TIDMROQ
RNS Number : 3722A
Roquefort Therapeutics PLC
23 September 2022
23 September 2022
Roquefort Therapeutics plc
("Roquefort Therapeutics" or the "Company")
Interim Results to 30 June 2022
Roquefort Therapeutics (LSE:ROQ, OTCQB:ROQAF), the Main Market
listed biotech company focused on developing first in class drugs
in the high value and high growth oncology segment, is pleased to
present its interim results for the six-month period ended 30 June
2022 (the "period" or "H1").
Highlights
-- Collaborative work with Murdoch University, Western Australia
to design and test a novel series of gene silencing reagents,
antisense oligonucleotides, targeting Midkine
-- Positive pre-clinical trials results demonstrated that the
Company's lead oligonucleotide drug candidates significantly reduce
Midkine levels seen in human cancer cells
-- Portfolio review including the Midkine antibody programs to assess commercial potential
-- Midkine patent filed following positive pe-clinical in vitro trials
-- Significantly strengthened the Board with two highly
experienced sector NED appointments, Jean Duvall and Simon
Sinclair
-- Professor Trevor Jones appointment as advisor to the Board
-- Announced on 22 June 2022 a conditional share sale and
purchase agreement with the shareholders of Oncogeni Limited
("Oncogeni"), a UK biotech company developing novel patented cancer
medicines and a placing to raise GBP1 million at a price of 14p per
share
-- Cash at period end of GBP3,328,573 and for the 6 months to 30
June 2022, net loss of GBP762,281
Post Period End Highlights
-- Completion of Oncogeni acquisition for GBP5.5 million, a
successful GBP1 million fundraise and key board appointments:
o Ajan Reginald as CEO and Professor Sir Martin Evans as Group
Chief Scientific Officer, Darrin Disley as NED
-- Company has pivoted towards a material oncology business with
four fully funded, novel, patent-protected pre-clinical anti-cancer
medicines
-- Near-term clinical trial application and licensing
opportunities from advanced stage of development of Midkine and
siRNA products
-- State of the art facility located in Stratford-upon-Avon
which has the infrastructure required for the pre-clinical
development of the Group's portfolio of antibodies,
oligonucleotides and cell and gene therapies
-- On 15 July 2022, the Company announced that trading in the
Company's Ordinary Shares had commenced on the OTCQB Venture Market
in the United States with the ticker: ROQAF
Outlook
-- Potential to drive significant value from our novel oncology programs
-- Management is targeting clinical readiness for one of its
development programs during H2 2023
Chairman Statement
I am pleased to present the interim financial statements to
shareholders for the six months ending 30 June 2022.
The Company made encouraging progress with its pre-clinical
program and on 17 January 2022 completed the first stage screening
of a novel series of gene silencing reagents targeting Midkine,
with the most promising lead drugs selected. The lead compounds
were synthesised in preparation for in vitro experiments to test
efficacy in altering cancer cell properties. This is a
first-in-class drug target with significant clinical potential and
we believe the targeted delivery of Midkine inhibiting RNA
therapeutic drugs to tumours represents a novel anti-cancer
treatment strategy.
Following the positive pre-clinical trials, the Company
announced on 21 March 2022 that it had filed its first composition
of matter provisional patent application for a new class of RNA
therapeutic drugs targeting Midkine. The in vitro experiments
generated very positive results demonstrating that the Company's
lead oligonucleotide drug candidates significantly reduce Midkine
levels seen in human cancer cells.
In order to drive the Company further towards commercialisation,
Roquefort Therapeutics strengthened the team with three
appointments from the pharmaceutical industry, each of whom add
significant relevant expertise in drug development, commercialising
programs and driving pre-clinical and clinical programs. As such,
I'd like to again welcome Professor Trevor Jones, as strategic and
scientific advisor to the Board who joined the Company on 14
February 2022, and Ms Jean Duvall and Dr Simon Sinclair as
Non-Executive Directors, who joined on 5 April and 20 April 2022,
respectively. All three appointments will help further the
Company's ability to capitalise on the significant growth potential
that Midkine inhibiting drugs offer.
The collaboration with Murdoch University continued to yield
encouraging results with the Company's lead oligonucleotide drug
candidates. In addition, following a review of the wider portfolio
acquired with Lyramid, it resulted in the conclusion that two of
the antibody programs have high commercial potential and we will
therefore be accelerating development of those as we aim to be the
first to market with an anti-Midkine oncology antibody. These
developments broaden the commercial potential within the Company
and enhance the upside value that we believe can be delivered as we
progress the programs.
On 22 June 2022, Roquefort Therapeutics announced that it had
entered into a conditional share sale and purchase agreement with
Oncogeni Ltd, a UK biotech company developing novel patented cancer
medicines, pursuant to which Roquefort Therapeutics had agreed to
acquire the entire issued share capital of Oncogeni for an
aggregate consideration to be satisfied by the issue of 50,000,000
new ordinary shares in the Company. I am pleased to say that
following the publication of a prospectus, the acquisition
completed on 16 September 2022.
Post Period End
On 16 September 2022, we completed the fundraise and the
acquisition of Oncogeni, which pivots Roquefort Therapeutics into a
material oncology biotech company with a pre-clinical anti-cancer
portfolio that is patent protected and fully funded to clinical
trial submission.
The Roquefort Therapeutics p ortfolio consists of four fully
funded, novel, patent-protected pre-clinical anti-cancer medicines.
The highly complementary profile of four best-in-class medicines
consists of:
-- Midkine antibodies with significant in vivo efficacy and toxicology studies;
-- Midkine RNA therapeutics with novel anti-cancer gene editing action;
-- Mesodermal Killer (MK) cells, are a new class of cellular
medicine engineered to kill cancer both directly and by enhancing
the activity of Natural Killer cells; and
-- Novel siRNAs (small interfering RNA) inhibit STAT-6, to kill solid tumours.
The Company now has the potential to meet significant value
inflection with the average valuation of biotech companies with a
single lead asset completing pre-clinical development being circa
US$71 million (GBP55 million, 2005-2020) [1] . In that context, now
that Roquefort Therapeutics has four lead assets, we believe the
Company and its IP represents a highly compelling value
proposition.
In addition to the expanded portfolio, Roquefort Therapeutics
now has a state-of-the-art laboratory and manufacturing facility
which provides the Group with major cost saving and time advantages
as we progress through the pre-clinical stage of development. In
addition, the acquisition strengthens our Board and senior
management team with complementary skills and expertise, and I am
very excited with the team we have in place to drive our programs
forward and to realise value.
We further strengthened the Roquefort Therapeutics senior team
by welcoming Ajan Reginald as CEO, Professor Sir Martin Evans as
Group Chief Scientific Officer and Dr Darrin Disley as NED to the
Board of Roquefort Therapeutics, and Professor Armand Keating as
Roquefort Therapeutics' new independent Chief Medical Advisor. Sir
Martin Evans, a Nobel Prize winning scientist for his work in
embryonic stem cells and DNA research will be incredibly valuable
as Group Chief Scientific Officer throughout our preclinical
studies. Ajan Reginald's experience in commercialisation both
within big pharma and in biotech will be invaluable as we look to
achieve value in this high growth segment of life sciences. Dr
Darrin Disley is a great addition as Non-Executive Director, and
his expertise in fundraising and value creation is incredibly
complementary to our existing Board of Directors. Professor Keating
is a renowned expert in anti-cancer cell therapy, a key area of
Roquefort Therapeutics' research and is a welcome addition as Chief
Medical Advisor. The quality and industry standing of the team
assembled reflects the opportunity of the science being progressed
by Roquefort Therapeutics.
Outlook
Roquefort Therapeutics has achieved a great deal in the
reporting period, as demonstrated by the significant progress made
with our oligonucleotide Midkine programs and following a review of
the wider Lyramid portfolio we concluded that two of the antibody
programs have high commercial potential and we will therefore be
accelerating development in that area. Following the acquisition of
Oncogeni, we are a material oncology focused biotech business. It
is very rare for a company of our size and valuation to have four
substantial anti-cancer pre-clinical assets, and we have the
potential to drive significant value from our novel oncology
programs. We aim to have one program clinic ready during H2 2023,
as we are now better placed with Oncogeni to complete the value
milestone of IND / CTA filings. The team we have in place now is
truly world class, with a proven track record in drug development
which will help drive innovation and ultimately value in our
portfolio of oncology drugs, and I am confident in the prospects of
Roquefort Therapeutics. I look forward to providing shareholders
with progress of our programs over the next few months. Finally I
would like to thank shareholders for their continued support of
Roquefort Therapeutics and to welcome new shareholders.
Financial Review
For the 6 months to 30 June 2022, the Group reported a net loss
of GBP762,281, mostly relating to administrative expenses. The
Group maintained a strong balance sheet position at 30 June 2022,
most notably holding cash at period end of GBP3,328,573.
Directors
The following directors have held office during the period to 30
June 2022:
Mr Stephen West, Executive Chairman
Dr Michael Stein, Non-Executive Director
Mr Simon Sinclair, Non-Executive Director (appointed 20 April
2022)
Ms Jean Duvall, Non-Executive Director (appointed 5 April
2022)
Mr Mark Freeman, Non-Executive Director (resigned 16 September
2022)
Mr Mark Rollins, Non-Executive Director (resigned 4 April
2022)
Corporate Governance
The UK Corporate Governance Code (September 2014) ("the Code"),
as appended to the Listing Rules, sets out the Principles of Good
Corporate Governance and Code Provisions which are applicable to
listed companies incorporated in the United Kingdom. As a standard
listed company, the Company is not subject to the Code; however,
the Board acknowledges the importance of high standards of
corporate governance and endeavours, given the Company's size and
the constitution of the Board, to comply with the principles set
out in the QCA Corporate Governance Code. The QCA Code sets out a
standard of minimum best practice for small and mid-size quoted
companies.
Responsibility Statement
The Directors are responsible for preparing the Unaudited
Interim Condensed Financial Statements in accordance with the
Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority ("DTR") and with International Accounting
Standard 34 on Interim Reporting ("IAS 34"). The directors confirm
that, to the best of their knowledge, this condensed interim report
has been prepared in accordance with IAS 34 as adopted by the
European Union. The interim management report includes a fair
review of the information required by DTR 4.2.7 and DTR 4.2.8,
namely:
-- an indication of important events that have occurred during
the six months ended 30 June 2022 and their impact on the condensed
financial statements for the period, and a description of the
principal risks and uncertainties for the remaining six months of
the financial year; and
-- related party transactions that have taken place in the six
months ended 30 June 2022 and that have materially affected the
financial position of the performance of the business during that
period.
S
Enquiries:
Roquefort Therapeutics plc
Stephen West (Chairman) / Ajan +44 (0)20 3290
Reginald (CEO) 9339
Hybridan LLP (Joint Broker)
Claire Louise Noyce
Optiva Securities Limited (Joint +44 (0)203 764
Broker) 2341
+44 (0)20 3411
Christian Dennis 1881
Buchanan (Public Relations)
Ben Romney / Jamie Hooper / George +44 (0)20 7466
Beale 5000
LEI: 254900P4SISIWOR9RH34
ROQUEFORT THERAPEUTICS PLC - CONDENSED INTERIM FINANCIAL
STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
AS AT 30 JUNE 2022
U naudited Unaudited A udited
6 Month 6 Month Period
Period ended Period ended 31
30 June ended 30 December
2022 June 2021 2021
GBP GBP GBP
Notes
Revenue - - 719
Other income - - 130
Cost of goods - - (10,069)
Administrative expenses 7 (543,041) (301,232) (907,515)
Research and Development (69,288) - (698)
Amortisation of Intangible
assets 10 (149,952) - -
Operating loss (762,281) (301,232) (917,433)
Finance income/(expense) - - -
-------------- ----------- ----------
Loss before taxation (762,281) (301,232) (917,433)
Income tax 8 - - -
-------------- ----------- ----------
Loss for the period from
continuing operations (762,281) (301,232) (917,433)
-------------- ----------- ----------
Total loss for the period
attributable to equity holders
of the Company (762,281) (301,232) (917,433)
Other comprehensive loss - - -
-------------- ----------- ----------
Total comprehensive loss
attributable to equity holders
of the Company (762,281) (301,232) (917,433)
-------------- ----------- ----------
Basic and diluted earnings
per ordinary share (pence) 9 (2.05) (1.79) (3.71)
The notes form an integral part of the Unaudited Condensed
Interim Financial Statements.
ROQUEFORT THERAPEUTICS PLC - CONDENSED INTERIM FINANCIAL
STATEMENTS
CONSOLIDATED STATEMENT OF FINANICAL POSITION
AS AT 30 JUNE 2022
Unaudited Unaudited Audited
Period Period Period
ended 30 ended ended 31
June 2022 30 December
June 2021 2021
GBP GBP GBP
ASSETS Notes
NON-CURRENT ASSETS
Intangible assets 10 1,331,578 - 1,481,530
CURRENT ASSETS
Cash and cash equivalents 3,328,573 880,445 899,721
Trade and other receivables 11 98,520 13,241 2,178,783
------------ ----------- ----------
TOTAL ASSETS 4,758,671 893,686 4,560,034
------------ ----------- ----------
LIABILITIES
NON-CURRENT LIABILITIES
Deferred tax liabilities 281,911 - 281,911
CURRENT LIABILITIES
Trade and other payables 12 1,094,389 14,331 195,517
------------ ----------- ----------
TOTAL LIABILITIES 1,376,300 14,331 477,428
------------ ----------- ----------
NET ASSETS 3,382,371 879,355 4,082,606
------------ ----------- ----------
EQUITY
Share Capital 13 719,000 339,000 719,000
Share Premium 13 3,910,595 774,300 3,910,595
Share Based Payment Reserves 14 424,219 74,911 366,708
Retained Earnings (1,676,602) (308,856) (914,321)
Translation reserve 5,159 - 624
------------ ----------- ----------
TOTAL EQUITY 3,382,371 879,355 4,082,606
------------ ----------- ----------
The notes form an integral part of the Unaudited Condensed
Interim Financial Statements.
ROQUEFORT THERAPEUTICS PLC - CONDENSED INTERIM FINANCIAL
STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOW
AS AT 30 JUNE 2022
Unaudited Unaudited Audited
6 Month 6 Month Period
Period Period ended 31
ended 30 ended 30 December
June 2022 June 2021 2021
GBP GBP GBP
Cash flow from operating activities
Loss before income tax (762,281) (301,232) (996,068)
Adjustments for:
Share based payment 57,511 74,911 366,708
Foreign exchange (5,160) - 765
Non-cash adjustment - - (2,602)
Amortisation of intangible asset 149,952 - -
Changes in working capital:
Decrease / (increase) in receivables 2,083,286 (11,798) (2,130,636)
Increase / (decrease) in payables (121,325) 14,331 129,525
Decrease in Inventory - - 9,273
----------- ----------- ------------
Net cash used in operating activities 1,401,983 (223,788) (2,623,035)
Cash flow from investing activities
Acquisition of subsidiary, net
of cash acquired - - (1,106,225)
----------- ----------- ------------
Net cash used in investing activities - - (1,106,225)
Cashflows from financing activities
Proceeds from issue of ordinary
shares - 1,015,000 4,789,000
Share issue costs - (25,700) (159,405)
Proceeds from fundraise 1,015,000 - -
----------- ----------- ------------
Net cash used in financing activities 1,015,000 989,300 4,629,595
Net increase in cash and cash
equivalents
Net increase in cash held 2,416,983 765,511 900,335
Cash and cash equivalents at beginning
of the period 899,721 114,933 -
Foreign exchange impact on cash 11,869 - (614)
----------- ----------- ------------
Cash and cash equivalents at
end of the period 3,328,573 880,445 899,721
----------- ----------- ------------
The notes form an integral part of the Unaudited Condensed
Interim Financial Statements.
ROQUEFORT THERAPEUTICS PLC - CONDENSED INTERIM FINANCIAL
STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AS AT 30 JUNE 2022
Share Based
Ordinary Share Payment Retained Translation
capital Share Premium Reserves earnings Reserve Total equity
GBP GBP GBP GBP GBP GBP
--------------- -------------- --------------- --------------- ---------------- ---------------
As at 1
January 2022 719,000 3,910,595 366,708 (914,321) 624 4,082,606
Loss for the
period - - 57,511 (762,281) 4,535 (700,235)
--------------- -------------- --------------- --------------- ---------------- ---------------
As at 30 June
2022 719,000 3,910,595 424,219 (1,676,602) 5,159 3,382,371
--------------- -------------- --------------- --------------- ---------------- ---------------
Share
Ordinary Based
Share Share Payment Retained Translation Total
capital Premium Reserves earnings Reserve equity
GBP GBP GBP GBP GBP GBP
--------- ---------- ---------- ----------- ------------ ----------
At incorporation - - - - - -
On acquisition of subsidiary - - - 3,112 - 3,112
Loss for the Period - - - (917,433) 624 (916,809)
--------- ---------- ---------- ----------- ------------ ----------
Total comprehensive loss
for the period - - - (914,321) 624 (913,697)
Transactions with owners
Ordinary shares issued 719,000 4,070,000 - - - 4,789,000
Warrants issued - - 366,708 - - 366,708
Share issue costs - (159,405) - - - (159,405)
--------- ---------- ---------- ----------- ------------ ----------
Total transactions with owners 719,000 3,910,595 366,708 - - 4,996,303
--------- ---------- ---------- ----------- ------------ ----------
As at 31 December 2021 719,000 3,910,595 366,708 (914,321) 624 4,082,606
--------- ---------- ---------- ----------- ------------ ----------
Ordinary Share Share
Share capital Premium Based Payment Retained Total
Reserves earnings equity
GBP GBP GBP GBP GBP
--------------- --------- --------------- ----------- ----------
At 1 January 2021 124,000 - - (7,624) 116,376
Loss for the Period - - - (301,232) (301,232)
--------------- --------- --------------- ----------- ----------
Total comprehensive loss
for the period - - - (301,232) (301,232)
Transactions with owners
Ordinary shares issued 200,000 800,000 - - 1,000,000
Warrants issued - - 74,911 - 74,911
Warrants exercised 15,000 - - - 15,000
Share issue costs - (25,700) - - (25,700)
--------------- --------- --------------- ----------- ----------
Total transactions with owners 215,000 774,300 74,911 - 1,064,211
--------------- --------- --------------- ----------- ----------
As at 30 June 2021 339,000 774,300 74,911 (308,856) 879,355
--------------- --------- --------------- ----------- ----------
The notes form an integral part of the Unaudited Condensed
Interim Financial Statements.
ROQUEFORT THERAPEUTICS PLC - CONDENSED INTERIM FINANCIAL
STATEMENTS
NOTES TO THE INTERIM FINANCIAL INFORMATION
FOR THE 6 MONTHSED 30 JUNE 2022
1 General Information
The Company was incorporated on 17 August 2020 as a public
company in England and Wales with company number 12819145 under the
Companies Act.
The address of its registered office is Eccleston Yards, 25
Eccleston Place, London SW1W 9NF, United Kingdom.
The principal activity of the Company during the period ended 30
June 2022 was the development of Midkine inhibitors through
pre-clinical trials and, upon success, through clinical development
and commercialisation. Midkine is a novel therapeutic target that
provides a platform for drug development to treat numerous diseases
including severe inflammatory diseases, autoimmune disorders and
cancer.
The Company listed on the London Stock Exchange ("LSE") on 22
March 2021.
The condensed consolidated interim financial statements of the
Group have been prepared in accordance with UK adopted
International Accounting Standards as issued by the UK Accounting
Standards Board (ASB). They have been prepared under the assumption
that the Group operates on a going concern basis.
2 New Standards and Interpretations
There were no new standards or interpretations adopted by the
Company in the period.
Standards, amendments and interpretations that are not yet
effective and have not been early adopted are as follows:
Standard Impact on initial application Effective date
------------------- --------------------------------- --------------
IFRS 3 Reference to Conceptual Framework 1 January 2022
--------------------------------- --------------
IAS 37 Onerous contracts 1 January 2022
--------------------------------- --------------
IAS 16 Proceeds before intended use 1 January 2022
--------------------------------- --------------
Annual improvements 2018-2020 Cycle 1 January 2022
--------------------------------- --------------
IFRS 17 Insurance contracts 1 January 2023
--------------------------------- --------------
IAS 8 Accounting estimates 1 January 2023
--------------------------------- --------------
IAS 1 Classification of Liabilities 1 January 2023
as Current or Non-Current.
--------------------------------- --------------
The Directors are evaluating the impact of the new and amended
standards above. The Directors believe that these new and amended
standards are not expected to have a material impact on the
financial statements of the Group.
3 Summary of Significant Accounting Policies
Basis of Preparation
These condensed consolidated interim financial statements do not
comprise statutory accounts within the meaning of section 434 of
the Companies Act 2006. Statutory accounts for the year ended 31
December 202 1 were approved by the Board of Directors on 10 May
202 2 and delivered to the Registrar of Companies. The report of
the auditors on those accounts was unqualified, did not contain an
emphasis of matter paragraph and did not contain any statement
under section 498 of the Companies Act 2006.
These condensed consolidated interim financial statements have
been prepared in accordance with the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority and with IAS
34 "Interim Financial Statements." The condensed consolidated
interim financial statements do not include all disclosures that
would otherwise be required in a complete set of financial
statements but have been prepared in accordance with the existing
accounting policies of the Company. The condensed consolidated
interim financial statements should be read in conjunction with the
annual financial statements for the year ended 31 December 2021,
which have been prepared in accordance with UK adopted
International Accounting Standards and the Companies Act 2006.
The condensed consolidated interim financial statements for the
period ended 30 June 2022 are unaudited.
The condensed consolidated interim financial statements are
presented in GBP unless otherwise stated, which is the Company's
functional and presentational currency.
Going concern
The preparation of the financial statements requires an
assessment on the validity of the going concern assumption.
The Directors, having made due and careful enquiry, are of the
opinion that the Company and the Group have adequate working
capital to execute its operations over the next 12 months. As a
result, the Directors have adopted the going concern basis of
accounting in the preparation of the interim financial
statements.
Furthermore, the Directors acknowledge that COVID-19 has had,
and will continue to have, a significant adverse impact on the
global economy. The Directors do not believe that COVID-19's impact
on the global economy gives rise to a material uncertainty in
respect of the Company's going concern status due to the Company
not being dependent on future financing being obtained in the going
concern period.
Accounting policies
The same accounting policies, presentation and methods of
computation have been followed in these condensed consolidated
interim financial statements as were applied in the preparation of
the Company's and the Group's financial statements for the period
ended 31 December 2021.
Segment reporting
The Company considers it has one operating segment and therefore
the results are as presented in the primary statements.
Forward-looking statements
Certain statements in this condensed set of consolidated interim
financial statements are forward looking. Although the Group
believes that the expectations reflected in these forward-looking
statements are reasonable, we can give no assurance that these
expectations will prove to be correct. As these statements involve
risks and uncertainties, actual results may differ materially from
those expressed or implied by these forward-looking statements. We
undertake no obligation to update any forward-looking statements,
whether as a result of new information, future events or
otherwise.
4 Critical accounting estimates and judgments
In preparing the condensed consolidated interim financial
statements, the Directors have to make judgments on how to apply
the Company's accounting policies and make estimates about the
future. Estimates and judgements are continuously evaluated based
on historical experiences and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances. In the future, actual experience may deviate from
these estimates and assumptions.
Actual results may differ from these estimates. In preparing
these condensed consolidated interim financial statements, the
significant judgements made by management in applying the Group's
accounting policies and the key sources of estimation uncertainty
were the same as those that applied to the financial statements for
the year ended 31 December 2021.
5 Financial risk management
The Group's activities expose it to a variety of financial
risks, including market risk (which includes currency risk and
interest rate risk), credit risk and liquidity risk. The condensed
consolidated interim financial statements do not include all
financial risk management information and disclosures required in
the annual financial statements; they should be read in conjunction
with the Group's annual financial statements as at 31 December
2021. There have been no changes in any risk management policies
since the year.
6 Directors' Remuneration
Total Directors' remuneration for the period was as follows:
Period ended Period ended Period ended
30 June 30 June 31 December
2022 2021 2021
GBP GBP GBP
---------------------------- ------------- ------------- -------------
Fees to directors 80,286 16,613 47,301
Bonus - - 10,000
Share based payment charge 38,341 6,833 178,053
118,627 23,446 235,354
---------------------------- ------------- ------------- -------------
7 Operating Loss
Operating loss from continued operations:
Period ended Period ended Period ended
30 June 30 June 31 December
2022 2021 2021
GBP GBP GBP
-------------------------------------------- ------------- ------------- -------------
Costs associated with the IPO - (182,053) (182,053)
Directors' and employee costs (149,586) (16,613) (59,607)
Share based payments (57,511) (6,833) (248,326)
Costs on the acquisition of Lyramid - - (224,744)
Costs associated with Oncogeni acquisition (10,000) - -
Consulting and professional fees (156,703) (76,874) (156,972)
OTC Listing costs (19,168) - -
Other expenditure (150,073) (18,859) (35,813)
-------------------------------------------- ------------- ------------- -------------
(543,041) (301,232) (907,515)
-------------------------------------------- ------------- ------------- -------------
8 Income Tax
Period ended Period ended Period ended
30 June 30 June 31 December
2022 2021 2021
GBP GBP GBP
------------------- ------------- ------------- -------------
Current tax - - -
Deferred tax - - -
------------------- ------------- ------------- -------------
Income Tax expense - - -
------------------- ------------- ------------- -------------
Income tax can be reconciled to the loss in the statement of
comprehensive income as follows:
Period ended Period ended Period ended
30 June 30 June 31 December
2022 2021 2021
GBP GBP GBP
----------------------------------- ------------- ------------- -------------
Loss before taxation (762,281) (301,232) (917,433)
----------------------------------- ------------- ------------- -------------
Tax at the UK corporation
tax rate of 19% 144,833 57,234 174,312
Effect of overseas tax rate 11,279 - 867
Tax losses on which no deferred
tax asset has been recognised (156,112) (57,234) (175,179)
----------------------------------- ------------- ------------- -------------
Total tax (charge) / credit - - -
----------------------------------- ------------- ------------- -------------
9 Earnings per Ordinary Share
Period ended Period ended Period ended
30 June 30 June 31 December
2022 2021 2021
GBP GBP GBP
------------------------------- ------------- ------------- -------------
Loss attributable to equity
shareholders (762,281) (301,232) (917,433)
------------------------------- ------------- ------------- -------------
Weighted number of ordinary
shares in issue 37,209,663 16,832,177 24,701,793
------------------------------- ------------- ------------- -------------
Basic and diluted loss
per share in pence (2.05) (1.79) (3.71)
------------------------------- ------------- ------------- -------------
10 Intangible assets
Period ended Period ended Period ended
30 June 30 June 31 December
2022 2021 2021
GBP GBP GBP
------------------------------- ------------- ------------- -------------
Cost at beginning of period 1,481,530 - -
Acquired Goodwill in period - - 281,911
Acquired Licences in period - - 1,199,619
------------------------------- ------------- ------------- -------------
Cost at end of period 1,481,530 - 1,481,530
------------------------------- ------------- ------------- -------------
Amortisation at beginning
of period - - -
Charge in period (149,952) - -
------------------------------- ------------- ------------- -------------
Amortisation at period
end (149,952) - -
------------------------------- ------------- ------------- -------------
Carrying value at period
end 1,331,578 - 1,481,530
------------------------------- ------------- ------------- -------------
11 Trade and other receivables
Period ended Period ended Period ended
30 June 30 June 31 December
2022 2021 2021
GBP GBP GBP
------------------------- ------------- ------------- -------------
Trade receivables - - 17,825
Prepayments and accrued
income 65,344 6,607 25,927
Other receivables 33,176 6,634 2,135,031
------------------------- ------------- ------------- -------------
98,520 13,241 2,178,783
------------------------- ------------- ------------- -------------
12 Trade and other payables
Period ended Period ended Period ended
30 June 30 June 31 December
2022 2021 2021
GBP GBP GBP
------------------------------ ------------- ------------- -------------
Trade creditors 36,997 5,259 40,718
Accruals and other creditors 42,392 9,072 154,799
Sundry creditor 1,015,000 - -
------------------------------
1,094,389 14,331 195,517
------------------------------ ------------- ------------- -------------
13 Share Capital
Ordinary Shares Share Capital Share Premium Total
# GBP GBP GBP
--------------------------------------- ---------------- -------------- -------------- ----------
At 1 January 2022 and at 30 June 2022 71,900,000 719,000 3,910,595 4,629,595
--------------------------------------- ---------------- -------------- -------------- ----------
14 Share Based Payment Reserves
Total
GBP
-------------------------------------- --------
At 1 January 2022 366,708
Director and Adviser warrants issued 57,511
-------------------------------------- --------
At 30 June 2022 424,219
-------------------------------------- --------
The fair value of the services received in return for the share
options granted are measured by reference to the fair value of the
share options granted. The estimate of the fair value of the share
options granted is measured based on the Black-Scholes valuations
model. Measurement inputs and assumptions are as follows:
Warrants
Warrant Risk
Number Share Exercise Expected Expected free Expected
of warrants Price Price volatility life rate dividends
---------------- ------------- -------- --------- ------------ --------- ------- -----------
Director 750,000 GBP0.05 GBP0.05 50.00% 5 15.00% 0.00%
---------------- ------------- -------- --------- ------------ --------- ------- -----------
Director 750,000 GBP0.05 GBP0.10 50.00% 5 15.00% 0.00%
---------------- ------------- -------- --------- ------------ --------- ------- -----------
Broker 1,500,000 GBP0.05 GBP0.01 50.00% 0.08 15.00% 0.00%
---------------- ------------- -------- --------- ------------ --------- ------- -----------
Broker Placing 480,000 GBP0.05 GBP0.05 50.00% 3 15.00% 0.00%
---------------- ------------- -------- --------- ------------ --------- ------- -----------
Completion 3,000,000 GBP0.10 GBP0.10 50.00% 3 15.00% 0.00%
---------------- ------------- -------- --------- ------------ --------- ------- -----------
Senior Mgt 4,500,000 GBP0.10 GBP0.15 50.00% 5 15.00% 0.00%
---------------- ------------- -------- --------- ------------ --------- ------- -----------
Optiva 1,320,000 GBP0.10 GBP0.10 50.00% 3 15.00% 0.00%
---------------- ------------- -------- --------- ------------ --------- ------- -----------
Orana 175,000 GBP0.10 GBP0.10 50.00% 3 15.00% 0.00%
---------------- ------------- -------- --------- ------------ --------- ------- -----------
Director
/ Adviser 900,000 GBP0.15 GBP0.15 50.00% 5 15.00% 0.00%
Number of Warrants Exercise Price Expiry date
On incorporation - - -
Issued on 25 November 5,000,000 GBP0.10 22 March 2026
2020 (1)
Issued on 25 November 7,000,000 GBP0.10 22 March 2026
2020 (1)
Issued on 17 March 2021 1,500,000 GBP0.01 20 April 2021
Issued on 17 March 2021 480,000 GBP0.05 22 March 2024
Issued on 17 March 2021 750,000 GBP0.05 22 March 2026
(1)
Issued on 17 March 2021 750,000 GBP0.10 22 March 2026
(1)
Issued on 17 March 2021 10,000,000 GBP0.10 21 March 2023
Exercised on 19 April (1,500,000) GBP0.01 20 April 2021
2021
Issued on 18 August 2021 1,500,000 GBP0.10 22 March 2023
Issued on 13 October 3,000,000 GBP0.10 21 December 2024
2021
Issued on 13 October 4,500,000 GBP0.15 21 December 2026
2021
Issued on 13 October 1,320,000 GBP0.10 21 December 2024
2021
Issued on 13 October 175,000 GBP0.10 21 December 2024
2021
Issued on 22 June 2022(2) 900,000 GBP0.15 21 June 2027
---------------------------- --------------
At 30 June 2022 35,375,000 GBP0.106
============================ ==============
The weighted average time to expiry of the warrants as at 30
June 2022 is 3.10 years.
(1) The warrants vested on 21 March 2022, being 12 months from
date of admission.
(2) The warrants have been issued to Jean Duvall (300,000) and
Simon Sinclair (300,000) following their appointment to the Board
during the period and form part of their annual remuneration
package. A further 300,000 warrants were issued to Trevor Jones in
his capacity as an adviser to the Board.
The warrants pertaining to Simon Sinclair are held in the name
of Livingstone Investment Holdings Ltd, a
company in which he has a beneficial interest.
The warrants have a term of 5 years and are exercisable at a
price of 15 pence, with 50% exercisable after 12 months and the
balance exercisable after 24 months.
15 Related Party Transactions
Orana Corporate LLP has a service agreement with the Group for
the provision of accounting and company secretarial services. In
the period Orana Corporate LLP received GBP24,000 for these
services from the Group.
16 Post Balance Sheet Events
On 15 July 2022, the Company announced that trading in the
Company's Ordinary Shares had commenced on the OTCQB Venture Market
in the United States with the ticker: ROQAF.
On 16 September 2022, the Company announced the completion of
its acquisition of the entire issued share capital of Oncogeni
Limited ("Oncogeni") for an aggregate consideration of GBP5,500,000
satisfied by the issue of 50,000,000 new ordinary shares in the
Company to the shareholders of Oncogeni, together with a successful
placing, raising gross proceeds of GBP1,015,000 via the issue of
7,249,998 Ordinary Shares at a price of 14 pence per share.
In addition, on 16 September 2022 the Company announced the
resignation of Mark Freeman as a non-executive director together
with the following board appointments:
-- Trevor Ajanthan (Ajan) Reginald as Executive Director and Chief Executive Officer;
-- Professor Sir Martin Evans as Executive Director and Group Chief Scientific Officer; and
-- Dr Darrin Disley as Non-Executive Director.
Other than the above, there has been no significant change in
either the financial performance or the financial position of the
Group since 30 June 2022.
17 Ultimate Controlling Party
As at 30 June 2022, there was no ultimate controlling party of
the Company.
18 Nature of the Consolidated Condensed Interim Financial Statements
The Company Financial Information presented above does not
constitute statutory accounts for the period under review.
19 Approval of the Condensed Interim Financial Statements
The Condensed Interim Financial Statements were approved by the
Board of Directors on 22 September 2022.
[1] Therapeutic Innovation & Regulatory Science (2022)
56:313-322 https://doi.org/10.1007/s43441-021-00364-y
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IR UUVNRUNUKUAR
(END) Dow Jones Newswires
September 23, 2022 02:00 ET (06:00 GMT)
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