | |
| - | |
Convertible loan | |
| 655,923 | | |
| 655,923 | | |
| 655,923 | | |
| - | | |
| - | | |
| - | |
Other payables | |
| 1,276,694 | | |
| 1,276,694 | | |
| 705,976 | | |
| 570,718 | | |
| - | | |
| - | |
Financial liabilities | |
| 2,814,981 | | |
| 2,814,981 | | |
| 2,244,263 | | |
| 570,718 | | |
| - | | |
| - | |
|
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v3.23.3
Accounting policies (Details Narrative)
|
|
|
|
|
|
|
|
1 Months Ended |
6 Months Ended |
12 Months Ended |
|
|
|
|
|
|
|
Apr. 03, 2023
$ / shares
shares
|
Apr. 03, 2023
GBP (£)
shares
|
Mar. 27, 2023
USD ($)
$ / shares
shares
|
Nov. 30, 2022
$ / shares
shares
|
Nov. 27, 2022
USD ($)
$ / shares
shares
|
Nov. 27, 2022
GBP (£)
shares
|
Aug. 09, 2022
$ / shares
shares
|
Jun. 08, 2022
USD ($)
shares
|
Feb. 10, 2022
USD ($)
$ / shares
shares
|
Feb. 10, 2022
GBP (£)
|
Aug. 31, 2023
USD ($)
|
Aug. 31, 2023
GBP (£)
|
Mar. 31, 2023
USD ($)
|
Mar. 31, 2023
GBP (£)
|
Nov. 30, 2022
USD ($)
|
Nov. 30, 2022
GBP (£)
|
Jun. 30, 2022
USD ($)
|
Jun. 30, 2022
GBP (£)
|
Feb. 28, 2022
USD ($)
|
Feb. 28, 2022
GBP (£)
|
Apr. 30, 2021
USD ($)
|
Jun. 30, 2023
$ / shares
|
Jun. 30, 2023
GBP (£)
|
Jun. 30, 2022
GBP (£)
|
Dec. 31, 2022
USD ($)
$ / shares
|
Oct. 17, 2023
USD ($)
|
Oct. 17, 2023
GBP (£)
|
Jul. 10, 2023
£ / shares
|
Jun. 30, 2023
GBP (£)
shares
|
Dec. 31, 2022
GBP (£)
|
Feb. 10, 2022
GBP (£)
shares
|
Dec. 31, 2021
GBP (£)
|
Aug. 25, 2020
£ / shares
shares
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
200,000
|
|
|
|
|
|
11,678
|
|
63,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,280
|
|
15,891
|
Exercise price | $ / shares |
$ 5.00
|
|
|
|
|
|
$ 0.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 212.50
|
|
|
$ 212.50
|
|
|
|
|
|
|
|
|
Par value per share | (per share) |
0.30
|
|
$ 1.60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£ 215.00
|
Net proceeds from the offering | $ |
|
|
$ 4,900,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Offering expenses | $ |
|
|
$ 600,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price | $ / shares |
1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.00
|
|
|
|
|
|
|
|
|
|
|
|
Conversion price | $ / shares |
$ 0.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.20
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of issue additional securities | £ |
|
£ 37,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised prefunded warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,114,500
|
|
|
|
|
Convertible loan notes to purchase |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
519,840
|
|
|
|
|
Revenue from sale of goods, related party transactions | £ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£ 79,000,000
|
|
|
|
|
|
|
|
|
|
|
Accumulated deficit | £ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£ 33,235,835
|
£ 33,731,738
|
|
|
|
Cash operating activities | £ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,600,000
|
|
|
|
|
|
|
|
|
|
|
Net income loss | £ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
353,582
|
£ 512,658
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents | £ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£ 5,997,297
|
|
|
|
|
|
5,997,297
|
|
|
|
|
1,918,522
|
4,808,060
|
|
£ 1,566,688
|
|
Current assets excluding convertible loan notes | £ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,900,000
|
|
|
|
|
Current liabilities excluding convertible loan notes | £ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£ 2,800,000
|
|
|
|
|
Proceeds from initial public offering |
|
|
|
|
|
|
|
|
|
|
|
|
$ 4,900,000
|
£ 3,900,000
|
$ 7,400,000
|
£ 6,200,000
|
$ 4,600,000
|
3,700,000
|
$ 17,500,000
|
£ 12,800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commissions, costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 6,600,000
|
£ 5,500,000
|
$ 3,800,000
|
£ 3,000,000.0
|
$ 14,500,000
|
£ 10,600,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible loan note instrument |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 20,000,000.0
|
|
|
£ 1,936,360
|
|
|
|
|
|
|
|
|
|
Notes and debentures issued |
|
|
|
|
|
|
|
|
$ 13,447,012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 14,228,245
|
|
|
|
|
10,506,174
|
£ 9,861,405
|
|
|
Repayments of borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 3,195,765
|
|
|
|
|
£ 2,632,324
|
|
|
|
Warrants to subscribe |
|
200,000
|
|
|
|
|
11,678
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants exercise price | $ / shares |
|
|
|
|
|
|
|
|
$ 4.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonadjusting event [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Par value per share | £ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£ 0.35
|
|
|
|
|
|
Proceeds from initial public offering |
|
|
|
|
|
|
|
|
|
|
$ 2,400,000
|
£ 2,000,000.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash on hand |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,600,000
|
£ 2,100,000
|
|
|
|
|
|
|
Bottom of range [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion price | $ / shares |
|
|
|
|
|
|
$ 0.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant reserve [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
|
|
|
126,560
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
126,560
|
|
|
Nominal value per share | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0001
|
|
|
|
|
|
|
|
|
|
|
|
Series A warrant [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of warrants |
|
|
|
|
$ 7,350,000
|
£ 6,073,376
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.75
|
|
|
$ 5.00
|
|
|
|
|
|
|
|
|
Series B warrant [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1.75
|
|
|
$ 5.00
|
|
|
|
|
|
|
|
|
Prefunded warrant [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price | $ / shares |
|
|
$ 0.001
|
|
$ 4.999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares A [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price | $ / shares |
|
|
$ 1.599
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American depositary shares [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
215,000
|
|
|
|
|
230,000
|
63,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,280
|
|
|
Proceeds from issue of ordinary shares | £ |
|
|
|
|
|
|
|
|
|
£ 31,640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of warrants to purchase |
|
|
|
|
|
|
|
|
126,560
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
126,560
|
|
|
Proceeds from exercise of warrants |
|
|
|
|
|
|
|
|
$ 13,447,012
|
9,861,405
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funding costs | $ |
|
|
|
|
|
|
|
|
$ 3,000,000.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of options | $ |
|
|
|
|
|
|
|
$ 4,900,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Offering expenses before deductions | $ |
|
|
|
|
|
|
|
$ 600,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares purchased |
|
|
215,000
|
2,800,000
|
155,000
|
155,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price | $ / shares |
|
|
$ 1.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Par value per share | $ / shares |
|
|
$ 1.60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expiration date |
|
|
|
expiration dates of May 30, 2025
and May 30, 2028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American depositary shares [member] | Initial offering public [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
|
|
|
82,353
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,353
|
|
|
Proceeds from issue of ordinary shares | £ |
|
|
|
|
|
|
|
|
|
41,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of warrants to purchase |
|
|
|
|
|
|
|
|
189,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
189,412
|
|
|
Proceeds from exercise of warrants |
|
|
|
|
|
|
|
|
$ 17,500,000
|
£ 12,800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American depositary shares [member] | Warrant reserve [member] | Top of range [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares purchased |
|
|
3,222,500
|
|
1,315,000
|
1,315,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American depositary shares [member] | Series A warrant [member] | Top of range [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares purchased |
|
|
|
|
1,470,000
|
1,470,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American depositary shares [member] | Series B warrant [member] | Top of range [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares purchased |
|
|
|
|
1,470,000
|
1,470,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American depositary shares [member] | Prefunded warrant [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price | $ / shares |
|
|
|
$ 5.00
|
$ 5.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American depositary shares [member] | Ordinary shares A [member] | Top of range [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares purchased |
|
|
3,437,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary share [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
|
|
|
63,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,280
|
|
|
Ordinary share [member] | Initial offering public [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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IfrsStatementLineItems [Line Items] |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
|
|
|
82,353
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,353
|
|
|
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|
6 Months Ended |
Jun. 30, 2023 |
Jun. 30, 2022 |
Finance Costs |
|
|
Interest on lease liabilities |
£ 92,365
|
£ 122,304
|
Other interest |
|
13,503
|
Interest on convertible loan (Note 10) |
50,975
|
5,854,785
|
Finance costs |
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|
£ 5,990,592
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|
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Jun. 30, 2023 |
Jun. 30, 2022 |
Notes and other explanatory information [abstract] |
|
|
|
Income for the period |
|
£ 353,582
|
£ 512,658
|
Basic weighted average number of shares outstanding |
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3,030,825
|
551,923
|
Basic and diluted weighted average number of shares outstanding |
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3,488,575
|
674,398
|
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|
£ 0.12
|
£ 0.93
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|
£ 0.76
|
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|
6 Months Ended |
Jun. 30, 2023 |
Jun. 30, 2022 |
Notes and other explanatory information [abstract] |
|
|
Convertible loan notes – assuming all loan notes are converted to equity |
856,253
|
33,768
|
2021 Share Option Scheme |
7,934
|
52,305
|
Warrants in issue |
7,083,037
|
318,443
|
Dilutive effect securities |
7,947,224
|
404,516
|
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|
Jun. 30, 2023 |
Dec. 31, 2022 |
Trade And Other Receivables Due Within One Year |
|
|
Other receivables |
£ 1,164
|
£ 56,264
|
VAT owed to the Group |
113,660
|
27,055
|
Prepaid clinical trial costs |
307,519
|
307,519
|
Prepayments |
188,365
|
528,618
|
Trade and other receivables |
£ 610,708
|
£ 919,456
|
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|
Jun. 30, 2023 |
Dec. 31, 2022 |
Trade And Other Payables Due Within One Year |
|
|
Trade payables |
£ 953,855
|
£ 882,364
|
Other tax and social security |
137,017
|
293,467
|
Accruals |
1,331,482
|
944,904
|
Other payables |
72,178
|
38,323
|
Trade and other payables |
£ 2,494,532
|
£ 2,159,058
|
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v3.23.3
Summary of changes in convertible debt (Details) - 6 months ended Jun. 30, 2023
|
USD ($) |
GBP (£) |
Disclosure of detailed information about borrowings [abstract] |
|
|
Beginning balance, Residual loan |
|
£ 653,484
|
Beginning balance, Embedded derivative |
|
2,439
|
Beginning balance, Convertible loan |
|
655,923
|
Accrued interest, Residual loan |
|
50,975
|
Accrued interest, Embedded derivative |
|
|
Accrued interest, Convertible loan |
|
50,975
|
Modification of loan notes, Residual loan |
|
(53,619)
|
Modification of loan notes, Embedded derivative |
|
699,464
|
Modification of loan notes |
|
645,845
|
Conversion of loan notes, Residual loan |
$ (323,000)
|
(254,150)
|
Conversion of loan notes, Embedded derivative |
|
|
Conversion of loan notes, Convertible loan |
|
(254,150)
|
Fair value adjustment, Residual loan |
|
|
Fair value adjustment, Embedded derivative |
|
(578,877)
|
Fair value adjustment, Convertible loan |
|
(578,877)
|
Currency adjustment, Residual loan |
|
(31,525)
|
Currency adjustment, Embedded derivative |
|
|
Currency adjustment, Convertible loan |
|
(31,525)
|
Ending balance, Residual loan |
$ 486,692
|
365,165
|
Ending balance, Embedded derivative |
|
123,026
|
Ending balance, Convertible Debt |
|
£ 488,191
|
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v3.23.3
Convertible loan (Details Narrative)
|
|
|
6 Months Ended |
|
|
|
|
|
|
Apr. 03, 2023
GBP (£)
shares
|
Aug. 09, 2022
$ / shares
shares
|
Jun. 30, 2023
USD ($)
$ / shares
shares
|
Jun. 30, 2023
GBP (£)
shares
|
Jun. 30, 2023
GBP (£)
shares
|
Apr. 03, 2023
$ / shares
shares
|
Mar. 27, 2023
$ / shares
|
Dec. 31, 2022
USD ($)
|
Dec. 31, 2022
GBP (£)
|
Feb. 10, 2022
USD ($)
shares
|
Feb. 10, 2022
GBP (£)
shares
|
Aug. 25, 2020
£ / shares
shares
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
Face value, interest rate |
|
|
|
|
|
|
|
|
|
74.00%
|
74.00%
|
|
Notes and debenture, issued |
|
|
|
|
|
|
|
$ 14,228,245
|
£ 10,506,174
|
$ 13,447,012
|
£ 9,861,405
|
|
Ordinary shares |
|
11,678
|
|
|
|
200,000
|
|
|
|
63,280
|
63,280
|
15,891
|
Par value per share | (per share) |
|
|
|
|
|
$ 0.30
|
$ 1.60
|
|
|
|
|
£ 215.00
|
Fair value of issue additional securities | £ |
£ 37,000
|
|
|
|
|
|
|
|
|
|
|
|
Converted into equity value |
|
|
$ 323,000
|
£ 254,150
|
|
|
|
|
|
|
|
|
Converted into equity shares |
|
|
527,016
|
527,016
|
|
|
|
|
|
|
|
|
Interest was converted into equity value |
|
|
$ 486,692
|
|
£ 365,165
|
|
|
|
£ 653,484
|
|
|
|
Interest was converted into equity shares |
|
|
1,070,290
|
|
1,070,290
|
|
|
|
|
|
|
|
Interest rate |
|
|
5.00%
|
|
5.00%
|
|
|
|
|
|
|
|
Share price | $ / shares |
|
$ 0.20
|
|
|
|
|
|
|
|
|
|
|
Exercise price | $ / shares |
|
|
$ 1.00
|
|
|
1.00
|
|
|
|
|
|
|
Conversion price | $ / shares |
|
|
$ 0.20
|
|
|
$ 0.20
|
|
|
|
|
|
|
Warrants to subscribe |
200,000
|
11,678
|
|
|
|
|
|
|
|
|
|
|
Warrant reserve [member] |
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares |
|
|
|
|
|
|
|
|
|
126,560
|
126,560
|
|
Initial public offering [member] |
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
Face value, interest rate |
|
|
|
|
|
|
|
|
|
25.00%
|
25.00%
|
|
Coversion option [member] |
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
Share price | $ / shares |
|
$ 0.50
|
|
|
|
|
|
|
|
|
|
|
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v3.23.3
Summary of changes In warrant derivative liability (Details)
|
6 Months Ended |
Jun. 30, 2023
GBP (£)
|
IfrsStatementLineItems [Line Items] |
|
Beginning balance, Embedded derivative |
£ 2,439
|
Fair value adjustment, Embedded derivative |
(578,877)
|
Ending balance, Embedded derivative |
123,026
|
Warrant reserve [member] |
|
IfrsStatementLineItems [Line Items] |
|
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6,020,863
|
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2,893,619
|
Fair value adjustment, Embedded derivative |
(7,637,088)
|
Ending balance, Embedded derivative |
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v3.23.3
Warrants – derivative (Details Narrative)
|
|
|
|
|
|
|
|
6 Months Ended |
12 Months Ended |
|
Apr. 03, 2023
$ / shares
|
Mar. 30, 2023
$ / shares
|
Mar. 27, 2023
USD ($)
$ / shares
shares
|
Nov. 30, 2022
$ / shares
shares
|
Nov. 27, 2022
GBP (£)
|
Nov. 27, 2022
USD ($)
$ / shares
shares
|
Nov. 27, 2022
GBP (£)
shares
|
Aug. 09, 2022
$ / shares
|
Feb. 10, 2022
USD ($)
$ / shares
|
Feb. 10, 2022
GBP (£)
|
Jun. 30, 2023
$ / shares
|
Jun. 30, 2023
GBP (£)
|
Jun. 30, 2022
GBP (£)
|
Dec. 31, 2022
$ / shares
|
Aug. 25, 2020
£ / shares
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue price |
|
|
|
|
|
|
|
|
$ 4.25
|
|
|
|
|
|
|
Exercise price |
$ 5.00
|
|
|
|
|
|
|
$ 0.50
|
|
|
$ 212.50
|
|
|
$ 212.50
|
|
Par value per share | (per share) |
$ 0.30
|
|
$ 1.60
|
|
|
|
|
|
|
|
|
|
|
|
£ 215.00
|
Net proceeds from the offering | $ |
|
|
$ 4,900,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Offering expenses | $ |
|
|
$ 600,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants | £ |
|
|
|
|
£ 1,472,746
|
|
|
|
|
|
|
£ 7,637,088
|
£ 10,537,611
|
|
|
Transactions costs | £ |
|
|
|
|
£ 593,337
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrant price per share |
|
|
|
|
|
|
|
|
|
|
0.001
|
|
|
0.03
|
|
Series A warrant [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of warrants |
|
|
|
|
|
$ 7,350,000
|
£ 6,073,376
|
|
|
|
|
|
|
|
|
Exercise price |
|
|
|
|
|
|
|
|
|
|
1.75
|
|
|
5.00
|
|
Fair value of warrant price per share |
|
|
|
|
|
|
|
|
|
|
0.28
|
|
|
2.58
|
|
Series B warrant [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
|
|
|
|
|
|
|
|
|
1.75
|
|
|
5.00
|
|
Fair value of warrant price per share |
|
|
|
|
|
|
|
|
|
|
0.11
|
|
|
$ 1.84
|
|
Prefunded warrant [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
|
$ 0.001
|
|
|
$ 4.999
|
|
|
|
|
|
|
|
|
|
Ordinary shares A [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
|
$ 1.599
|
|
|
|
|
|
|
|
|
|
|
|
|
Series C Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
$ 1.75
|
|
|
|
|
|
|
|
|
1.75
|
|
|
|
|
Fair value of warrant price per share |
|
1.08
|
|
|
|
|
|
|
|
|
0.28
|
|
|
|
|
Underwriter Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
$ 2.00
|
|
|
|
|
|
|
|
|
2.00
|
|
|
|
|
Fair value of warrant price per share |
|
|
|
$ 1.05
|
|
|
|
|
|
|
$ 0.26
|
|
|
|
|
American depositary shares [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares purchased | shares |
|
|
215,000
|
2,800,000
|
|
155,000
|
155,000
|
|
|
|
|
|
|
|
|
Proceeds from exercise of warrants |
|
|
|
|
|
|
|
|
$ 13,447,012
|
£ 9,861,405
|
|
|
|
|
|
Exercise price |
|
|
$ 1.75
|
|
|
|
|
|
|
|
|
|
|
|
|
Par value per share |
|
|
$ 1.60
|
|
|
|
|
|
|
|
|
|
|
|
|
Expiration date |
|
|
|
expiration dates of May 30, 2025
and May 30, 2028
|
|
|
|
|
|
|
|
|
|
|
|
American depositary shares [member] | Warrant reserve [member] | Top of range [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares purchased | shares |
|
|
3,222,500
|
|
|
1,315,000
|
1,315,000
|
|
|
|
|
|
|
|
|
American depositary shares [member] | Series A warrant [member] | Top of range [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares purchased | shares |
|
|
|
|
|
1,470,000
|
1,470,000
|
|
|
|
|
|
|
|
|
American depositary shares [member] | Series B warrant [member] | Top of range [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares purchased | shares |
|
|
|
|
|
1,470,000
|
1,470,000
|
|
|
|
|
|
|
|
|
American depositary shares [member] | Prefunded warrant [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
|
|
$ 5.00
|
|
$ 5.00
|
|
|
|
|
|
|
|
|
|
American depositary shares [member] | Ordinary shares A [member] | Top of range [member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares purchased | shares |
|
|
3,437,500
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
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v3.23.3
Schedule of maturity analysis (Details) - GBP (£)
|
Jun. 30, 2023 |
Dec. 31, 2022 |
IfrsStatementLineItems [Line Items] |
|
|
Undiscounted operating lease payments to be received |
£ 2,464,678
|
£ 2,730,308
|
Interest |
502,458
|
589,825
|
Present value |
1,962,220
|
2,140,483
|
Sale And Leaseback Arrangements [Member] |
|
|
IfrsStatementLineItems [Line Items] |
|
|
Undiscounted operating lease payments to be received |
|
|
Interest |
|
|
Lease liabilities |
|
|
Lease liabilities [member] |
|
|
IfrsStatementLineItems [Line Items] |
|
|
Undiscounted operating lease payments to be received |
2,458,572
|
2,685,855
|
Interest |
502,410
|
588,445
|
Present value |
1,956,162
|
2,097,410
|
Not later than one year [member] |
|
|
IfrsStatementLineItems [Line Items] |
|
|
Undiscounted operating lease payments to be received |
453,121
|
495,482
|
Interest |
154,075
|
167,449
|
Present value |
299,046
|
328,033
|
Not later than one year [member] | Sale And Leaseback Arrangements [Member] |
|
|
IfrsStatementLineItems [Line Items] |
|
|
Undiscounted operating lease payments to be received |
6,106
|
44,452
|
Interest |
48
|
1,380
|
Lease liabilities |
6,058
|
43,073
|
Not later than one year [member] | Lease liabilities [member] |
|
|
IfrsStatementLineItems [Line Items] |
|
|
Undiscounted operating lease payments to be received |
447,015
|
451,029
|
Interest |
154,027
|
166,069
|
Present value |
292,988
|
284,960
|
Later than one year and not later than five years [member] |
|
|
IfrsStatementLineItems [Line Items] |
|
|
Undiscounted operating lease payments to be received |
1,788,060
|
1,788,060
|
Interest |
341,587
|
400,029
|
Present value |
1,446,473
|
1,388,031
|
Later than one year and not later than five years [member] | Lease liabilities [member] |
|
|
IfrsStatementLineItems [Line Items] |
|
|
Undiscounted operating lease payments to be received |
1,788,060
|
1,788,060
|
Interest |
341,587
|
400,029
|
Present value |
1,446,473
|
1,388,031
|
Later than five years [member] |
|
|
IfrsStatementLineItems [Line Items] |
|
|
Undiscounted operating lease payments to be received |
223,497
|
446,766
|
Interest |
6,796
|
22,347
|
Present value |
216,701
|
424,419
|
Later than five years [member] | Lease liabilities [member] |
|
|
IfrsStatementLineItems [Line Items] |
|
|
Undiscounted operating lease payments to be received |
223,497
|
446,766
|
Interest |
6,796
|
22,347
|
Present value |
£ 216,701
|
£ 424,419
|
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v3.23.3
Schedule of right-of-use assets recognized (Details)
|
6 Months Ended |
Jun. 30, 2023
GBP (£)
|
IfrsStatementLineItems [Line Items] |
|
At January 1, 2023 |
£ 1,188,947
|
Charge for the period |
(98,288)
|
At June 30, 2023 |
1,090,659
|
Buildings [member] |
|
IfrsStatementLineItems [Line Items] |
|
At January 1, 2023 |
1,186,891
|
Charge for the period |
(96,232)
|
At June 30, 2023 |
1,090,659
|
Other assets [member] |
|
IfrsStatementLineItems [Line Items] |
|
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2,056
|
Charge for the period |
(2,056)
|
At June 30, 2023 |
|
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v3.23.3
Schedule of share capital shares (Details) - GBP (£)
|
Jun. 30, 2023 |
Dec. 31, 2022 |
IfrsStatementLineItems [Line Items] |
|
|
Share capital |
£ 397,978
|
£ 397,493
|
Share premium |
18,134,171
|
16,597,811
|
Total share capital and premium |
£ 18,532,149
|
£ 16,995,304
|
Total Ordinary shares outstanding at the end of the period |
6,594,253
|
1,744,913
|
Ordinary shares [member] |
|
|
IfrsStatementLineItems [Line Items] |
|
|
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5,799,298
|
949,958
|
Deferred Shares [Member] |
|
|
IfrsStatementLineItems [Line Items] |
|
|
Total Ordinary shares outstanding at the end of the period |
794,955
|
794,955
|
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- DefinitionThe nominal value per share.
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v3.23.3
Summary of changes in equity (Details)
|
6 Months Ended |
Jun. 30, 2023
GBP (£)
shares
|
IfrsStatementLineItems [Line Items] |
|
Beginning balance, Number of shares | shares |
1,744,913
|
Balance, |
£ (25,677)
|
Issue of ordinary shares, Number of shares | shares |
4,849,340
|
Ending balance, Number of shares | shares |
6,594,253
|
Balance, |
£ 2,007,071
|
Deferred Share Capital [Member] |
|
IfrsStatementLineItems [Line Items] |
|
Balance, |
397,398
|
Balance, |
397,398
|
Share premium [member] |
|
IfrsStatementLineItems [Line Items] |
|
Balance, |
16,597,811
|
Issue of ordinary shares |
1,536,360
|
Balance, |
£ 18,134,171
|
Ordinary shares [member] |
|
IfrsStatementLineItems [Line Items] |
|
Beginning balance, Number of shares | shares |
949,958
|
Balance, |
£ 95
|
Issue of ordinary shares |
£ 485
|
Ending balance, Number of shares | shares |
5,799,298
|
Balance, |
£ 580
|
X |
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v3.23.3
Share capital and reserves (Details Narrative) £ / shares in Units, $ / shares in Units, $ in Millions |
|
|
|
6 Months Ended |
|
|
|
|
Mar. 27, 2023
USD ($)
$ / shares
shares
|
Nov. 30, 2022
$ / shares
shares
|
Feb. 10, 2022
$ / shares
shares
|
Jun. 30, 2023
GBP (£)
shares
|
Jun. 30, 2022
GBP (£)
|
Apr. 03, 2023
$ / shares
shares
|
Aug. 09, 2022
shares
|
Jun. 08, 2022
shares
|
Aug. 25, 2020
£ / shares
shares
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
Shares purchased | shares |
|
|
63,280
|
|
|
200,000
|
11,678
|
|
15,891
|
Par value per share | (per share) |
$ 1.60
|
|
|
|
|
$ 0.30
|
|
|
£ 215.00
|
Exercise price | $ / shares |
|
|
$ 4.25
|
|
|
|
|
|
|
Net proceeds from the offering | $ |
$ 4.9
|
|
|
|
|
|
|
|
|
Offering expenses |
$ 0.6
|
|
|
£ 1,536,845
|
£ 16,227,886
|
|
|
|
|
Prefunded Warrants [Member] |
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
Par value per share | $ / shares |
$ 1.599
|
|
|
|
|
|
|
|
|
Prefunded Warrants [Member] | American depositary shares [member] |
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
Number of warrants exercised | shares |
|
|
|
4,114,500
|
|
|
|
|
|
Ordinary Warrant [Member] |
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
Warrant expiration period |
5 years
|
|
|
|
|
|
|
|
|
American depositary shares [member] |
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
Shares purchased | shares |
215,000
|
|
63,280
|
|
|
|
|
230,000
|
|
Par value per share | $ / shares |
$ 1.60
|
|
|
|
|
|
|
|
|
Expiration date |
|
expiration dates of May 30, 2025
and May 30, 2028
|
|
|
|
|
|
|
|
Number of shares issued for conversion of loan | shares |
|
|
|
519,840
|
|
|
|
|
|
American depositary shares [member] | Prefunded Warrants [Member] |
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
Shares purchased | shares |
3,222,500
|
|
|
|
|
|
|
|
|
Exercise price | $ / shares |
$ 0.001
|
|
|
|
|
|
|
|
|
American depositary shares [member] | Ordinary Warrants [Member] |
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
Shares purchased | shares |
3,437,500
|
|
|
|
|
|
|
|
|
American depositary shares [member] | Ordinary Warrant [Member] |
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
Exercise price | $ / shares |
$ 1.75
|
|
|
|
|
|
|
|
|
American depositary shares [member] | Warrants [member] |
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
Shares purchased | shares |
|
2,800,000
|
|
|
|
|
|
|
|
Exercise price | $ / shares |
|
$ 5.00
|
|
|
|
|
|
|
|
American depositary shares [member] | Amended Warrants [Member] |
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
Exercise price | $ / shares |
|
$ 1.75
|
|
|
|
|
|
|
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v3.23.3
Schedule of stock options activity (Details)
|
6 Months Ended |
Jun. 30, 2023
shares
£ / shares
|
Enterprise Management Incentive Share Option Scheme [Member] |
|
IfrsStatementLineItems [Line Items] |
|
Number of share options, Outstanding, Beginning balance |
106,585
|
Weighted average exercise price, Outstanding, Beginning balance | £ / shares |
£ 23.00
|
Number of share options, Granted |
|
Weighted average exercise price, Granted | £ / shares |
|
Number of share options, Exercised |
|
Weighted average exercise price, Exercised | £ / shares |
|
Number of share options, Exercised |
|
Weighted average exercise price, Forfeited | £ / shares |
|
Number of share options, Outstanding, Ending balance |
106,585
|
Weighted average exercise price, Outstanding, Ending balance | £ / shares |
£ 23.00
|
Number of share options, Exercisable |
106,585
|
Weighted average exercise price, Exercisable | £ / shares |
£ 23.00
|
Number of share options, Unexercisable |
|
Weighted average exercise price, Unexercisable | £ / shares |
|
Number of share options, Forfeited |
|
Two Thousand Twenty One Share Option Scheme [Member] |
|
IfrsStatementLineItems [Line Items] |
|
Number of share options, Outstanding, Beginning balance |
52,305
|
Weighted average exercise price, Outstanding, Beginning balance | £ / shares |
£ 212.00
|
Number of share options, Granted |
|
Weighted average exercise price, Granted | £ / shares |
|
Number of share options, Exercised |
|
Weighted average exercise price, Exercised | £ / shares |
|
Number of share options, Exercised |
13,468
|
Weighted average exercise price, Forfeited | £ / shares |
£ 212.00
|
Number of share options, Outstanding, Ending balance |
38,837
|
Weighted average exercise price, Outstanding, Ending balance | £ / shares |
£ 212.00
|
Number of share options, Exercisable |
30,903
|
Weighted average exercise price, Exercisable | £ / shares |
£ 212.00
|
Number of share options, Unexercisable |
7,934
|
Weighted average exercise price, Unexercisable | £ / shares |
£ 212.00
|
Number of share options, Forfeited |
(13,468)
|
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v3.23.3
Share-based payments (Details Narrative)
|
6 Months Ended |
12 Months Ended |
|
|
|
|
|
Jun. 30, 2023
GBP (£)
£ / shares
|
Jun. 30, 2022
GBP (£)
|
Dec. 31, 2022
£ / shares
|
Apr. 03, 2023
$ / shares
shares
|
Mar. 27, 2023
$ / shares
|
Aug. 09, 2022
shares
|
Feb. 10, 2022
shares
|
Aug. 25, 2020
£ / shares
shares
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
Expected volatility, share options granted |
90.00%
|
|
90.00%
|
|
|
|
|
|
Number of shares issued | shares |
|
|
|
200,000
|
|
11,678
|
63,280
|
15,891
|
Price per share | (per share) |
|
|
|
$ 0.30
|
$ 1.60
|
|
|
£ 215.00
|
Enterprise Management Incentive Share Option Scheme [Member] |
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
Weighted average share price | £ / shares |
|
|
|
|
|
|
|
|
Expense from share-based payment transactions | £ |
|
|
|
|
|
|
|
|
Expected volatility, share options granted |
75.00%
|
|
|
|
|
|
|
|
Two Thousand Twenty One Share Option Scheme [Member] |
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
Weighted average share price | £ / shares |
£ 53.42
|
|
|
|
|
|
|
|
Expense from share-based payment transactions | £ |
£ 142,321
|
|
|
|
|
|
|
|
Expected volatility, share options granted |
80.00%
|
|
|
|
|
|
|
|
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|
v3.23.3
Schedule of related party transactions (Details) - GBP (£)
|
6 Months Ended |
Jun. 30, 2023 |
Jun. 30, 2022 |
Disclosure of transactions between related parties [abstract] |
|
|
Short-term employee benefits |
£ 959,182
|
£ 859,730
|
Share-based payments |
130,048
|
827,913
|
Related party transactions |
£ 1,089,230
|
£ 1,687,643
|
X |
- DefinitionThe amount of compensation to key management personnel. [Refer: Key management personnel of entity or parent [member]]
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v3.23.3
Schedule of maturity of financial liabilities (Details) - GBP (£)
|
Jun. 30, 2023 |
Dec. 31, 2022 |
IfrsStatementLineItems [Line Items] |
|
|
Trade payables |
£ 953,855
|
|
Convertible loan |
409,682
|
|
Other payables |
1,540,677
|
£ 1,276,694
|
Financial liabilities |
2,904,214
|
2,814,981
|
Trade payables |
|
882,364
|
Convertible loan |
|
655,923
|
Carrying amounts [member] |
|
|
IfrsStatementLineItems [Line Items] |
|
|
Trade payables |
953,855
|
|
Convertible loan |
409,682
|
|
Other payables |
1,540,677
|
1,276,694
|
Financial liabilities |
2,904,214
|
2,814,981
|
Trade payables |
|
882,364
|
Convertible loan |
|
655,923
|
Later than one month and not later than two months [member] |
|
|
IfrsStatementLineItems [Line Items] |
|
|
Trade payables |
953,855
|
|
Convertible loan |
409,682
|
|
Other payables |
1,062,850
|
705,976
|
Financial liabilities |
2,426,387
|
2,244,263
|
Trade payables |
|
882,364
|
Convertible loan |
|
655,923
|
Not later than one year [member] |
|
|
IfrsStatementLineItems [Line Items] |
|
|
Trade payables |
|
|
Convertible loan |
|
|
Other payables |
477,827
|
570,718
|
Financial liabilities |
477,827
|
570,718
|
Trade payables |
|
|
Convertible loan |
|
|
Later than one year and not later than two years [member] |
|
|
IfrsStatementLineItems [Line Items] |
|
|
Trade payables |
|
|
Convertible loan |
|
|
Other payables |
|
|
Financial liabilities |
|
|
Trade payables |
|
|
Convertible loan |
|
|
Two years before reporting year [member] |
|
|
IfrsStatementLineItems [Line Items] |
|
|
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|
|
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|
|
Other payables |
|
|
Financial liabilities |
|
|
Trade payables |
|
|
Convertible loan |
|
|
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v3.23.3
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- DefinitionThe amount of financial liabilities classified as derivative instruments. [Refer: Financial assets; Derivatives [member]]
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v3.23.3
Contingent liability (Details Narrative) $ in Millions |
Mar. 27, 2023
USD ($)
|
Aug. 09, 2022
GBP (£)
shares
|
Apr. 03, 2023
shares
|
Feb. 10, 2022
shares
|
Aug. 25, 2020
shares
|
Disclosure of contingent liabilities [line items] |
|
|
|
|
|
Number of shares issued |
|
11,678
|
200,000
|
63,280
|
15,891
|
Number of warrants issued to note holder |
|
358,936
|
|
|
|
Aggregate amount | $ |
$ 4.9
|
|
|
|
|
Legal proceedings contingent liability [member] |
|
|
|
|
|
Disclosure of contingent liabilities [line items] |
|
|
|
|
|
Face value of note demanding with interest | £ |
|
£ 860,000
|
|
|
|
Ordinary shares [member] |
|
|
|
|
|
Disclosure of contingent liabilities [line items] |
|
|
|
|
|
Number of shares issued |
|
179,468
|
|
|
|
Ordinary Shares And Warrant [Member] |
|
|
|
|
|
Disclosure of contingent liabilities [line items] |
|
|
|
|
|
Aggregate amount | £ |
|
£ 762,740
|
|
|
|
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v3.23.3
Subsequent events (Details Narrative)
|
Aug. 30, 2023
GBP (£)
shares
|
Jul. 10, 2023
£ / shares
shares
|
Mar. 27, 2023
$ / shares
shares
|
Nov. 30, 2022
shares
|
Nov. 27, 2022
shares
|
Jul. 10, 2022
shares
|
Feb. 10, 2022
USD ($)
|
Feb. 10, 2022
GBP (£)
|
Apr. 03, 2023
$ / shares
|
Aug. 25, 2020
£ / shares
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
Consideration per share | (per share) |
|
|
$ 1.60
|
|
|
|
|
|
$ 0.30
|
£ 215.00
|
Nonadjusting event [member] |
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
Consideration per share | £ / shares |
|
£ 0.35
|
|
|
|
|
|
|
|
|
Nonadjusting event [member] | Existing Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of warrants | £ |
£ 2,200,000
|
|
|
|
|
|
|
|
|
|
Aggregate proceeds from exercise of warrants | £ |
£ 2,800,000
|
|
|
|
|
|
|
|
|
|
American depositary shares [member] |
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
Shares purchased |
|
|
215,000
|
2,800,000
|
155,000
|
|
|
|
|
|
Consideration per share | $ / shares |
|
|
$ 1.60
|
|
|
|
|
|
|
|
Proceeds from exercise of warrants |
|
|
|
|
|
|
$ 13,447,012
|
£ 9,861,405
|
|
|
American depositary shares [member] | Nonadjusting event [member] | Amendment Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
Shares purchased |
|
|
|
|
|
2,800,000
|
|
|
|
|
American depositary shares [member] | Nonadjusting event [member] | Existing Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
Shares purchased |
|
3,437,500
|
|
|
|
|
|
|
|
|
American depositary shares [member] | Inducement Letter [Member] |
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
Shares purchased |
6,237,500
|
|
|
|
|
|
|
|
|
|
New Warrant American Depositary Shares [Member] | Nonadjusting event [member] |
|
|
|
|
|
|
|
|
|
|
IfrsStatementLineItems [Line Items] |
|
|
|
|
|
|
|
|
|
|
Shares purchased |
12,475,000
|
|
|
|
|
|
|
|
|
|
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TC BioPharm (NASDAQ:TCBP)
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From Aug 2024 to Sep 2024
TC BioPharm (NASDAQ:TCBP)
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From Sep 2023 to Sep 2024