Notes to the financial statements

For the year ended 31 December 2023

 

 

1	General Information

LungLife AI, Inc, (the "Company") is a company based in Thousand Oaks, California which is developing a diagnostic test for the early detection of lung cancer. The Company was incorporated under the laws of the state of Delaware, USA, on 30 December 2009.

 

The Company's costs associated with developing and commercialising its test include costs associated with the development of intellectual property optimising the technology, and obtaining  regulatory approval. To complete clinical trials the Company will continue to require additional operating funds. The Company has raised funds through offerings of debt, common stock and Series A Preferred Shares.

 

There are no restrictions on the Company's ability to access or use its assets and settle its liabilities.

 

2	Basis of preparation

Information in this preliminary announcement does not constitute statutory accounts of the company. The financial information presented in this preliminary announcement is based on, and is consistent with, that in the company's audited financial statements for the year ended 31 December 2023, which will be delivered to shareholders for approval at the Company's Annual General Meeting. The independent auditors have reported on those financial statements and their report is unqualified.

 

The financial statements have been prepared in accordance with UK adopted International Accounting Standards ("UK IFRS").

 

These financial statements are prepared in accordance with UK IFRS under the historical cost convention, as modified by the use of fair value for certain financial instruments measured at fair value. The historical financial information is presented in United States Dollars ("US$") except where otherwise indicated.

 

The principal accounting policies adopted in the preparation of the financial statements are set out below.

 

The policies have been consistently applied to all the years presented, unless otherwise stated.

 

(a)      Going concern

These financial statements have been prepared on the going concern basis.

 

On 2 January 2024, LungLife reported positive validation study results for its LungLB® test, a minimally invasive blood draw test used for the early detection of lung cancer. These results are the catalyst for the Company to begin its commercialisation process for the test. In view of the early stage of its commercial development the group currently funds its activities from existing cash resources. In addition, it expects to generate cash receipts from commercial revenues in future periods and if required, from additional equity or debt funding for future working capital needs.

 

At 31 December 2023 the Company had available cash resources and short term deposits of $2.8 million (2022 - $8.0 million. The Company is focused on the commercial proof of concept of its test and expects minimal revenues in 2024. As there are uncertainties in relation to the quantum and timing of cash receipts the financial projections have been prepared without including any assumed receipts from commercial revenues.

 

As set out in note 23, on 21 March 2024 a special meeting of the Company approved the issue of 5,172,621 new shares of common stock of the Company at a price of 35 pence per share. The new shares represent approximately 16.9 per cent. of the enlarged share capital of the company. The issue of shares raised approximately £1.8 million (approximately US$2.3 million) (before fees and expenses).  The net proceeds of the fundraising, along with the Company's existing cash resources, are expected to be utilised to establish the commercial proof of concept of the Company's LungLB® test, including:

 

·    funding of evidence generating activities, including the Early Access Program and clinical utility studies to support reimbursement and test adoption;

·    increasing expenditure to support engagement with payors and clinicians, and support the wider need to raise clinical awareness via key opinion leaders, publications and conferences; and

·    accelerating the commercial pathway by pursuing licensing or other similar agreements.

 

The net proceeds of the fundraising will allow the Company to consider all of its strategic options in order to maximise shareholder value and, in conjunction with the implementation of certain cost-cutting actions, is expected to provide the Company with a cash runway to early April 2025.

 

Having taken into account the information and estimates available at the date of approving these financial statements, the directors consider it is appropriate to adopt the going concern basis in preparing the financial statements. Although the company's projections, including expected levels of revenue generation, indicate sufficient funds through to the second quarter of 2025, it is reasonably possible that the group will require additional funding during, or shortly after a period of 12 months from the date of approval of these financial statements. The directors will seek to put in place funding arrangements which may from time to time be required but such arrangements are not presently committed. This represents a material uncertainty in relation to the group's funding arrangements.

 

(b)    New standards, amendments and interpretations

New standards are not expected to impact the Company as they are either not relevant to the Company's activities or require accounting which is consistent with the Company's current accounting policies.

 

The Directors have considered those standards and interpretations which have not been applied in these financial statements but which are relevant to the Company's operations that are in issue but not yet effective and do not consider that they will have a material effect on the future result of operations, statement of position or statement of cash flows of the Company.

 

(c)    Revenue recognition

Royalty income

Under the terms of a patent and technology sub license agreement the company is entitled to receive royalty income at 6% of the quarterly net sales invoiced by the sub licensee in the relevant quarter. Income is recognised in the period in which the underlying net sales are generated.

 

Cash is received from revenues recognised according to terms of trade within the relevant  contractual relationship, usually in accordance with agreed events such as placing of order, fulfilment of order and delivery.

 

(d)    Intangible assets

Licenses are measured at cost less accumulated amortization and any accumulated impairment losses.

 

(e)    Property, plant and equipment

Owned assets

Items of property, plant and equipment are stated at cost less accumulated  depreciation and impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. When parts of an item of property, plant and equipment have different useful lives, those components are accounted for as separate items of property, plant and equipment.

 

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably.

 

(e)    Property, plant and equipment (continued)

Depreciation

Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. The estimated useful lives are as follows:

·    computer and IT equipment - 33 per cent. straight line

·    leasehold improvements - shorter of lease term and useful life

·    plant and machinery - 20 per cent. straight line

·    laboratory equipment - 20 per cent. straight line

 

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, or if there is an indication of a significant change since the last reporting date.

 

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within "other operating income" in the statement of income.

 

(f)     Impairment of non-financial assets

Non-financial assets are reviewed for impairment annually in the case of not being available for use, and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are considered at the lowest levels for which there are separately identifiable cash flows (cash- generating units).

 

(g)    Financial assets

Classification

The Company classifies its financial assets as loans and receivables. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition.

 

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments. They are initially recognised at fair value and are subsequently stated at amortised cost using the effective interest method.

 

Impairment of financial assets

Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay  in payment) that the Company will be unable to collect all of the amounts due under the term's receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired asset.

 

(h)    Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less.

 

(i)     Financial liabilities

Trade and other payables

Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

 

(j)     Provisions

A provision is recognised in the statement of financial position when the Company has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre- tax rate that reflects current market assessments of the time value of money and, when appropriate, the risks specific to the liability. The increase in the provision due to the passage of time is recognised in finance costs.

 

(k)    Share capital

Ordinary shares are classified as equity. There are various classes of ordinary shares in issue, as detailed in note 19. Incremental costs directly attributable to the issue of new shares are shown in share premium as a deduction from the proceeds.

 

(l)     Net finance costs

Finance costs

Finance costs comprise interest payable on borrowings, direct issue costs and dividends on preference shares, and are expensed in the period in which they are incurred.

 

Finance income

Finance income comprises interest receivable on funds invested.

Interest income is recognised in the income statement as it accrues using the effective interest method.

 

(m)  Leases

All leases are accounted for by recognising a right-of-use asset and a lease liability except  for:

·    Leases of low value assets; and

·    Leases with a duration of 12 months or less.

 

Lease liabilities are measured at the present value of the contractual payments due to the  lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Company's incremental borrowing rate on commencement of the lease is used. Other variable lease payments are expensed in the period to which they relate.

 

On initial recognition, the carrying value of the lease liability also includes:

·    amounts expected to be payable under any residual value guarantee

·    the exercise price of any purchase option granted in favour of the Company if it is reasonably certain to assess that option

·    any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.

 

Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

·    lease payments made at or before commencement of the lease

·    initial direct costs incurred; and

·    the amount of any provision recognised where the Company is contractually required to dismantle, remove or restore the leased asset (typically leasehold dilapidations - see note 17).

 

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.

 

(n)    Leases (continued)

When the company revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or termination option being exercised) it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted using a revised discount rate. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised, except the discount rate remains unchanged. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease  term. If the carrying amount of the right-of-use asset is adjusted to zero, any further reduction is recognised in profit or loss.

 

(o)    Income tax

Income tax for the years presented comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the statement of financial position date, and any adjustment to tax payable in respect of previous years.

 

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts.

 

The following temporary differences are not recognised if they arise from (a) the initial recognition of goodwill; and (b) for the initial recognition of other assets or liabilities in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. The amount of deferred tax provided is based  on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.

 

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

 

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

 

(p)    Foreign currency translation

i)   Function and presentational currency

Items included in the financial statements of the Company are measured using USD, the currency of the primary economic environment in which the entity operates ('the functional currency'), which is also the Company's presentation currency.

 

ii)  Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates, of monetary assets and liabilities denominated in foreign currencies to USD, are recognised in the income statement.

 

3	Critical accounting judgements and estimates

The preparation of the Company's historical financial information under UK IFRS requires the directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

 

The Directors consider that the following judgement is likely to have the most significant effect on the amounts recognised in the financial information.

 

Classification of the Mount Sinai License as an intangible asset

As set out in note 13, on 18 June 2021, the Company entered into the Mount Sinai License Agreement, pursuant to which Mount Sinai granted an option to the Company to obtain a licence, on a non-exclusive basis, to use certain information held by Mount Sinai. After considering the criteria in IAS38 the directors have judged that the recognition criteria therein have been met and classified the Mount Sinai license as an intangible asset.

 

4	Segment analysis

IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Company that are regularly reviewed by the chief operating decision maker (which takes the form of the Board of Directors) as defined in IFRS 8, in order to allocate resources to the segment and to assess its performance.

 

The chief operating decision maker has determined that the Company has one operating  segment, the development and commercialisation of its lung cancer early detection test. Revenues are reviewed based on the products and services provided. All revenue arises from the same customer in both years.

 

The Company operates in the United States of America. Revenue by origin of geographical  segment is as follows:

		Year to 31 December  2023	Year to 31 December 2022
		US$'000	US$'000
	Revenue
	People's Republic of China	46	24
		________	________
		46	24
		________	________

 

		2023	2022
		US$'000	US$'000
	Non-current assets
	United States of America	6,220	6,397
		________	________
		6,220	6,397
		________	________
		Year to  31 December  2023	Year to 31 December  2022
		US$'000	US$'000
	Product and service revenue
	Royalty income	46	24
		________	________
		46	24
		________	________

 

5	Financial instruments - Risk management

 

The Company is exposed through its operations to the following financial risks:

-      Credit risk

-      Foreign exchange risk and

-      Liquidity risk

 

The Company is exposed to risks that arise from its use of financial instruments. This note describes the Company's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

 

(i) Principal financial instruments

The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:

-     Cash and cash equivalents

-     Short term cash deposits

-     Trade and other payables

 

(ii) Financial instruments by category

Financial asset

 

		Amortised		Amortised
		Cost		cost
		2023		2022
		US$'000		US$'000
	Cash and cash equivalents	2,724		3,088
	Short term cash deposits	104		4,922
	Trade and other receivables	174		155
		_________		_________
	Total financial assets	3,002		8,165
		_________		_________

 

Financial liabilities

		Amortised	Amortised
		Cost	cost
		2023	2022
		US$'000	US$'000
	Trade and other payables	1,039	1,055
		_________	_________
	Total financial liabilities	1,039	1,055
		_________	_________

 

(iii) Financial instruments not measured at fair value

Financial instruments not measured at fair value includes cash and cash equivalents, trade and other receivables, and trade and other payables.

 

Due to their short-term nature, the carrying value of cash and cash equivalents, trade and other receivables, and trade and other payables approximates their fair value.

 

See note 16 for information on lease liabilities.

 

(iv) Financial instruments

General objectives, policies and processes

 

The Board has overall responsibility for the determination of the Company's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Company's finance function.

 

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company's competitiveness and flexibility. Further details regarding these policies are set out below:

 

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Due to the current low level of revenue, the Company's exposure to credit risk is on cash at bank. The Company only deposits cash with major banks with high quality credit standing.

 

Cash in bank and short-term deposits

The credit quality of cash has been assessed by reference to external credit rating, based on Standard and Poor's long-term / senior issuer rating:

 

		2023	2023	2022	2022
	Cash in bank		Cash		Cash
		Rating	at bank	Rating	at bank
			US$'000		US$'000
	Bank A	A+	58	A+	981
	Bank B	BBB+	2,588	BBB+	2,002
	Bank C	A+	78	A+	105
			_________		_________
			2,724		3,088
			_________		_________

 

 

		2023	2023	2022	2022
	Short term deposits
		Rating		Rating
			US$'000		US$'000
	Bank B	BBB+	104	BBB+	4,922
			_________		_________
			104		4,922
			_________		_________

 

Foreign exchange risk

Foreign exchange risk arises when the Company enters into transactions denominated in a currency other than its functional currency. The Company's policy is, where possible, to settle liabilities denominated in its functional currency. Currently the Company's liabilities are either US dollar or UK sterling. No forward contracts or other financial instruments are entered into to hedge foreign exchange movements, with funds raised in the UK being transferred to fund US operations using spot rates.

 

As at 31 December 2023 assets held in Sterling amounted to US$79,000 (2022 - US$5,275,000) and liabilities held in Sterling amounted to US$92,000 (2022 - US$65,000).

 

The effect of a 5% strengthening of the Sterling against US dollar at the reporting date on the Sterling denominated net assets carried at that date would, all other variables held constant, have resulted in a decrease in post-tax loss for the year and decrease of net assets of US$1,000 (2022 - increase US$260,000). A 5% weakening in the exchange rate would, on the same basis, have increased post-tax loss and decreased net assets by US$1,000 (2022 - US$260,000).

 

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due. This risk is managed by the production of annual cash flow projections. The Company's continued future operations depend on its ability to raise sufficient working capital through the issue of share capital and generating revenue.

 

The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities which can all be met from the cash resources currently available:

 

			Between
		Up to 3	3 and 12
		Months	months
	At 31 December 2023	US$'000	US$'000
	Trade and other payables	454	-
		_________	_________
	Total	454	-
		_________	_________

 

			Between
		Up to 3	3 and 12
		Months	months
	At 31 December 2022	US$'000	US$'000
	Trade and other payables	371	-
		_________	_________
	Total	371	-
		_________	_________

 

Capital Disclosures

The Company monitors its capital which comprises all components of equity (i.e., share capital, share premium, and accumulated losses).

 

The Company's objectives when maintaining capital are to safeguard the entity's ability to continue as a going concern.

 

6	Expenses by nature
		Year to	Year to
		31 December	31 December
		2023	2022
		US$'000	US$'000
	Employee benefit expenses (see note 8)	2,908	3,264
	Share-based payments charge - non-employee and directors	17	37
	Depreciation of property, plant and equipment	254	285
	Gain on disposal of equipment	-	(43)
	Research and development expenditure	1,308	1,981
	Professional costs	609	643
	Foreign exchange (gains) / losses	(146)	659
	Other costs	728	938

 

Other operating income is claims made for Employee Retention Credits.

 

7	Auditors' remuneration

 

During the year the Company obtained the following services from the Company's auditor:

 

		Year to	Year to
		31 December	31 December
		2023	2022
		US$'000	US$'000
	Fees payable to the Company's auditor for the audit of the Company	56	48
		_________	_________
	Total	56	48
		_________	_________

 

8	Employee benefit expenses
		Year to	Year to
		31 December	31 December
		2023	2022
		US$'000	US$'000
	Employee benefit expenses (including Directors) comprise:
	Wages and salaries	2,312	2,262
	Benefits	185	164
	Share-based payments expense	169	577
	Social security contributions and similar taxes	171	177
	Pension	71	84
		_________	_________
		2,908	3,264
		_________	_________

 

Key management personnel compensation

 

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including the Directors of the Company.

 

		Year to	Year to
		31 December	31 December
		2023	2022
		US$	US$
	Salary	683	696
	Share based payment expense	124	495
		_________	_________
		807	1,191
		_________		_________

 

The average number of employees (including Directors) in the Company in the year was 19 (2022 - 18).

 

9	Net finance costs
		Year to	Year to
		31 December	31 December
		2023	2022
		US$'000	US$'000
	Finance expense
	Interest expense on lease liabilities	36	52
	Interest on short term funding	5	-
		_________	_________
	Total finance expense	41	52
		_________	_________

 

		Year to	Year to
		31 December	31 December
		2023	2022
		US$'000	US$'000
	Finance income
	Bank interest	223	88
		_________	_________
	Total finance income	223	88
		_________	_________

 

10	Tax expense
		Year to	Year to
		31 December	31 December
		2023	2022
		US$'000	US$'000
	Current tax expense
	Current tax on loss for the year	-	-
	Withholding tax on royalties	7	4
		_________	_________
	Total current tax	7	4
	Deferred tax asset
	On losses generated in the year	-	-
		_________	_________
		7	4
		_________	_________

 

There were no charges to current corporation taxation due to the losses incurred by the Company in the year. The reasons for the difference between the actual tax charge for the year and the US federal income tax rate of 21% and state of California income tax rate of 8.84% are as follows:

		Year to	Year to
		31 December	31 December
		2023	2022
		US$'000	US$'000
	Loss for the year	(5,413)	(7,606)
		_________	_________
	Tax using 29.84%	(1,615)	(2,270)
	Expenses not deductible for tax purposes	37	34
	Unrecognised deferred tax assets for losses carried forward	1,578	2,236
		_________	_________
	Total tax expense	-	-
		_________	_________

 

The unrecognised deferred tax is based on Federal taxable losses carried forward of US$56,623,000 (2022 - US$53,485,000) and a Federal capital loss of US$4,583,333 (2022 - US$4,583,333). No deferred tax asset is recognised for these losses due to early stage in the development of the Company's activities. Of the total Federal losses carried forward US$35,281,000 (2022 - US$35,281,000) expire in 2030 and can only be used against trading profits from the same trade. Losses of US$21,342,000 (2022 - US$18,204,000) do not expire but can only offset against 80% of taxable profits from the same trade.

 

11	Loss per share
		Year to	Year to
		31 December	31 December
		2023	2022
		Total	Total
	Numerator	US$	US$
	Loss for the year used in basic EPS	(5,413,213)	(7,605,585)
	Denominator
	Weighted average number of ordinary shares used in basic EPS	25,485,982	25,481,800
	Resulting loss per share	(US$0.212)	(US$0.298)

 

The Company has one category of dilutive potential ordinary share, being share options (see note 21). The potential shares were not dilutive in the year as the Company made a loss per share in line with IAS 33. As described in note 19, between 2 July 2021 and 7 July 2021 the Company implemented a pre-Admission reorganisation of its capital which included the conversion of Series A and B Preferred Shares into Common Shares and a reverse share split by way of the issue of one new Common Share and Preferred Share for every 18 old Common Shares and Preferred Shares held.

 

12	Tangible assets
			Furniture	Computers
		Leasehold	and	and IT	Plant &
		improvements	equipment	Equipment	machinery	Total
		US$'000	US$'000	US$'000	US$'000	US$
	Cost or valuation
	At 1 January 2022	1,316	56	85	1,309	2,766
	Additions	-	-	31	54	85
		________	________	________	_________	_________
	At 31 December 2022	1,316	56	116	1,363	2,851
	Additions	-	-	-	77	77
		________	________	________	________	________
	At 31 December 2023	1,316	56	116	1,440	2,928
		________	________	________	________	________
	Accumulated depreciation and impairment
	At 1 January 2022	945	56	53	946	2,000
	Depreciation	140	-	19	126	285
		________	________	________	________	________
	At 31 December 2022	1,085	56	72	1,072	2,285
	Depreciation	131	-	22	101	254
		________	________	________	________	________
	At 31 December 2023	1,216	56	94	1,173	2,539
		________	________	________	________	________
	Net book value
	At 31 December 2023	100	-	22	267	389
		________	________	________	________	________
	At 31 December 2022	231	-	44	291	566
		________	________	________	________	________

 

Included in leasehold improvements at 31 December 2023 are right of use assets with a cost of $1,282,000 (2022 - $1,282,000) and accumulated depreciation of $1,173,000 (2022 - $1,042,000).

 

13	Intangible assets
		License	Total
		US$'000	US$'000
	Cost
		_________	_________
	At 31 December 2022 and 2023	5,818	5,818
		_________	_________
	Accumulated amortisation and impairment
	At 1 January 2022	-	-
	Amortisation charge	-	-
		_________	_________
	At 31 December 2022	-	-
	Amortisation charge
		_________	_________
	At 31 December 2023	-	-
		_________	_________
	Net book value
	At 31 December 2023	5,818	5,818
		_________	_________
	At 31 December 2022	5,818	5,818
		_________	_________

 

On 18 June 2021, the Company entered into the Mount Sinai Licence Agreement, pursuant to which the Icahn School of Medicine at Mount Sinai ("Mount Sinai") granted an option to the Company to obtain a licence, on a non-exclusive basis, to use certain information held by Mount Sinai. The Mount Sinai Licence Agreement automatically became effective on Admission. Exercise of the option contained in the Mount Sinai Licence Agreement is conditional on: (i) Admission; (ii) clearance by Mount Sinai's information security team; and (iii) IRB, data security and data use approvals. Mount Sinai is under an obligation to use commercially reasonable efforts to obtain such clearances and approvals (other than Admission). Pursuant to the Mount Sinai Licence Agreement, Mount Sinai has granted the Company an option to obtain a licence, on a non-exclusive basis, to use certain information held by Mount Sinai to be able to develop future products.

 

14	Trade and other receivables
		2023	2022
		US$'000	US$'000
	Amounts falling due within one year
	Prepayments Accrued income	299 31	458 5
	Other debtors	144	150
		_________	_________
		474	613
		_________	_________

 

		2023	2022
		US$'000	US$'000
	Amounts falling due after one year
	Rent deposit	13	13
		_________	_________
		13	13
		_________	_________

 

15	Trade and other payables
		2023	2022
		US$'000	US$'000
	Trade payables	439	358
	Accruals and other payables	759	858
		_________	_________
	Total financial liabilities classified as financial liabilities measured at amortised cost	1,198	1,216
	Other payables - tax and social security payments	15	13
		_________	_________
	Total trade and other payables	1,213	1,229
		_________	_________

 

The carrying value of trade and other payables classified as financial liabilities measured at amortised cost approximates fair value.

 

16	Lease Liabilities
		Land and	Plant and
		buildings	machinery	Total
		US$'000	US$'000	US$'000
	At 1 January 2022	504	304	808
	Interest expense	37	15	52
	Repayments	(134)	(125)	(259)
		________	________	________
	At 31 December 2022	407	194	601
		________	________	________
	Repayments	(166)	(125)	(291)
	Interest expense	27	9	36
		________	________	________
	At 31 December 2023	268	78	346
		________	________	________

 

	2023	2022
	US$'000	US$'000
Maturity of lease liabilities
Within 3 months Between 3 - 12 months Between 1 - 2 years Between 2 - 5 years	74 179 117 -	75 225 253 117
	________	________
	370	670
	________	________

 

17	Provisions
		Dilapidations	Total
		US$'000	US$'000
	At 1 January 2022	50	50
	Movement	-	-
		_________	_________
	At 31 December 2022	50	50
		_________	_________
	Movement	-	-
		_________	_________
	At 31 December 2023	50	50
		_________	_________

 

Provision is made for the anticipated cost of returning the Company's premises to their prior state  on termination of the lease. The lease terminates in August 2025.

 

18	Net cash /(debt) reconciliation
		2023	2022
		US$'000	US$'000
	Cash and cash equivalents	2,724	3,088
	Lease liabilities	(346)	(601)
		_________	_________
	Net cash / (debt)	2,378	2,487
		_________	_________

 

 

 

		Cash and	Borrowings
		cash equivalents	and loans	Net Debt
		US$'000	US$'000	US$'000
	Net debt at 1 January 2022	9,217	(808)	8,409
	Cash flows	(6,129)	-	(6,129)
	Other non-cash movements:
	Lease liabilities	-	207	207
		_________	_________	_________
	Net debt at 31 December 2022	3,088	(601)	2,487
		_________	_________	_________
	Cash flows
	Other non-cash movements:	(364)		(364)
	Lease liabilities	-	255	255
		_________	_________	_________
	Net debt at 31 December 2023	2,724	(346)	2,378
		_________	_________	_________

 

19	Share capital
		Issued and fully paid
		Number	US$
	Shares of US$0.0001 par value each
	At 1 January 2022	25,480,790	2,548
	Exercise of 5,192 options in the year	5,192	5
	Total issued share capital at 31 December 2022	25,485,982	2,553
		_________	_________

 

	Total issued share capital at 31 December 2023	25,485,982	2,553
		_________	_________

 

Between 2 July 2021 and 7 July 2021 the Company implemented a pre-Admission reorganisation of its capital which included, inter alia, the following:

·    A reverse share split by way of the issue of one new Common or Preferred Share for every 18 old Common or Preferred Shares held

·    Conversion of Series A-1 and Series A-2 Convertible Notes and related Warrants into Common Shares

·    Conversion of Series A Preferred Shares and Series B Preferred Shares into Common Shares

 

As a result the Company only has common shares in issue.

 

20

Reserves

 

The following describes the nature and purpose of each reserve within equity:

 

	Reserve	Description and purpose
	Share premium	Amount subscribed for share capital in excess of nominal value.
	Share based payment reserve	Amount charged to date in respect of share based payment expense
	Accumulated losses	All other net gains and losses and transactions with owners (e.g., dividends) not recognised elsewhere.

 

21	Share-based payment

Prior to Admission to AIM the Company operated two share option plans: the 2010 Stock Incentive Plan and approved by the Board on 1 January 2010 and the 2020 Stock Incentive Plan was approved on 14 May 2020:

 

(a)    options granted under the 2010 Stock Incentive Plan fall into two groups:

(i)     options granted in or before 2016 over a total of 2,183,634 shares, with exercise prices ranging from $0.10 to $0.16 per share, these options are now fully vested; and

(ii)    options granted in 2019 over a total of 6,951,463 shares, with an exercise price of $0.025 per share: these options generally vest on a monthly basis over three or four years from the date of grant. However, those granted to current employees of the Company were amended so that they became exercisable in full on Admission.

 

(b)   Options were granted in 2020 and 2021 under the 2020 Stock Incentive Plan over a total of 5,364,385 shares with an exercise price of $0.0044 per share. These options vest over four years from the date of grant on a monthly basis, but certain of these options accelerated immediately before Admission, and became fully exercisable at Admission.

 

On 14 May 2021 the Board approved the Company's 2021 Omnibus Long-Term Incentive Plan ("LTIP") and it was approved by shareholders on 27 May 2021 to become effective approximately three days prior to Admission. The LTIP provides for the grant of both EMI Options and non-tax favoured options. Options granted under the LTIP are subject to exercise conditions as summarised below.

 

The LTIP has a non-employee sub-plan for the grant of Options to the Company's advisors, consultants, non-executive directors, and entities providing, through an individual, such advisory, consultancy, or office holder services and a US sub-plan for the grant of Options to eligible participants in the LTIP and the Non-Employee Sub-Plan who are US residents and US taxpayers.

 

With the exception of options over 384,924 shares, which vested immediately on Admission, the options issued under the LTIP vest 25% on the first anniversary of the vesting commencement date and an additional one forty-eighth of the total number of options after each subsequent calendar month for employees. For consultants options issued under the LTIP vest 25% on the first anniversary of the vesting commencement date and an additional one sixteenth of the total number of options after each subsequent quarter. If options remain unexercised after the date one day before the tenth anniversary of grant such options expire. Vesting shall accelerate in full in the event of a change of control of the Company.

 

As described in note 19, between 2 July 2021 and 7 July 2021 the Company implemented a pre-Admission reorganisation of its capital which included a reverse share split by way of the issue of one new Common or Preferred Share for every 18 old Common or Preferred Shares held.

 

At the date of the reorganisation there were 14,499,482 pre-Admission options outstanding to 32 option holders comprising Directors, former Directors and employees with exercise prices between $0.0044 and $0.16 per share. Those options were varied to reflect the reverse share split so that they were replaced with 805,492 options with exercise prices of between $0.0792 and $2.88 per share. The directors consider that this was a mechanical variation modification of the awards and not a modification for the purposes of IFRS2. Comparative figures have been adjusted to restate numbers and values of share options issued as if the reverse share split had been in effect from 1 January 2020.   

 

On Admission on 8 July 2021 the Board approved grants of 769,707 to Paul Pagano and 386,703 options to David Anderson and on 23 November 2021 and 27 December 2021 the Board approved further grants, of 112,500 and 5,000 options respectively, to employees and consultants.

 

21	Share-based payment (continued)
		Weighted
		average
		exercise
		price US$	Number
	Outstanding at 31 December 2021	1.74	2,065,527
		_________
	Granted during 2022	2.37	75,000
	Exercised during 2022	0.45	(5,192)
	Expired during 2022	1.80	(18,356)
		_________	_________
	Outstanding at 31 December 2022 and 2023	1.76	2,116,979
		_________	_________
	Exercisable at 31 December 2022	1.62	1,506,180
		_	_

 

	Exercisable at 31 December 2023	1.71	1,817,206
		_	_

 

The exercise price of options outstanding at 31 December 2023 ranged between US$0.08 and US$2.70 and their weighted average remaining contractual life was 6.92 years and weighted average expected life was 3.55 years.

 

The Company recognised total expenses of US$186,000 (2022: US$614,000) within administrative expenses relating to equity-settled share-based payment transactions during the year.

 

22		Related party transactions   During the year an amount of US$85,000 (2022 - US$130,000) was invoiced by The Icahn School of Medicine at Mount Sinai for services rendered in the year. As of 31 December 2023 no amounts were owed to The Icahn School of Medicine at Mount Sinai (2022 - Nil).   During the year Paul Pagano and David Anderson, both directors of the Company, each purchased 7,123 shares in the Company using their own funds.
23	Events after the reporting date

 

On 21 March 2024 a special meeting of the Company approved the issue of 5,172,621 new shares of common stock of the Company at a price of 35 pence per share. The new shares represent approximately 16.9 per cent. of the enlarged share capital of the company. The issue of shares raised approximately £1.8 million (approximately US$2.3 million) (before fees and expenses).