TIDMIMM
RNS Number : 5039A
Immupharma PLC
30 September 2020
RNS: RELEASE | 30 SEPTEMBER 2020
ImmuPharma PLC
("ImmuPharma" or the "Company")
INTERIM RESULTS ANNOUNCEMENT
for the six months ended 30 June 2020
ImmuPharma PLC (LSE:IMM) , (Euronext Growth Brussels: ALIMM)
("ImmuPharma" or the "Company"), the specialist drug discovery and
development company, is pleased to announce its interim results for
the six months ended 30 June 2020 (the "Period").
Key Highlights (including post Period review)
Financials
-- Stable financial performance over the Period
o Cash balance of GBP2.7m as at 30 June 2020 (31 December 2019:
GBP1.4m)
o Derivative financial asset of GBP2.5m as at 30 June 2020 (31
December 2019: GBP2.3m)
o Incanthera financial asset of GBP1.2 million (GBP0.7 million
at 31 December 2019) and warrants financial asset of GBP0.5 million
(GBPNil at 31 December 2019)
o Convertible loan notes of GBP2.4 million (face value) (GBPNil
at 31 December 2019)
o Loss for the period of GBP3m (30 June 2019: GBP3.9m)
o Share based expense of GBP1m (30 June 2019: GBP1m)
o Research and development expenses of GBP0.9m (30 June 2019:
GBP1.4m)
o Administrative expenses of GBP1m (30 June 2019: GBP0.9m)
o Basic and diluted loss per share of 1.69p (30 June 2019:
2.80p)
o GBP1.5m subscription agreement through the issue of 15,000,000
new ordinary shares - March 2020
o Agreements with 2 specialist US healthcare investors for a
total investment of up to $6.3m (GBP4.94m) - June 2020
o Placing of new ordinary shares of GBP6.5m (gross) - September
2020
'Autoimmunity': Lupuzor(TM)
-- License and development agreement with Avion Pharmaceuticals progress
o Avion strengthened advisory team for Lupuzor(TM) Phase III
trial, including collaboration with leading Lupus patient group and
formation of Key Opinion Leaders ("KOLs")
o Submission to the Food and Drug Administration (FDA) for a
Special Protocol Assessment (SPA) for forthcoming international
Phase III trial of Lupuzor(TM)
Other program developments
-- Elro and Ureka combined to form Ureka Pharma SAS
-- Three therapy areas: Cancer, Metabolism and (new)
Anti-Infectives (Anti-Viral, Anti-Bacterial, Anti-Fungal) - these
programs include:
o Anti-Infective: BioAMP-B (Anti-Fungal) product for lung
infections
o Metabolism: BioGlucagon product - rescue therapy for low sugar
events in diabetes
o All programs provide future partnering opportunities
-- Incanthera plc oncology specialist where ImmuPharma held
11.9% shareholding at 30 June 2020, listed on Aquis Stock Exchange
("AQSE", formerly NEX Exchange) in February 2020 - 2 recent
progress updates:
o Successful study results for its skin cancer technology,
Sol
o Positive data from Sensitisation study
Commenting on the statement and outlook Tim McCarthy, Chairman,
said : "Despite the disruptions of Covid -19 pandemic, we have been
focused, in collaboration with our partner Avion, on expediting
Lupuzor(TM) into a new optimised, international Phase III study in
Lupus patients. With the SPA now submitted to the FDA, we await
final guidance on the protocol of the trial from the FDA, prior to
commencing patient recruitment.
"We continue to progress our other R&D programs which
includes our anti-fungal Bio-AMP-B therapy, which has the potential
of progressing quickly through initial bio-equivalence trials.
Discussions for potential partnering opportunities continue. These
initiatives create further opportunities in the medium to long
term.
"In response to strong investor interest this year, we are
delighted to welcome new and returning institutional and private
investors as part of three successful capital raisings. This has
created a robust financial position with an anticipated cash runway
until the end of 2023.
"As we move our key asset, Lupuzor(TM) into a new international
optimised Phase III trial and continue to progress our development
pipeline, the investment thesis of ImmuPharma continues to
strengthen and we look forward to providing further value enhancing
progress updates over the next period to create long term
shareholder value for our shareholders.
"In closing, the Board would like to take this opportunity to
thank its shareholders, new and longstanding, for their continued
support as well as its staff, corporate and scientific advisers and
our partners including, CNRS and Avion."
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014. ("MAR")
For further information please contact:
ImmuPharma PLC (www.immupharma.com) + 44 (0) 207 152 4080
Tim McCarthy, Chairman
Dimitri Dimitriou, Chief Executive Officer
Lisa Baderoon, Head of Investor Relations + 44 (0) 7721 413496
SPARK Advisory Partners Limited (NOMAD)
Neil Baldwin +44 (0) 203 36 8 8974
Stanford Capital Partners (Joint Broker)
Patrick Claridge, John Howes +44 (0) 203 815 8880
SI Capital (Joint Broker)
Nick Emerson +44 (0) 1483 413500
4Reliance (Euronext Growth Listing Sponsor) +32 (0) 2 747 02 60
Jean-Charles Snoy
Degroof Petercam (Liquidity Provider) +32 (0) 2 287 95 34
Erik De Clippel
Backstage Communication
Olivier Duquaine +32 (0) 477 504 784
Gunther De Backer +32 (0) 475 903 909
ImmuPharma plc
Chairman's Statement
INTERIM HIGHLIGHTS
Despite the global pandemic of Covid-19, the first half of 2020
saw a number of key developments for ImmuPharma including progress
with our US partner Avion within our Lupuzor(TM) program in Lupus,
expansion of the R&D pipeline within our peptide technologies
and securing new global strategic investments.
Lupuzor(TM) and Avion Pharmaceuticals
On 28 November 2019, ImmuPharma and Avion Pharmaceuticals
("Avion") signed an exclusive "Trademark, License and Development
Agreement" for Lupuzor(TM), with Avion agreeing to fund a new
international Phase III trial and commercialising Lupuzor(TM) in
the US. Since then, both companies have been working closely on the
clinical trial design and strategy, bolstered by consultation with
an eminent group of key opinion leaders. This tripartite Phase III
protocol development approach provided thorough and detailed
support for developing the most relevant clinical trial for
Lupuzor(TM) in systemic lupus erythematosus ("SLE") patients. Data
and results from the first Phase III clinical study were analysed
and considered in detail and, as a result, a new optimised
international Phase III study protocol has been finalised.
To this end, on 27 July 2020, it was announced that Avion had
submitted a Special Protocol Assessment ("SPA") request to the US
Food & Drug Administration ("FDA"). SPA is a process in which
sponsors reach agreement with the FDA on the design and size of
clinical trials such that they adequately address scientific and
regulatory requirements for a study that could support marketing
approval. The previous Phase III clinical trial of Lupuzor(TM) in
SLE was also carried out under ImmuPharma's SPA. Whilst the review
period for a SPA request is up to 45 days, the Company announced on
11 September 2020 that Avion has as yet not received a response
from the FDA and as such the file is still in the review queue, due
to the current workload at the FDA.
The new Phase III study design will be communicated to the
market, once agreed with the FDA, and in due course will appear on
'clinicaltrials.gov'.
Pipeline Overview
ImmuPharma's pipeline includes novel peptide-based therapeutics
within four therapy areas: Autoimmunity; Anti-Infectives;
Metabolism and Cancer.
Autoimmunity / Lupuzor(TM) / Forigerimod / P140 Platform
Lupuzor(TM) , is also known by its chemical name 'Forigerimod'
or 'P140'. Outside of Lupuzor(TM) for lupus, ImmuPharma in
conjunction with the CNRS are exploring opportunities of expanding
into other autoimmune indications, as demonstrated by Lupuzor's(TM)
' strong efficacy and safety profile and by its mechanism of
action.
Certain autoimmune indications, outside of lupus, have the
potential for Orphan Drug designation. One disease of key interest
to ImmuPharma's team is Chronic Inflammatory Demyelinating
Polyneuropathy ("CIDP"). CIDP is a neurological disorder targeting
the body's nerves. Further assessment continues with the objective
of moving CIDP forward into a Proof of Concept study, based on the
strong data already gained within ImmuPharma's lupus dossier.
Elro and Ureka combined to form Ureka Pharma SAS
On 1 January 2020, the Company combined its two subsidiaries,
Ureka Pharma SAS ('Ureka') and Elro Pharma SARL ('Elro') into one
entity Ureka Pharma SAS ("Ureka Pharma"). The intention is to
maximise value from the combined entity whilst retaining an
interest in any future commercial success. There are three therapy
areas: Cancer, Metabolism and Anti-Infectives.
Cancer
ImmuPharma's Nucant cancer program, IPP-204106, is focused on
combination cancer therapy approaches. The molecule has also shown
promising results in ophthalmology (age-related macular
degeneration) models.
Metabolism & Urelix(TM) technology
This therapy area has been developing lead compounds from its
novel and patented peptide technology platform Urelix(TM) . The
laboratories are based at the Institut Europeen de Chimie et
Biologie (IECB) in Bordeaux, France, which is under the joint
authority of the CNRS, Inserm and the University of Bordeaux.
Urelix(TM) is focusing on oligourea foldamers as a tool to
improve the pharmaceutical properties of peptides. One of the first
focus areas has been GLP-1 analogues for the treatment of Type II
diabetes and NASH (Non- Alcoholic-Steato-Hepatitis) as proof of
concept for its technology.
Further applications of the Urelix(TM) technology include
protein/protein interactions, notably in cancer, and improvement of
marketed efficacious peptides allowing additional long lasting
patent protection, paving the way for a life cycle management
franchise.
Metabolism | 'BioGlucagon'
BioGlucagon, is a potential new rescue therapy for low sugar
events in diabetes. Existing glucagon products have poor solubility
and are inconvenient with variable dosing due to poor solubility
creating risks for patients. BioGlucagon has 100% solubility, can
be formulated in pre-filled syringe pens and could be used in
insulin pumps. The next step is lead candidate optimisation and
progress towards a bioequivalence study and in parallel opening up
partnering discussions.
Anti-Infectives
ImmuPharma has recently started exploring opportunities in
research and development of anti-fungal, anti-viral and
anti-bacterial programs.
Within anti-fungal, ImmuPharma has developed BioAMP-B, a novel
peptide-based drug that offers a potential improvement on
Amphotericin-B ("Amp-B"). Amp-B is one of the few effective
treatments for many serious and life threatening fungal infections
such as aspergillosis (lung infection). However, the leading AMP-B,
'Ambisome' is known to cause serious kidney toxicity in 14-15% of
patients. ImmuPharma's BioAMP-B's target profile has a superior
safety profile to Ambisome. Sales of Ambisome in 2019 were $407
million. The next step is lead candidate optimisation and progress
towards a bioequivalence study and in parallel opening up
partnering discussions.
Within anti-viral, we have been investigating the application of
the Ureka peptide technologies, which suggests the potential to
create effective anti-fusion peptides with the goal to prevent
virus entry into the host cells, which may lead to novel peptide
based anti-viral therapies. Further exploratory work continues on
this program.
Within anti-bacterial, ImmuPharma has developed IPP-203101, a
novel peptide-based antibiotic for the treatment of MRSA
("methicillin-resistant Staphylococcus aureus" or "superbug") and
other severe and hospital acquired multi-resistant infections. MRSA
infections are increasingly resistant to even the last lines of
drug defence such as 'vancomycin' and 'teicoplanin', which are two
commonly used antibiotics. IPP-203101 causes bacterial cell death
by a two-step mechanism involving interaction with the lipid
component of the membrane followed by membrane breakdown.
IPP-203101's target profile is to be as efficacious as vancomycin,
but with a better safety profile, weekly administration, less
susceptible resistance and a better efficacy profile for certain
strains. Next step is lead candidate optimisation.
Interest in Incanthera Plc
In September 2018, ImmuPharma invested GBP2 million to purchase
363,637 shares at GBP5.50 per share in Incanthera ltd
("Incanthera") and received warrants for a further 363,637 shares
at GBP5.50. This investment represented a holding of approximately
15% in Incanthera in 2018.
On 26 February 2020 Incanthera entered into Share Exchange
Agreement with its shareholders, whereby each shareholder in
Incanthera agreed to exchange their original shares for shares in
the new Company - Incanthera Plc, resulting in the allotment of
48,564,280 ordinary shares. On 28 February 2020 Incanthera's shares
were admitted to trading on Aquis Stock Exchange ("AQSE", formerly
NEX Exchange) under the ticker (TIDM: INC). Following admission to
trading, ImmuPharma retains 7,272,740 (from 363,637 held
previously, subject of 1:20 sub-division) ordinary shares in
Incanthera, representing 11.9% of Incanthera's enlarged issued
ordinary share capital. As for all Incanthera's major shareholders,
ImmuPharma has entered a standard "lock-in" agreement for these
shares, for a period up to 12 months following admission.
ImmuPharma also has 7,272,740 warrants at an exercise price of
9.5p pence, being the price at which new shares have been issued in
the placing accompanying Incanthera's listing ("Issue Price").
In addition, ImmuPharma has entered into a Subscription
Agreement with Incanthera. Under the Subscription Agreement,
ImmuPharma has the right, at any time prior to 31 October 2020, to
subscribe for 2,631,579 new Ordinary Shares in Incanthera at the
Issue Price (an amount of GBP250,000).
On 23 September 2020, ImmuPharma exercised its right to
subscribe GBP250,000 for 2,631,579 ordinary shares of 2p each at a
subscription price of 9.5p each. Following this subscription,
ImmuPharma will hold 9,904,319 shares in Incanthera, representing a
15.35% of the enlarged share capital of Incanthera. As a major
shareholder ImmuPharma remains supportive of Incanthera and its
diverse oncology pipeline. Incanthera recently announced that a new
refined formulation of Sol, its lead product for skin cancer and
other topical indications, demonstrated statistically significant
greater dermal delivery compared with four known oral delivery
comparator products.
Capital Subscription
On 30 March 2020 ImmuPharma announced subscriptions to raise
GBP1.5 million (the "Subscriptions") through the issue of
15,000,000 new ordinary shares of 10 pence each in ImmuPharma
("Ordinary Shares") (the "Subscription Shares") at a price of 10p
per Ordinary Share ("Issue Price"). The Subscriptions comprise a
GBP200,000 subscription from Dr Robert Zimmer, (Director, President
& Chief Scientific Officer of ImmuPharma) through Luca and
Associates AG ("Luca") ( a company to which he is connected) and a
further GBP1.3 million subscription with Lanstead Capital Investors
LP ("Lanstead"), an institutional investor and substantial
shareholder, together with a related Sharing Agreement, to raise in
aggregate GBP1.5 million before expenses.
The GBP1.3 million gross proceeds of the Lanstead subscription
was followed by the sharing agreement with Lanstead (the "Sharing
Agreement") for 100% of these shares with a reference price of
13.33p per share. The Sharing Agreement is for a 24 month period.
The actual consideration is variable depending upon ImmuPharma's
share price and provides the opportunity for ImmuPharma to benefit
from a positive future share price performance.
The Company also agreed to issue Lanstead 650,000 ordinary
shares in connection with entering into the Sharing Agreement.
The new subscription from "Lanstead" followed the GBP2.66
million investment from "Lanstead" secured in June 2019.
On 8 September 2020, as a consequence of the convertible
security deeds and option deeds with L1 Capital Global
Opportunities Master Fund ("L1") and Lind Global Macro Fund LP
("Lind"), the benchmark price referred to in the two Lanstead
sharing agreements has increased from 13.33p to 20p. The varied
benchmark price of 20p applies to 13 monthly settlements remaining
under the sharing agreement dated 26 June 2019 and 22 monthly
settlements under the sharing agreement dated 30 March 2020.
Investment from US healthcare investors
On 10 June 2020 ImmuPharma entered into agreements with two
specialist US healthcare investors for a total investment of up to
$6.30 million (GBP4.94 million) comprising an issue of unsecured
convertible securities ("Securities") and associated options to
purchase shares in ImmuPharma Plc in the future. ImmuPharma issued
$3 million (GBP2.35 million) in face value of Securities to L1 and
Lind, managed by The Lind Partners, LLC ("the Investors") with a
maturity period of 18 months.
According to the agreement, at any time, during the maturity
period, the Investors may convert their Securities (in whole or in
part) to 13,086,619 ordinary shares in the Company, in aggregate,
at a price of 17.96p ("Conversion Price"), which is equivalent to
120% of the Volume Weighted Average Price ("VWAP") of the ordinary
shares for 9 June 2020. During the maturity period, the Company may
require the investors to convert their securities to ordinary
shares, if the VWAP on each of at least 20 consecutive trading days
shall be equal to or have exceeded 35.92p (200% of the Conversion
Price).
Should ImmuPharma raise additional funds, the Investors may
require the Company to repurchase any unconverted Securities, to
the value of up to 25% of the gross proceeds of the financing, at
105% of face value.
Should any securities remain unconverted on 10 December 2021 the
Company will repurchase, from the Investors, the outstanding face
value of the unconverted Securities.
In addition, the Investors have been granted 15,703,942 Options
in the Company, which may be exercised at any time up to 3 years,
with an exercise price the same as the Conversion Price, which, if
all exercised, would amount to $3.60 million (GBP2.82 million).
On 2 September 2020, as a consequence of the placement of new
ordinary shares of GBP6.5m (before expenses), pursuant to the terms
of the convertible security deeds ("CSD") dated 10 June 2020 with
each of Lind and L1: (i) the conversion price stated in the CSD
(previously 17.96p) has been adjusted downwards to the placing
price of 11p, meaning that, upon conversion in full of the CSD,
21,369,354 new ordinary shares (subject to adjustment at the time
of conversion by reference to the sterling - US dollar exchange
rate at the time) would be issued in aggregate to L1 and Lind
(compared to 13,086,619 previously); and (ii) under the terms of
the option deeds, both the option exercise price and the number of
shares subject to the options will vary. In aggregate, following
the placing, 25,640,254 ordinary shares (compared to 15,703,942
previously) will be subject to the option deeds at an option
exercise price of 11p per share.
On 3 September 2020 L1 converted in total $150,000 (plus accrued
but unpaid interest) of the convertible security. The conversion
price was 11p per share resulting in the issue by the Company of
1,045,046 new ordinary shares of 10p each in the Company.
On 9 September 2020 L1 converted in total $200,000 (plus accrued
but unpaid interest) of the convertible security. The conversion
price was 11p per share resulting in the issue by the Company of
1,429,938 new ordinary shares of 10p each in the Company.
On 10 September 2020, Lind Global Macro Fund, LP converted
$150,000 of the convertible security issued pursuant to the
convertible security deed dated 10 June 2020. The conversion price
is 11p per share resulting in the issue by the Company of 1,026,750
new ordinary shares of 10p each in the Company.
On 22 September 2020, following the share placing by ImmuPharma
plc on 2 September 2020, in accordance with the terms of the
convertible security deed, Lind has requested repayment of part of
its convertible security. The amount repaid amounted to
$1,068,762.
Placement of GBP6.5m
On 2 September 2020 the Company raised GBP6.5 million, (before
expenses of an approximate GBP0.6 million) via an oversubscribed
placing of 59,090,909 new ordinary shares of 10p each in the
Company at a price of 11p per share.
Financial Review
ImmuPharma's cash balance at 30 June 2020 was GBP2.7 million
(GBP1.4 million at 31 December 2019, GBP2.3 million at 30 June
2019). Financial asset related to investment in Incanthera plc
amounted to GBP1.2 million (GBP0.7 million at 31 December 2019,
GBP2.0 million at 30 June 2019) and warrants granted has resulted
in amount of GBP0.5 million (GBPNil at 31 December 2019 and 30 June
2019), recognized under financial asset. As a result of the
Lanstead Sharing Agreements, the Company had a derivative financial
asset of GBP2.5 million at 30 June 2020 (GBP2.3 million at 31
December 2019, GBP1.9 million at 30 June 2019). The convertible
loans liability amounted to GBP1.8 million (GBPNil at 31 December
2019, GBPNil at 30 June 2019). Basic and diluted loss per share
were 1.69p and 1.69p respectively (30 June 2019: 2.80p and 2.80p).
In line with the Company's current policy, no interim dividend is
proposed.
Operating loss for the Period was GBP2.9 million (GBP3.3 million
for the six months ended 30 June 2019). Research and development
expenditure in the Period was GBP0.9 million (GBP1.4 million for
the six months ended 30 June 2019). Administrative expenses were
GBP1.0 million during the Period (GBP0.9 million for the six months
ended 30 June 2019). The share based expense was GBP1.0 million
(GBP1.0 million for the six months ended 30 June 2019). Finance
costs for the Period were GBP0.4 million (GBP0.8 million for the
six months ended 30 June 2019). This arose due to the calculation
of fair value of the derivative financial asset - "Lanstead Sharing
Agreements", which resulted in a finance loss. Finance income for
the Period was GBP0.1 million (GBP4k for the six months ended 30
June 2019). It primarily arose due to foreign exchange gain in
relation to intercompany receivables.
Given the stage of ImmuPharma's development, the fact that
losses have continued to be made is to be expected since there is
minimal revenue and business activity is concerned with significant
investment in the form of clinical development expenditure, in
addition to maintaining the infrastructure of the Company.
Current Activities and Outlook
Despite the disruptions of Covid -19 pandemic, we have been
focused, in collaboration with our partner Avion, on expediting
Lupuzor(TM) into a new optimised, international Phase III study in
Lupus patients. With the SPA now submitted with the FDA, we await
final guidance on the protocol of the trial from the FDA, prior to
commencing patient recruitment.
We continue to progress our other R&D programs which
includes our anti-fungal Bio-AMP-B therapy, which has the potential
of progressing quickly through initial bio-equivalence trials.
Discussions for potential partnering opportunities continue. These
initiatives create further opportunities in the medium to long
term.
In response to strong investor interest this year, we are
delighted to welcome new and returning institutional and private
investors as part of three successful capital raisings. This has
created a robust financial position with an anticipated cash runway
until the end of 2023.
As we move our key asset, Lupuzor(TM) into a new international
optimised Phase III trial and continue to progress our development
pipeline, the investment thesis of ImmuPharma continues to
strengthen and we look forward to providing further value enhancing
progress updates over the next period to create long term
shareholder value for our shareholders.
In closing, the Board would like to take this opportunity to
thank its shareholders, new and longstanding, for their continued
support as well as its staff, corporate and scientific advisers and
our partners including, CNRS and Avion.
Tim McCarthy
Chairman
ImmuPharma plc
CONSOLIDATED INCOME STATEMENT
FOR THE PERIODED 30 JUNE 2020
Note Unaudited Audited Unaudited
6 months Year 6 months
ended ended ended
30 June 31 December 30 June
2020 2019 2019
GBP GBP GBP
Continuing operations
Revenue 62,207 77,925 11,737
Other operating income - 119,901 -
Research and development
expenses (924,263) (2,664,550) (1,362,933)
Administrative expenses (1,042,345) (1,831,395) (931,761)
Share based expense (953,034) (1,983,525) (1,005,101)
Operating loss (2,857,435) (6,281,644) (3,288,058)
Finance costs 4 (391,671) (526,734) (842,293)
Finance income 142,342 64,014 4,257
Loss before taxation (3,106,764) (6,744,364) (4,126,094)
Tax 147,423 620,774 225,250
Loss for the period (2,959,341) (6,123,590) (3,900,844)
Attributable to:
Equity holders of the parent
company (2,959,341) (6,123,590) (3,900,844)
Loss per ordinary share
Basic and diluted 2 (1.69)p (3.99)p (2.80)p
ImmuPharma plc
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIODED 30 JUNE 2020
Unaudited Audited Unaudited
6 months Year 6 months
ended ended 31 ended
30 June December 30 June
2020 2019 2019
GBP GBP GBP
Loss for the financial period (2,959,341) (6,123,590) (3,900,844)
Other comprehensive income
Items that will not be reclassified
subsequently to profit or loss:
Fair value gain/(loss) on investment 472,728 (1,309,090) -
Fair value gain on warrants 481,357 - -
Total items that will not be
reclassified subsequently to
profit or loss 954,085 (870,280) 75,594
Items that may be reclassified
subsequently to profit or loss:
Exchange differences on translation
of foreign operations 91,651 438,810 75,594
Total items that may be reclassified
subsequently to profit or loss 91,651 (870,280) 75,594
Other comprehensive income/(loss)
for the period 1,045,736 (870,280) 75,594
Total comprehensive loss for
the period (1,913,605) (6,993,870) (3,825,250)
ImmuPharma plc
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2020
Note Unaudited Audited Unaudited
30 June 31 December 30 June
2020 2019 2019
GBP GBP GBP
Non-current assets
Intangible assets 502,062 478,960 500,077
Property, plant and equipment 276,302 206,744 133,714
Financial asset 1,645,483 690,910 2,000,000
Derivative financial asset 4 760,011 843,147 1,014,592
Total non-current assets 3,183,858 2,219,761 3,648,383
Current assets
Trade and other receivables 162,125 153,609 257,216
Cash and cash equivalents 2,713,903 1,364,840 2,258,951
Current tax asset 147,882 606,157 978,921
Derivative financial asset 4 1,774,001 1,456,714 857,298
Total current assets 4,797,911 3,581,320 4,352,386
Current liabilities
Financial liabilities -
borrowings (30,376) (26,778) (96,961)
Trade and other payables (237,541) (505,089) (444,398)
Convertible loans (236,647) - -
Total current liabilities (504,564) (531,867) (541,359)
Net current assets 4,293,347 3,049,453 3,811,027
Non-current liabilities
Convertible loans 5 (1,598,795) - -
Net assets 5,878,410 5,269,214 7,459,410
EQUITY
Ordinary shares 18,301,093 16,736,093 13,946,744
Share premium 27,122,305 27,187,316 27,320,145
Merger reserve 106,148 106,148 106,148
Other reserves 2,544,800 1,430,337 2,745,217
Retained earnings (42,195,936) (40,190,680) (36,658,844)
Total equity 5,878,410 5,269,214 7,459,410
ImmuPharma plc
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIODED 30 JUNE 2020
Other Other
reserves reserves- Other
Other Other - New reserves
reserves reserves Equity equity -
Merger - - shares shares Convertible Retained
Share Share reserve Acquisition Translation to be to be option Earnings Total
capital premium reserve Reserve issued issued reserve equity
GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP
At 1 January
2019 13,946,744 27,320,145 106,148 (3,541,203) (1,789,497) 4,338,702 - - (32,758,000) 7,623,039
Loss for the
financial
period - - - - - - - - (3,900,844) (3,900,844)
Exchange
differences
on
translation
of foreign
operations - - - - 75,594 - - - - 75,594
Share based
payments - - - - - 1,005,101 - - - 1,005,101
New shares to
be issued - - - - - - 2,656,520 - - 2,656,520
------------ ------------ ---------- -------------- ---------------------- ----------- ----------- -------------- -------------- -----------------------------
At 30 June
2019 13,946,744 27,320,145 106,148 (3,541,203) (1,713,903) 5,343,803 2,656,520 - (36,658,844) 7,549,410
============ ============ ========== ============== ====================== =========== =========== ============== ============== =============================
At 1 January
2019 13,946,744 27,320,145 106,148 (3,541,203) (1,789,497) 4,338,702 - - (32,758,000) 7,623,039
Loss for the
financial
year - - - - - - - - (6,123,590) (6,123,590)
Exchange
differences
on
translation
of foreign
operations - - - - 438,810 - - - - 438,810
Transactions
with owners:
Share based
payments - - - - - 1,983,525 - - - 1,983,525
New issue of
equity
capital 2,789,349 - - - - - - - - 2,789,349
Cost of new
issue of
equity
capital - (132,829) - - - - - - - (132,829)
Fair value
loss on
investments - - - - - - - - (1,309,090) (1,309,090)
------------ ------------ ---------- -------------- ---------------------- ----------- ----------- -------------- -------------- -----------------------------
At 31
December
2019
& 1 January
2020 16,736,093 27,187,316 106,148 (3,541,203) (1,350,687) 6,322,227 - - (40,190,680) 5,269,214
============ ============ ========== ============== ====================== =========== =========== ============== ============== =============================
Loss for the
financial
period - - - - - - - - (2,959,341) (2,959,341)
Exchange
differences
on
translation
of foreign
operations - - - - 91,651 - - - - 91,651
Transactions
with owners:
Share based
payments - - - - - 953,034 - - - 953,034
New issue of
equity
capital 1,565,000 - - - - - - - - 1,565,000
Cost of new
issue of
equity
capital - (65,011) - - - - - - - (65,011)
Fair value
gain on
investments - - - - - - - - 472,728 472,728
Equity
element of
convertible
debt - - - - - - - 69,778 - 69,778
Fair value
gain on
warrants - - - - - - - - 481,357 481,357
------------ ------------ ---------- -------------- ---------------------- ----------- ----------- -------------- -------------- -----------------------------
At 30 June
2020 18,301,093 27,122,305 106,148 (3,541,203) (1,259,036) 7,275,261 - 69,778 (42,195,936) 5,878,410
============ ============ ========== ============== ====================== =========== =========== ============== ============== =============================
Attributable
to:-
Equity
holders of
the
parent
company 18,301,093 27,122,305 106,148 (3,541,203) (1,259,036) 7,275,261 - 69,778 (42,195,936) 5,878,410
============ ============ ========== ============== ====================== =========== =========== ============== ============== =============================
ImmuPharma plc
CONSOLIDATED STATEMENT OF CASHFLOWS
FOR THE PERIODED 30 JUNE 2020
Note Unaudited Audited Unaudited
6 months Year 6 months
ended ended ended
30 June 31 December 30 June
2020 2019 2019
GBP GBP GBP
Cash flows from operating
activities
Cash used in operations 3 (2,095,047) (4,963,710) (2,687,173)
Tax 640,198 746,369 -
Interest paid (1,373) (4,045) (1,581)
Net cash used in operating
activities (1,456,222) (4,221,386) (2,688,754)
Investing activities
Purchase of property,
plant and equipment (83,239) (107,111) (4,502)
Interest received 100,825 5,743 4,257
Net cash generated from/(used
in investing activities 17,586 (101,368) (245)
Financing activities
Decrease in bank overdraft (212) (14) (110)
New loans/(loan repayments) 1,942 (89,205) (23,739)
Settlements from Sharing
Agreement 655,065 414,930 -
Gross proceeds from issue
of new share capital 1,500,000 2,656,520 -
Funds deferred per Sharing
Agreement (1,300,000) (2,656,520) -
Proceeds from issue of convertible
liability 1,905,220 - -
Net cash generated from/(used
in) financing activities 2,762,015 325,711 (23,849)
Net increase/(decrease) in
cash and cash equivalents 1,323,379 (3,997,043) (2,712,848)
Cash and cash equivalents
at start of period 1,364,840 4,911,448 4,911,448
Effects of exchange rates
on cash and
cash equivalents 25,684 450,435 60,351
Cash and cash equivalents
at end of period 2,713,903 1,364,840 2,258,951
ImmuPharma plc
NOTES TO THE CONSOLIDATED INTERIM ACCOUNTS FOR THE PERIODED 30
JUNE 2020
1 ACCOUNTING POLICIES
Basis of preparation
The interim financial information in this report has been
prepared using accounting policies consistent with IFRS as adopted
by the European Union. IFRS is subject to amendment and
interpretation by the International Accounting Standards Board
(IASB) and the IFRS Interpretations Committee and there is an
ongoing process of review and endorsement by the European
Commission. The financial information has been prepared on the
basis of IFRS to be adopted by the European Union and applicable as
at 31 December 2020. The Group has chosen not to adopt IAS 34
"Interim Financial Statements" in preparing the interim financial
information.
The accounting policies applied are consistent with those that
were applied to the financial statements for the year ending 31
December 2019.
Non-Statutory accounts
The financial information set out in this interim report does
not constitute the Group's statutory accounts, within the meaning
of Section 434 of the Companies Act 2006. The statutory accounts
for the year ended 31 December 2019 have been filed with Registrar
of Companies. The auditors reported on those accounts; their report
was unqualified, did not contain a statement under either Section
498 (2) or Section 498 (3) of the Companies Act 2006 but did
include emphasis of matter paragraphs relating to going concern and
the carrying value of Parent Company's investment in subsidiaries
and receivables due from group undertakings. The financial
information for the 6 months ended 30 June 2020 and 30 June 2019 is
unaudited.
Copies of this statement will be available on the Company's
website - www.immupharma.com.
ImmuPharma plc
NOTES TO THE CONSOLIDATED INTERIM ACCOUNTS FOR THE PERIODED 30
JUNE 2020
(Continued)
2 LOSS PER SHARE
Unaudited Audited Unaudited
6 months Year ended 6 months
ended 30 31 December ended
June 2020 2019 30 June
2019
GBP GBP GBP
Loss
Loss for the purposes of basic
and diluted loss per share
being net loss attributable
to equity shareholders (2,272,823) (7,206,549) (3,900,844)
Number of shares
Weighted average number of
ordinary shares for the purposes
of basic loss per share 174,969,760 153,452,385 139,467,430
Basic loss per share (1.69)p (3.99)p (2.80)p
Diluted loss per share (1.69)p (3.99)p (2.80)p
There is no difference between basic loss per share and diluted
loss per share as the share options and warrants are
anti-dilutive.
ImmuPharma plc
NOTES TO THE CONSOLIDATED INTERIM ACCOUNTS FOR THE PERIODED 30
JUNE 2020
(Continued)
3 CASH USED IN OPERATIONS
Unaudited Audited Unaudited
6 months Year ended 6 months
ended 31 December ended
30 June 2019 30 June
2020 2019
GBP GBP GBP
Operating loss (2,857,435) (6,281,644) (3,288,058)
Depreciation & amortisation 43,903 88,038 50,946
Share based payments 953,034 1,983,525 1,005,101
Decrease/(increase) in trade
& other receivables (8,516) 177,878 72,517
(Decrease)/increase in trade
& other payables (267,550) (408,818) (469,509)
Gain/(loss) on foreign
exchange 41,517 (522,689) (58,170)
Cash used in operations (2,095,047) (4,963,710) (2,687,173)
ImmuPharma plc
NOTES TO THE CONSOLIDATED INTERIM ACCOUNTS FOR THE PERIODED 30
JUNE 2020
(Continued)
4 DERIVATIVE FINANCIAL ASSET
In June 2019, as part of a placing that raised, in aggregate,
GBP2.66 million (before expenses) from new and existing
shareholders, the Company issued 26,565,200 new ordinary
shares to Lanstead Capital LP ('Lanstead') at a price of
10p per share for GBP2.66 million. All of the shares with
full voting rights were allotted to Lanstead on 2 July 2019.
The Company simultaneously entered into a Sharing Agreement
with Lanstead for 100% of these shares with a reference
price of 13.33p per share. The Sharing Agreement is for
a 24 month period.
On 2 July 2019, the Company also issued, in aggregate, a
further 1,328,290 new ordinary shares to Lanstead as a value
payment in connection with the Share Subscription and the
Sharing Agreement.
On 30 March 2020 as part of placing that raised GBP1.3 million
(before expenses), the company issued 13,000,000 new ordinary
shares to Lanstead Capital LP ("Lanstead") at a price 10
pence per share for GBP1.3 million. Similarly to the Sharing
Agreement entered in June 2019, the Company entered into
a Sharing Agreement with Lanstead for 100% of these shares
with a reference price of 13.33p per share. The Sharing
Agreement is for a 24 month period.
The Company also issued, in aggregate, a further 650,000
new ordinary shares to Lanstead as a value payment in connection
with the Share Subscription and the Sharing Agreement.
The actual consideration is variable depending upon the
Company's share price. Both Sharing Agreements are treated
as a derivative financial asset and valued at fair value
through the income statement with reference to the Company's
share price as at the end of the accounting period.
At the end of the accounting period the amount receivable
is restated to fair value based upon the share price of
the Company at that date. Any change in the fair value of
the derivative financial asset is reflected in the income
statement. As at 30 June 2020, the Company completed a calculation
of fair value of the derivative financial asset that resulted
in a fair value loss of GBP392k (GBP785k loss at 30 June
2019) which was recorded in the income statement. The restatement
to fair value will be calculated at the end of each accounting
period during the course of the Sharing Agreement and will
vary according to the Company's share price performance.
5 CONVERTIBLE LOAN NOTES
On 10 June 2020, the Company issued GBP2.4m/$3.0m (face value)
convertible loan notes. The proceeds received equated to
GBP2.1m/$2.7m (before expenses of GBP0.2m/$0.3m).
The value of liability component and the equity conversion
component were determined at the date the instrument was issued.
The fair value of the liability was calculated at the rate of
interest for similar debt without the conversion option of
19.90%.
On initial recognition the value of the equity amounted to
GBP70k and the liability amounted to GBP1,835k.
The summary of the key terms of the loan notes is as
follows.
Term 18 months
Conversion price 17.96p, which is equivalent to
120% of the Volume Weighted Average
Price ("VWAP") of the ordinary
shares for 09 June 2020
---------------------------------------
Conversion by the Company During the maturity period, if
the VWAP on each of at least
20 consecutive trading days shall
be equal to or have exceeded
35.92p (200% of the Conversion
Price)
---------------------------------------
Security All amounts failing due under
the Convertible Loan Notes will
be secured by debenture constituting
a first-ranking fixed and floating
charge over all the assets of
the Company (the "Debenture")
---------------------------------------
Coupon & Payment 10% per annum, payable quarterly
in arrears
---------------------------------------
6. SUBSEQUENT EVENTS
On 2 September 2020 ImmuPharma plc raised GBP6.5 million,
(before expenses of an approximate GBP0.6 million) via an
oversubscribed placing of 59,090,909 new ordinary shares of 10p
each in the Company at a price of 11p per share with Stanford
Capital Partners Limited ("SCP"), SI Capital Limited ("SI") and
SPARK Advisory Partners Limited ("SPARK"). The placing price
represents a 27.6% discount to the 7 day volume weighted average
price of the Company's shares on AIM on 1 September 2020.
In connection with their services in relation to the placing,
the Company has issued warrants over 1,213,920 ordinary shares with
an exercise price of 11p per share to SCP and issued warrants over
1,213,920 ordinary shares with an exercise price of 11p per share
to SI. These warrants have an exercise period expiring on 2
September 2030.
As a consequence of this placing, pursuant to the terms of the
convertible security deed ("CSD") dated 10 June 2020 with Lind
Global Macro Fund, LP ("Lind") and L1Capital Global Opportunities
Master Fund ("L1"), (i) the conversion price stated in the CSD
(previously 17.96p) has been adjusted downwards to the placing
price of 11p, meaning that, upon conversion in full of the CSD,
21,369,354 new ordinary shares (subject to adjustment at the time
of conversion by reference to the sterling - US dollar exchange
rate at the time) would be issued in aggregate to L1 and Lind
(compared to 13,086,619 previously); and (ii) under the option
deed, both the option exercise price and the number of shares
subject to the options will vary. In aggregate, following the
placing, 25,640,254 ordinary shares (compared to 15,703,942
previously) are subject to the option deed at an option exercise
price of 11p per share.
On 2 September 2020, the Company allotted 682,242 new ordinary
shares to Allele Capital Partners ("Allele") at an agreed issue
price of 16.57p per share.
On 3 September 2020 L1 converted in total $150,000 (plus accrued
but unpaid interest) of the convertible security. The conversion
price was 11p per share resulting in the issue by the Company of
1,045,046 new ordinary shares of 10p each in the Company.
On 8 September 2020, as a consequence of the convertible
security deeds and option deeds with L1 Capital Global
Opportunities Master Fund ("L1") and Lind Global Macro Fund LP
("Lind"), the benchmark price referred to in the two Lanstead
sharing agreements has increased from 13.33p to 20p. The varied
benchmark price of 20p applies to 13 monthly settlements remaining
under the sharing agreement dated 26 June 2019 and 22 monthly
settlements under the sharing agreement dated 30 March 2020. The
future receipts under the Lanstead sharing arrangements will be 50%
lower based on this variation.
On 9 September 2020 L1 converted in total $200,000 (plus accrued
but unpaid interest) of the convertible security. The conversion
price was 11p per share resulting in the issue by the Company of
1,429,938 new ordinary shares of 10p each in the Company.
On 10 September 2020, Lind converted $150,000 of the convertible
security issued pursuant to the convertible security deed dated 10
June 2020. The conversion price is 11p per share resulting in the
issue by the Company of 1,026,750 new ordinary shares of 10p each
in the Company.
On 22 September 2020, following the share placing by ImmuPharma
plc on 2 September 2020, in accordance with the terms of the
convertible security deed, Lind has requested repayment of part of
its convertible security. The amount repaid amounted to
$1,068,762.
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END
IR LLMPTMTBTBBM
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