TIDMIQAI
RNS Number : 0280W
IQ-AI Limited
20 April 2021
IQ-AI Limited
(the "Company" or the "Group")
Publication of Annual Report
The Board of IQ-AI Ltd are pleased to present announce that the
Company's audited financial statements for the year ended 31
December 2020.
The Annual Report will be available on the Company's corporate
website.
-S-
The Directors of the Company accept responsibility for the
contents of this announcement.
For further information, please contact:
IQ-AI Ltd
Trevor Brown/Vinod Kaushal/Qu Li
Tel: 020 7469 0930
Peterhouse Capital Limited (Financial Adviser and Broker)
Duncan Vasey/Heena Karani
Tel: 020 7220 9797
To the Members of IQ-AI Limited
We are delighted to present the annual report for the twelve
months ended 31 December 2020 for IQ-AI Limited ("IQAI" or the
"Company).
About IQAI
IQAI was created to accelerate the translation and
commercialisation of proven imaging technologies, from the
laboratory to routine clinical use, that have potential to
dramatically impact the quality of life for patients facing brain
tumours and other chronic diseases. Brain tumour patients and
especially those diagnosed with glioblastoma multiforme (GBM) for
example face a dismal prognosis. Despite tremendous global efforts
that span decades, only incremental improvements have been made in
survivability and progression free survival. The unmet clinical
need of GBM and other diseases motivates IQAI to continuously
innovate and deliver validated products that benefit patients.
Since its inception, the Company has aggressively proliferated its
product portfolio, accelerated product and technology development,
and obtained market clearance for new global territories.
IQAI have made significant progress towards fulfilling its
operational and business goals and is particularly primed to
capitalise on further distribution and sales of its lead product,
IB Clinic(R). With that foundation in place, the Company has
renewed focus in expanding business activities with channel
partners, developing innovative Artificial Intelligence (AI)
technologies, and exploring strategic investments including mergers
and acquisitions.
IB Clinic
At its core, IB Clinic is based on the research of Kathleen
Schmainda, PhD, at the Medical College of Wisconsin (Milwaukee, WI,
USA) and consists of software products focused on perfusion and
diffusion imaging. The flagship product, IB Neuro(TM), obtained FDA
clearance in 2008 and is the only commercial platform used in
national (US) multi-centre clinical trials. It has been recognised
as the recommended standard for dynamic susceptibility contrast
(DSC) perfusion imaging and, to the knowledge of the Directors, To
our knowledge, IB Neuro is the only commercially available, tissue
validated, magnetic resonance imaging (MRI) method that answers the
most important question in neuro oncology today: Is the enhancing
region showing tumour or is it an effect due to treatment? Thus,
the Company believes this unique capability is critical for driving
accurate decisions when monitoring treatment response.
IB Neuro employs a proprietary approach that accounts for
contrast leakage across the blood-brain-barrier (BBB). While the
underlying algorithm is the widely accepted
Boxerman-Schmainda-Weisskoff (BSW) model, the Directors consider
that the unique implementation of the BSW model data-conditioning
enhancements have rendered IB Neuro highly robust and accurate.
Included in IB Neuro is the ability to automatically standardise
image intensities and, thereby, translating the "relative" MR
values to a fixed and quantitative scale. Therefore, IB Neuro is
the only automated and quantitative MR DSC perfusion option
available. This standardisation technology is more consistent over
the manually intensive "tissue-normalisation" technique and is
ideal for monitoring response to treatment.
Designed as a platform-independent algorithm, IB Clinic is
focused on widespread distribution and adoption into healthcare
facilities of all sizes. Readily available and scalable, IB Clinic
is available through AI marketplaces of many channel partners
including TeraRecon, Blackford/Bayer, IntelliRAD, QMENTA, Arterys,
and CorTechs.ai. Partnerships with major players in healthcare
systems are integral to IQAI's distribution and growth strategy.
Integrated partnerships are designed to allow IB Clinic to be
deployed directly to patient populations and their treating
clinicians in a cost-efficient and timely manner. In addition, IQAI
also offers its own container-edition which operates independent of
any partner.
Operational Progress
2020 marked unique challenges as the Covid-19 pandemic disrupted
how we lived and worked. While the direct impact to IQAI's
operating subsidiaries, Imaging Biometrics, LLC (IB) and Stone
Checker Software Limited (SC) was negligible, the hospitals and
healthcare providers to whom we sell were forced to step up and
respond to those in need. That sudden and significant shift in
resources and priorities forced prospective clients to pause sales
activities initiated in the latter half of 2019. Despite these
circumstances, we persevered. We regained sales momentum in the
second half of 2020, accelerated development of novel technologies,
and laid the foundation for an exciting 2021, which is a testament
to the added value that our products are offering and our own
marketing effort.
Major Highlights
-- Announced partnership with AI Metrics, LLC, the team behind
Liver Surface Nodularity (LSN) software. The agreement recognises
IB as the sole contract manufacturer of LSN and granted global
distribution rights. LSN, which received FDA 510(k) market
clearance in October 2020, is a first-to-market platform designed
as a virtual liver biopsy to non-invasively assess chronic liver
disease (CLD).
-- Obtained Korean FDA (KFDA) market clearance for SC Software,
thereby broadening the sale opportunities for IQAI's distribution
partner and a large market.
-- Accelerated development of disruptive technologies by
enlisting Dr. Jay Urbain, PhD, a recognised software design expert
specialising in Artificial Intelligence (AI) and Deep Learning.
Substantial milestones were achieved in synthetic T1+C ("Gad-Free")
development, auto-segmentation, and myriad other image process
enhancements.
-- The Directors believe that IB has maintained the leading
global position as the most clinically proven, tissue-validated
perfusion approach for high-grade glioma as demonstrated in
peer-reviewed publications such as the American Journal of
Neuroradiology Performance of Standardized Relative CBV for
Quantifying Tumor Burden and Neuro Oncology Consensus
Recommendations for DSC MRI
-- Secured another five-year grant award from the US National
Cancer Institute (NCI) in collaboration with the Barrow
Neurological Institute (BNI, the Mayo Clinic (Arizona, USA), and
the Medical College of Wisconsin. The grant includes a way to
harmonise the way MRI data is collected across MRI vendors
including GE, Siemens, and Philips.
-- Expanded access to IB's quantitative and automated solution
through new partnerships including Arterys and CorTechs.ai. The
relationship with CorTechs.ai was tightened further with the joint
development of a neuro oncology platform that leverages IB
technology. An FDA 510(k) submission was made for this platform in
mid-March 2021.
-- Entered into a partnership with The Mayo Clinic for the
development of IB Trax(TM), a systematic way to identify and track
metastatic lesions. Brain metastases account for the majority of
intracranial tumours with 200,000 - 300,000 new diagnoses each year
in the US alone.
https://academic.oup.com/noa/article/2/1/vdaa041/5824813 . This
partnership included the appointment of Dr. Leland Hu, MD,
Assistant Professor of Radiology (Mayo, Arizona) as a Medical
Advisor to the Company.
-- Installed IB software at another NCI designated cancer
centre, the Keck Medical Centre at USC. The installation includes
the fully automated processing available in IB Clinic(R) -
Container edition and IB Clinic(R) - Mac edition and serves a high
volume of brain tumour patients in the greater Los Angeles,
California area.
-- Initiated discussions with other companies for potential
merger and acquisition opportunities. These companies complement
IB's core offering.
-- During the period, IQAI has worked closely with both the U.S.
Patent and Trademark Office and the European Trademark Office for
its "Synthetic T1+C" (Gad-Free) and its "Simultaneous Perfusion
Imaging with Consecutive Echoes" (SPICE) patent applications,
respectively. The Company continues to build out its intellectual
property portfolio and are actively evaluating licensing other
technologies that will enhance our competitive product
positioning.
-- Fundamental to the execution of our business plans is the hiring and retention of top-tier professionals. Leading into our projected launch of Synthetic T1C imaging and other AI solutions, we have identified and secured trained resources needed to properly label extensive datasets for AI model development and validation. In addition, the Company will implement a staffing search to add personnel necessary for planned growth including the commercialisation, client support, quality control, and product development. Prospective new hires have expressed excitement to be part of a high-growth opportunity intersecting with technology that can have a positive effect on many patient lives.
Pioneering Next-Generation Health Technology Solutions
IQAI is an artificial intelligence-enabled imaging diagnostics
company, focused on optimising the clinical management and decision
making of disease for the benefit of patients and those who care
for them. The goal of the Company is to offer the most accurate and
validated solutions in a cost-efficient manner in an effort to
lower healthcare costs and improve a patient's quality of life.
IQAI believes IB Clinic is a powerful prognostic tool that is ready
to help clinicians and patients slow disease progression by
supporting treatment decision making. The Company continues to
broaden application of IB Clinic in new areas including metastatic
cancers, low-grade tumours, stroke, and paediatric tumours.
On a Mission to Combat a Devastating and Costly Disease -
Primary Brain Tumour
Primary brain tumors have a global incidence of 3.9 per 100,000
persons. Of those, 52% are glioblastoma multiforme (GBM); the most
common and aggressive brain tumour. It is estimated that around
250,000 new cases of GBM are diagnosed each year with over 200,000
deaths worldwide. The Directors believe that the Company's
foundational technology and expertise has led to the development of
quantitative imaging solutions that aid clinicians in the accurate
assessment of treatment response for these patients. After surgery,
contrast enhanced MRI is the gold standard imaging technique for
monitoring treatment response and watching for recurrence. Patients
undergo interval imaging every 2-3 months for the first two years
after radiotherapy, and then every 4-6 months indefinitely.
Radiologic imaging drives therapy decisions, however, it is well
acknowledged that current contrast enhanced methods are
insufficient. Areas of contrast enhancement on MRI may indicate
true tumour recurrence or may simply be due to treatment-related
effects that indicate a good prognosis for the patient.
Conventional imaging is further confounded by the onslaught of new
treatment therapies. IQAI has undergone repeated studies that
demonstrates the output of IB Clinic to accurately correlate with
actual tissue biopsy samples. Therefore, the Company remains
enthusiastic that IB Clinic's addresses this unmet and critical
medical need.
In addition, IB Delta T1(TM) maps, which objectively delineate
true regions of contrast enhancement, substantially increases
clinical productivity. Neuro radiologists often disagree, up to
50-60% of the time, where contrast enhancing regions are present.
IB Delta T1 maps can detect subtle regions of enhancement which can
appear invisible on standard imaging, and subtracts out artifacts
and confounding factors, such as post-surgical blood products. The
Directors believe that together the combination of IB Neuro and
Delta T1 maps provide the foundation of a proven and objective
neuro oncology solution.
Focus areas 2021:
1. Business Growth
The top priority for the Company remains the continued increase
in sales and distribution of its advanced imaging solutions.
Through the availability of IB Clinic - Container edition and the
continued expansion of global distribution partners and
distributors, the Company is highly optimistic by renewed
discussions currently underway with NCI-designated cancer centres
and other major hospitals. These centres treat and monitor high
volumes of brain tumour patients. The Company's automated solutions
are ideally suited to provide personalised diagnosis and treatment
response assessment in an cost-effective manner. The volume-based
annual subscription fee associated with institutions such as these
is a substantial increase over the traditional licensing model used
previously.
Moreover, Covid-19 exposed opportunities in healthcare that the
Company was able to exploit. As part of every new installation of
IB Clinic throughout 2020, "remote-in" capability was included to
assist those working from home during the pandemic. This capability
also facilitated sales to sites with multiple satellite imaging
locations that are staffed by limited neuro radiologists. By
merging teleradiology, AI, and analytics, the Company's solutions
enabled healthcare providers to stay connected with patients
throughout their clinical journey and ensured them uninterrupted
access to quantitative imaging technology.
The Company continues to evaluate growth strategies to
aggressively increase sales and marketing in Europe, the USA, and
globally. Options include restructuring agreements with AI channel
partners in a manner that incentivises direct interaction with IQAI
experts who can best explain the underlying technology and clinical
approach of IQAI solutions. Another option is more direct
integrations of IQAI technology on established image workstations
and servers. A prime example is the integration of the MR perfusion
technology in an entirely new oncology platform with CorTechs.ai.
This platform, OnQ Neuro, combines the best-of-breed technologies
from both companies and a US FDA 510(k) application has been
submitted by CorTechs.ai and is currently under review.
Merger and acquisition (M&A) activity has surfaced exciting
opportunities for growth and outreach. The Company intends to
continue with these discussions in 2021.
Overall, interest in IQAI's advanced visualisation technology
was renewed during the latter half of 2020. Spring boarding off the
momentum gained through sales, the Company anticipates announcing
more installations during 2021. This includes direct sales as well
as sales through our established channel partners and
distributors.
2. Product Development
IQAI recognises the sustaining lifeblood of any organisation is
the development of new technologies and products. Each of the
continued development efforts possess a potentially significant
impact across a range of areas. These areas include new products
that directly improve patient diagnostics and care, reducing
healthcare costs through streamlined workflows and reduced
expenses, and even broadening the indicated use of core products to
benefit an even broader patient population. The major programs are
listed below:
-- IB Trax(TM): In a co-development partnership with The Mayo
Clinic, IB Trax is a new product platform that intends to leverage
the Company's existing quantitative solutions to streamline the
identification and reporting of metastatic lesions. Plagued by
error rates as high as 30%, the current process is labour-intensive
and cumbersome. IB Trax will seek to automate numerous steps and
offer an organised approach for tracking and reporting of
volumetric changes. The commercialisation pathway is also
benefitted by an established CPT code based on generic 3D image
analysis.
-- Synthetic T1+C (Gad-Free): Significant technology leaps were
made during 2020 for generating "synthetic", with contrast, images
using only non-contrast images as inputs. Reducing/Eliminating use
of contrast media has both safety and cost advantages. The Company
is accelerating the preparation of a large and varied dataset for
final testing and validation. In parallel, close communication is
maintained with the United States Patent and Trademark Office
(USPTO), and the Company is optimistic that the zero percent (0%)
patent application has been sufficiently detailed for the USPTO to
render a decision. The Directors believe that the AI model being
developed is in itself an innovative and is considered a Trade
Secret. In addition, a small survey comparing synthetic T1+C to
actual T1+C images was recently sent to a select group of neuro
radiologists. While more testing and training of the model remains,
the preliminary results of this initial survey show the promising
potential of the model. Specifically, the neuro radiologists
rendered the same clinical decision in 88% of the cases if only
presented with synthetic T1+C. This initial positive outcome
underscores the validity of the IQAI model and ultimately reaffirms
the potential of translating the Synthetic T1+C into routine
clinical use.
-- Simultaneous Perfusion Imaging with Consecutive Echoes
(SPICE): In addition to the Synthetic T1+C AI model, the Company
continues to offer alternative methods to reduce dependence on
Gadolinium as a contrast agent (GBCA). The Company's patented
"dual-echo" approach, or SPICE, is a acquisition and
post-processing approach that provides two singular sets of output
that otherwise requires separate MR acquisitions. Using SPICE, a
single MR acquisition and a 50% reduction in GBCA, produces both
dynamic susceptibility contrast (DSC) and dynamic contrast enhanced
(DCE) parameter maps. Each of which provide useful physiologic
information for brain tumour assessment. In addition, the low flip
angle (LFA) method eliminates the need to administer a pre-load
dose of GBCA. This approach is currently standardised at leading
brain tumour imaging centres.
-- Automated "FTB" maps: Fractional Tumour Burden (FTB) maps, an
acronym made popular by the pioneering developer of the technique,
leverages underlying IQAI technology to present clinicians with an
objective and quantitative class map of standardised cerebral blood
volume measurements. This map offers an objective visual that
stratifies regions of high vascular activity corresponding to brain
tumour. The automated approach uses AI to eliminate the final
manual processing step, and it is currently being evaluated by the
Company's medical advisors for testing and feedback. The Directors'
bellive that a distinct advantage of a fully automated FTB workflow
is the immediate and widespread distribution potential with the
Company's established channel partners who limit integration to
only automated algorithms. In parallel with this technological
advantage, the Company is preparing to submit an FDA 510(k)
application to broaden the intended use for high-grade brain
tumours in adults. If granted, the Directors consider that this
would expand global marketing opportunities, further
differentiating IQAI as leader in the space, and pave the way for
subsequent regulatory clearances using a similar approach.
-- IB CAD(TM): The AI solution is seeking to identify areas of
infiltrating cancer cells that are invisible using current imaging
techniques. The Directors consider that this ability to "detect the
undetectable" will revolutionise the entire spectrum of care for
brain tumour patients including optimising treatment on a per
patient basis. Development has been accelerated with funding from
an awarded grant from the US National Cancer Institute (NCI) of
which Kathleen Schmainda, PhD, is the Principal Investigator (PI).
This five-year, $3 million grant is the third grant awarded in two
years which the Company is a recipient. Funding for all three
grants directly fuels product development and further strengthens
collaborations with leading academic research hospitals.
-- OnQ Neuro is a multi-parametric oncology platform developed
by IQAI's partner CorTechs.ai. The platform incorporates IQAI's
perfusion technology and complements existing technology and
reporting features of CorTechs.ai. An FDA 510(k) has been submitted
to the FDA and is under review. The Directors believe that the
platform represents a comprehensive oncology platform and, once FDA
cleared, will be immediately accessible to CorTech's large
installed base.
-- The Company continues to enhance its flagship algorithms
contained in IB Clinic. Following the November 2020 release, the
development team is focused on incorporating new features and
parameter maps in 2021. Many of the enhancements include "behind
the scenes" functionality such as improved motion correction and
image registration, as well as processing speed optimisation. Other
enhancements consist of ensuring the incoming data to be processed
is adequate and, if not, providing information to the user to alert
them to suspect data. A new parameter map, percent signal recovery
(PSR), has been incorporated as an optional output for IB Neuro.
All these enhancements and new features are the result of capturing
and responding to client feedback as part of its certified Quality
Management System (QMS). The Company expects to submit a 510(k)
application to the US FDA in early Q3 to broaden the indicated
use.
-- The Company continued its participation in the US National
Cancer Institute's Quantitative Imaging Network (QIN) and remains
its ONLY industrial participant. This includes NCI grant funding
under the U01 "academic-industrial partnership" grant mechanism, of
which Kathleen Schmainda, PhD is the Principal Investigator. Early
into the second (of five) years, the aim of the QIN is the clinical
validation and translation of quantitative imaging biomarkers. IB
Clinic continues to evolve and benefit from the direct input and
exposure of the 31 other participating research institutions.
Recently, the NCI's Clinical Trial Branch initiated discussions to
evaluate IB software for deployment in another multi-centre
clinical trial.
-- The Company also is building upon its world-leading position
in brain tumour treatment under the NCI-funded effort with Barrow
Neurological Institute, the Mayo Clinic, and the Medical College of
Wisconsin. Under PI Chad Quarles, PhD, a primary aim of this grant
is the harmonisation of MRI data acquisition with global scanner
vendors GE, Siemens, and Philips Medical. Standardising on an
optimised MR acquisition approach across all the major scanner
vendors will achieve a long-awaited milestone in the MR community;
one that the Directors believe will benefit patients and care
providers around the world.
3. Gallium Maltolate (GaM)
The recent announcement of the Company's investment and
commitment to an FDA Phase I clinical trial to understand the
safety and toxicity of GaM in GBM patients is a move into the
therapeutic space. As noted previously, approximately 250,000 new
cases of GBM are diagnosed annually. Treatment options are limited,
and prognosis remains dismal with a median survival of 14
months.
Pre-clinical studies have shown the administration of GaM
significantly reduces the size of tumours.
https://mct.aacrjournals.org/content/17/6/1240 GaM shares certain
properties with iron, which is needed in large quantities to
support rapid tumour growth. Essentially, the cancer cells are
tricked into consuming gallium instead of iron, starving the tumour
and inhibiting cancer growth. In addition, prior studies
demonstrate the unique ability of GaM to permeate across the
blood-brain-barrier and reach the cancer cells. Many existing
chemotherapy agents are not able to penetrate the brain and reach
tumour cells.
The Company's advanced brain tumour imaging is ideally suited to
monitor treatment efficacy for this trial. Although still at a very
early stage, the Company is seeking an IP protected therapy that
the Directors believe will offer the promise of real treatment
advance, enhanced quality of life, and improved mortality
rates.
4. StoneChecker(R)
In Q4 2020, the Company announced the strategic decision to
retain the StoneChecker Software. This decision was made in
response to several factors including the unexpected and
accelerated advancements in other product development priorities,
as well as feedback received from trial users of the software.
Later that same quarter, the Company issued a new release of
StoneChecker which enhanced key workflow aspects including an
upstream interface to facilitate the porting of CT kidney datasets
to the platform as well as reporting enhancements. Currently, the
Company is negotiating with two distributors on different
continents and arranging product demonstrations to KOL's in their
respective regions. The Company has identified further
enhancements, including fully automating StoneChecker processing,
and will resource those efforts as other business priorities are
completed.
5. Liver Surface Nodularity (LSN)(TM)
LSN obtained FDA clearance and CE mark approval during Q4 2020.
The software expands the Company's portfolio in whole-body
application and, as a plugin to the Mac-based OsiriX platform, is a
natural extension to the widely accepted IB-OsiriX option. In
conjunction with the owners of LSN technology, AI Metrics, LLC, the
Company continues to serve as the contract manufacturer for AI
Metrics by providing development, manufacturing, and distribution
of LSN which are necessary to fulfil regulatory requirements.
Together, the respective companies continue to explore new
applications and integration of the underlying technology.
6. Marketing and Sales Strategies
All products developed and distributed by IQAI are designed for
easy integration into the clinical workflow and allow for unlimited
scalability. The automated and platform-independent features of IB
Clinic - Container edition have afforded IQAI a pathway into
radiologic settings of all sizes. This application is
pre-configured with network information to allow seamless routing
of datasets between the scanners, IB Clinic, and the PACS. Client
specified maps are automatically computed and are instantaneously
available for review by a radiologist at a PACS workstation or at a
remote workstation. Busy radiologists and MR Technologist are no
longer required to access another third party workstation to obtain
their desired diagnostic information and remote access has provided
clinicians with flexible work options during the Covid-19
pandemic.
The Company continues to expand access to its core algorithms
via integration into channel partner platforms. The channel
partners offer platforms that allow third party solutions to be
integrated for purchase via "AI Marketplaces" and cloud-based
applications. Recently, TeraRecon and IB entered into a new
agreement that connects the end user with IB experts sooner during
the sales cycle. And, of particular significance, Bayer has teamed
with IB partner, Blackford, to develop and launch its own
marketplace platform featuring select vendor applications. In
addition to IB's products chosen as part of this new launch, the
Company is proud that it will be included in one of the earlier
launch phases as part of the new Bayer platform.
7. Paycheck Protection Program
On April 14, 2020, the Company, entered into an original loan
agreement with BMO Harris Bank as the lender ("Lender") for a loan
in an aggregate principal amount of $52,495 (the "Loan") pursuant
to the Paycheck Protection Program (the "PPP") under the
Coronavirus Aid, Relief, and Economic Security (CARES) Act and
implemented by the U.S. Small Business Administration. The Loan
matures in two years and bears interest at a rate of 1% per year,
with all payments deferred through the six-month anniversary of the
date of the Loan. Principal and interest are payable monthly
commencing on October 29, 2020 and may be prepaid by the Company at
any time prior to maturity without penalty. The Company has applied
for forgiveness of amounts due under the Loan, with the amount of
potential loan forgiveness to be calculated in accordance with the
requirements of the PPP based on payroll costs, any mortgage
interest payments, any covered rent payments, and any covered
utilities payments during the 8-24-week period after the
origination date of the Loan. The Company utilised the proceeds of
the Loan for payroll and other qualifying expenses, but there can
be no assurances that any portion of the Loan will be forgiven. The
balance on the PPP loan was $52,495 as of December 31, 2020 and has
been classified as a current liability in notes payable in the
accompanying consolidated balance sheet at December 31, 2020.
Trevor Brown
Chief Executive Office
The Directors present their strategic report on the group for
the year ended 31 December 2020.
Principal activities
The principal activity of the Group is the provision of
convenient, cost-effective and clinical treatments to patients in
the field of medical imaging diagnostics, based on proven
technologies. A review of the business is included within the Chief
Executive Officer's Statement on page 2.
Strategy
IQ-AI's vision is to become a leader in the field of medical
imaging diagnostics. The Company purchased 100% of the equity in
Stone Checker Software Limited in June 2017, and in March 2018
purchased Imaging Biometrics LLC ("IB") with its suite of advanced
imaging diagnostic software products.
Event since the year end
Events since the year end are reported under Note 23 to the
financial statements.
Results for the 2020 financial period
The summary results are found in the primary statements of the
Group, primarily being the Income Statement, the Statement of
Comprehensive Income and Statement of Financial Position.
In summary:
-- The net interest cost for the Group for the period was GBP31,812 (2019: GBP28,975)
-- Group revenue for the year was GBP255,314 (2019: GBP272,867)
-- Administrative expenses from continuing operations increased
to GBP933,462 (2019: GBP885,757)
-- Group loss after tax from continuing operations was GBP717,534 (2019: GBP638,654)
-- Taxation charge was GBPnil for the period (2019: GBPnil)
-- Basic and diluted loss per share from continuing operations was 0.48p (2019: 0.50p loss)
-- As at 31 December 2020, the Group had cash and cash
equivalents of GBP478,910 (2019: GBP865,875)
-- The Group's net assets decreased to GBP1,071,354 (2019: GBP1,659,649)
-- Intangible assets, comprising intellectual property, imaging
and diagnostic software and goodwill, increased to GBP889,177
(2019: GBP567,396)
Key performance indicators
The main KPI for the Group is achieving its cash flow forecasts
whilst efforts continue to implement the new investing policy.
The Board monitors its cash flow carefully to ensure that it has
the funds necessary to meet its on-going working capital
requirements, and planned product development costs. Detailed
forecasts are produced and reported against on a regular basis.
Future developments
With the encouraging results from the clinical studies, the
Company is in an excellent position to deliver benefits to
patients, as well as generate value for stakeholders. Further
commentary on the Group's future developments can be found in the
Chief Executive's Statement.
Principal risks and uncertainties
This section describes the principal risk factors that the
Directors believe could materially affect the Group's risk and
performance. Information relating to financial risk management is
included in note 21 to the financial statements.
Liquidity risk
Liquidity risk arises from the Group's management of working
capital. It is the risk that the Group will encounter difficulty in
meeting its financial obligations as they fall due.
The Board reviews cash flow projections at periodic intervals
during the year as well as information regarding cash balances. At
balance sheet date, the Group had cash balances of GBP478,910
(2019: GBP865,875). The financial forecasts indicate that the Group
is expected to have sufficient liquid resources to meet its
obligations under all reasonably expected circumstances.
Interest rate risk
The Group has convertible loan notes totalling GBP196,364,
including accrued interest, outstanding as at 31 December 2020
(2019: GBP668,278). The notes accrue interest at a fixed rate of 6%
p.a. and, as such, carries a limited interest rate risk.
Cash resources are held in current, floating rate accounts.
Market risk
Market price risk arises from uncertainty about the future
valuations of financial instruments held in accordance with the
Group's investment objectives. These future valuations are
determined by many factors but include the operational and
financial performance of the underlying investee companies, as well
as market perceptions of the future of the economy and its impact
upon the economic environment in which these companies operate.
Risk Table
The following table, whilst not an exhaustive list as other
risks may arise or existing risks may materially increase in the
future, sets out the principal risks and uncertainties to the
continuing Group. These are listed in no order of priority, and
alongside the description of each risk is a note of the main
mitigating factors and actions the Group is taking to address that
risk.
Risks/uncertainties to the continuing Group
Issue Risk/Uncertainty Mitigation
------------------------------------- --------------------------------
Imaging Biometrics Without medical regulatory The products are medical
and Stone Checker approval it would be difficult devices under Classification
may be subject to market and sell the products. 1 (medical software),
to medical regulatory which is the lowest
risk level of classification
requiring the least
regulatory oversight
as they are non-invasive
and non-sterile. The
products are not used
for treatment but are
rather used for diagnosis.
Intellectual The Group's success depends, The Group invests in
p roperty in part, on its ability maintaining and protecting
to obtain and maintain protection this intellectual property
for its intellectual and to reduce risks over
proprietary information, the enforceability and
so that it can prevent others validity of the Group's
from making, using or selling patents. The Group works
its inventions or proprietary closely with its legal
rights. The Group's patent advisors and obtains
applications may not be where necessary opinions
granted, and its existing on the intellectual
patent rights may be successfully property landscape relevant
challenged and revoked. to the Group's programmes
and activities.
TexRAD Limited Stone Checker's ability Balaji Ganeshan of TexRAD
- use of Intellectual to exploit its products works very closely with
property is reliant upon the terms Stone Checker in the
of an exclusive licence development of the products.
from TexRAD Limited which The Group continuously
grants Stone Checker the monitors its ongoing
right to use the TexRAD's compliance with the
patents in the field of terms of the licence
urolithiasis and to research, agreement.
develop or have developed,
make or have made, keep,
use, import, export, sell
and supply products based
upon the TexRAD Plug-in
pursuant to the terms of
the licence agreement dated
20 August 2015.
TexRAD may terminate this
agreement under a number
of circumstances, which
would prevent Stone Checker
being able to develop and
sell its products.
Identifying further The Group is dependent upon The Group has formal
suitable investments the ability of the Directors investment criteria
to identify suitable investment to identify suitable,
opportunities and to implement earnings-enhancing acquisition
its investing policy. The targets and employs
Directors are continuing experienced professionals
their search to identify to drive the acquisition
further opportunities in process.
line with the Company's
investing policy for creating
value.
The Directors may be unable
to identify further targets
and thus the Company may
not be able to invest its
cash in a manner which accomplishes
its objectives.
There is no guarantee that
the Company will be able
to acquire further identified
opportunities, or indeed
complete the investment.
The Group's ability to ascertain
the merits or risks of the
operations of a target company
or business.
The Group's ability to deploy
the net proceeds on a timely
basis.
The availability and cost
of equity or debt capital
for future transactions.
Raising emergency In the event of a significant The Group monitors its
funding issue arising for which cash requirements carefully
the Group is required to and in the need of significant
access substantial liquid additional funds would
funds in excess of its available look to increase its
cash balances, it may not financing.
be easy to obtain additional
funds as and when required
and on acceptable terms.
------------------------------------- --------------------------------
Loss of key personnel The Group comprises of a The Group has a continuity
few key individuals in a program in place to
market which requires high ensure that Directors
quality experienced staff. would be able to minimise
Any unforeseen loss of these the disruption caused
key personnel would be damaging by the potential loss
to the Group. The retention of key personnel.
of their services cannot
be guaranteed.
------------------------------------- --------------------------------
The Group may Compliance with various The Group monitors legislative
be adversely laws and regulations does and regulatory changes
affected by the impose compliance costs and alters its business
enforcement of and restrictions on the practices where appropriate.
and changes in Group, with fines and/or
legislation and sanctions for non-compliance.
regulation affecting
its business
------------------------------------- --------------------------------
The Group relies The successful management The Group offers incentives
on the experience and operations of the Group in the form of share
and talent of are reliant upon the contributions options or warrants
its senior management of senior management and to incentivise its senior
and on its ability directors. In addition, management.
to recruit and the Group's future success
retain key employees depends in part on its ability
to continue to recruit,
motivate and retain highly
experienced and qualified
management and directors.
------------------------------------- --------------------------------
Going concern
The Group's business activities, together with the factors
likely to affect its future development, performance and position
are set out in the Chief Executive Officer's Statement.
The financial position of the Group, its cash flows and
liquidity position are described in this business review. In
addition, note 21 to the financial statements include the Group's
objectives, policies and processes for managing its capital, the
financial risk management objectives, details of its financial
instruments and its exposure to credit risk and liquidity risk. As
highlighted in note 21, the Group meets its day to day working
capital requirements through its revenue generating cash flows,
discrete fund raises and the issue of convertible loan notes.
The Company's employees carry out their duties remotely, via the
network infrastructure in place. As a result, there was no
disruption to the operational activities of the Company during the
COVID-19 social distancing and working from home restrictions. All
key business functions continue to operate at normal capacity.
The Directors have prepared Group forecasts and projections,
which show that the Group has a reasonable expectation of
maintaining sufficient working capital to enable the Group to meet
its liabilities as they fall due for the foreseeable future, being
a period of not less than 12 months from the date of approval of
this report. At 31 December 2020, the Group had cash balances of
GBP478,910 (2019: GBP865,875). Additional financial support, if
required, will be available from the Chief Executive Officer
through the convertible loan facility.
After making appropriate enquiries, the Directors continue to
adopt the going concern basis in preparing the annual report and
accounts.
This report was approved by the board of directors on 19 April
2021 and signed on behalf of the board by:
Trevor Brown
Chief Executive Officer
The Directors present their annual report and audited financial
statements for the year ended 31 December 2020.
Incorporation
IQ-AI Limited is incorporated in Jersey, Channel Islands.
During 1996, the Group created a twinned share structure with
IQ-AI Holdings (UK) plc to enable UK based shareholders to receive
a UK dividend and thereby avoid being double taxed on the Jersey
dividend.
As a result of a General Meeting held in June 2017, the twinned
share structure has been discontinued. Shareholders now only hold
shares in IQ-AI Limited, which are listed on the Main Market
(standard segment) of the London Stock Exchange.
In January 2018, IQ-AI Holdings (UK) plc was dissolved and
removed from the register at Companies House in the United
Kingdom.
Full details of the share capital are provided in note 16 to the
financial statements.
Results and dividends
The audited financial statements for the year for the Group and
Company are set out on pages 25 to 48.
No dividends will be distributed for the year ended 31 December
2020 (2019: GBPnil).
Directors
The directors, who served throughout the year, were as
follows:
Mr T Brown Chief Executive Officer
Dr Qu Li Non-Executive Chairman
Mr V Kaushal Non-Executive Director
Mr M Schmainda Non-Executive Director
Biographical details of the Directors are given on page 18.
The interests of the Directors in the shares of the company and
their service contracts are noted in the Remuneration Committee
report on pages 19 to 20. The Directors have no interests in share
options and awards.
Although an overseas Company, the Directors have sought to
ensure that the financial statements of the Company and the Group
comply with the disclosure requirements of Jersey Company Law and
the listing requirements of the UK Listing Authority.
Capital expenditure
During the year, the Group did not invest in any capital
expenditure (2019: GBPnil). The Group made an investment in product
development during the period of GBP68,962 (2019: GBP112,115).
Except for the loan received under the Paycheck Protection
Program, the Group held no bank debt at 31 December 2020 (2019:
GBPnil). Currently, the Group retains clearing facilities with the
bank.
Share capital
Details of the authorised and issued share capital, together
with details of the movements in the Company's issued share capital
during the year, are shown in note 16. Each share carries the right
to one vote at general meetings of the Company and carries no right
to fixed income.
There are no specific restrictions on the size of a holding nor
on the transfer of shares, which are both governed by the general
provisions of the Articles of Association and prevailing
legislation. The Directors are not aware of any agreements between
holders of the Company's shares that may result in restrictions on
the transfer of securities or on voting rights. No person has any
special rights of control over the Company's share capital and all
issued shares are fully paid.
Significant agreements/takeovers directive
There are a number of agreements that take effect, alter or
terminate upon a change of control of the Group such as commercial
contracts and employee share option/award schemes. None of these
are deemed to be significant in terms of their potential impact on
the business of the Group as a whole.
Charitable and political donations
The Company did not make any political or charitable donations
during the year ended 31 December 2020 (2019: GBPnil).
Employees
The Company's policy is to provide equal opportunities to all
present and potential employees, including, where practical, those
who are disabled.
The Group believes in respecting individuals and their rights in
the workplace. With this in mind, specific policies are in place
covering harassment and bullying, whistle blowing, equal
opportunities and data protection.
Ratio of men to women
At 31 December 2020, there were two women (2019: 2) employed
across the Group making 32% (2019: 32%) of our Group-wide employee
base.
The Board is satisfied that it has the appropriate balance of
skills, experience and expertise necessary, and will give due
regard to diversity in the event of further changes to both its own
membership and/or the membership of the senior management team.
Health and safety
The Group is committed to providing a safe place of work for
employees. Group policies are reviewed on a regular basis to ensure
that policies regarding training, risk assessment, safe working and
accident management are appropriate. There are designated officers
responsible for health and safety and issues are reported at each
board and executive meeting.
Greenhouse gas emissions
The Group is aware that it needs to measure its operational
carbon footprint in order to limit and control its environmental
impact. However, given the very limited nature of its operations
during the year under review, it has not been practical to measure
its carbon footprint. In the future, the Group will only measure
the impact of its direct activities, as the full impact of the
entire supply chain of its suppliers cannot be measured
practically.
Statement of disclosure to independent auditors
Each of the persons who is a Director at the date of approval of
this annual report confirms that:
-- so far as the Director is aware, there is no relevant audit
information of which the Company's auditor is unaware; and
-- the Director has taken all the steps that he/she ought to
have taken as a Director in order to make himself/herself aware of
any relevant audit information and to establish that the Company's
auditor is aware of that information.
Independent auditor
PKF Littlejohn LLP have expressed their willingness to continue
in office as auditor and will be proposed for reappointment at the
next Annual General Meeting.
This report was approved by the board of directors on 19 April
2021 and signed on behalf of the board by:
Trevor Brown
Chief Executive Officer
The Directors are responsible for preparing the annual report
and the financial statements in accordance with the applicable law
and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the Directors
are required to prepare the Group and Company financial statements
in accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Company, and of the
profit or loss of the Group and Company for that period.
In preparing these financial statements the Directors are
required to:
-- Select suitable accounting policies and then apply them consistently;
-- Make judgements and estimates that are reasonable and prudent;
-- State whether the IFRSs as adopted by the European Union have
been followed, subject to any material departures disclosed and
explained in the financial statements; and
-- Prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and Company
will continue in business.
The Directors are responsible for keeping accounting records
that are sufficient to show and explain the Group's and Company's
transactions. These records must disclose with reasonable accuracy
at any time the financial position of the Group and Company and to
enable the Directors to ensure that any financial statements
prepared comply with the Companies (Jersey) Law 1991, as amended.
They are also responsible for safeguarding the assets of the
Company and Group and hence for taking reasonable steps for the
prevention and detection of fraud, error, non-compliance with law
and regulations and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic report, Directors' report,
Directors' Remuneration report and Corporate Governance statement
that comply with that law and those regulations.
The Directors are responsible for ensuring the annual report and
the financial statements are made available on a website. Financial
statements are published on the Company's website in accordance
with legislation in Jersey governing the preparation and
dissemination of financial statements, which may vary from the
legislation in other jurisdictions. The maintenance and integrity
of the Company's website is the responsibility of the Directors.
The Directors' responsibility also extends to the ongoing integrity
of the financial statements contained therein.
IQ-AI has a standard listing on the London Stock Exchange and is
thus not required to comply with the requirements of the U.K.
Corporate Governance Code ("the Code") as issued by the Financial
Reporting Council. The disclosures below are required by the UKLA's
Disclosure and Transparency Rule 7.
The Board is committed to ensuring the highest standards of
corporate governance, and voluntarily complies with, subject to a
small number of exceptions listed below, the supporting principles
and provisions set out in the Code.
In order to implement its business strategy, the Company has
adopted a corporate governance structure whereby the key feature is
a board of directors comprising at present one executive and three
non-executives, where despite the Company's early stage of
development, and its registration being in Jersey, the board
strives to observe the Quoted Companies Alliance revised Corporate
Governance Code for Small and Mid-Size Quoted Companies ('the QCA
Code') which the Company has voluntarily adopted. The voluntary
adoption of the QCA Code is over and above the requirements of
Jersey law.
The Company regularly updates its corporate governance policies
and procedures to reflect the changes made to corporate governance
guidelines. The following describes the ways in which the Company
complies with the detailed provisions of the Code. It includes full
disclosure of the limited number of areas in which the Company is
non-compliant and explanations why this is so.
The two areas of non-compliance with the Code are;
-- neither the Chairman, nor the other member of the Audit
Committee, has any relevant accounting experience; and
-- the Audit Committee is made up of only two members and not at
least three independent non-executive Directors.
Meetings of the Board of Directors
Four Board meetings were held during the year. The Directors'
attendance record during the year are as follows:
Attendance at
Board Meetings
------------ ---------------
T Brown 4
Dr Q Li 4
V Kaushal 4
M Schmainda 4
------------- ---------------
The terms of appointment of the Non-Executive Directors are made
available for inspection at the AGM, along with the service
contract for the Executive Director. The Non-Executives do not have
a fixed term of office in their letters of appointment.
Re-election
The articles of association require each director to retire and
submit themselves for re-election every three years, but also that
at least one third of the Directors must be submitted for
re-election every year.
On an annual basis, the Chairman considers the performance of
the Board and discusses with the Company Secretary the re-election
process. Given the performance of the Company, the Chairman has
confirmed that the Directors being submitted for election in 2021
continue to be highly effective, qualified and committed to their
respective roles.
Insurance cover
The Company maintains insurance with a limit of GBP5m to cover
its Directors and officers against the cost of defending themselves
against civil legal proceedings taken against them. To the extent
permitted by law, the Company also indemnifies its Directors and
officers. Neither protection applies in the event of fraud or
dishonesty.
Board objectives and operation
The key objectives of the Board are as follows:
-- The agreement of strategy.
-- The agreement of the detailed set of objectives and policies
that facilitate the achievement of strategy.
-- Monitoring the performance of executive management in the
delivery of objectives and strategy.
-- Monitoring and safeguarding the financial position of the
Company and Group to ensure that objectives and strategy can be
delivered.
-- Approval of major capital expenditure and other expenditure
that is not part of the defined objectives or strategic plan.
-- Approving corporate transactions - this includes any potential acquisition or disposal.
-- Delegating clear levels of authority to the Executive
management team. This is represented by the defined system of
internal controls which is reviewed by the Audit Committee.
-- Providing the appropriate framework of support and
remuneration structures to encourage and enable Executive
management to deliver the objectives and strategies of the
Company.
-- Monitoring the risks being entered into by the Company and
ensuring that all of these are properly evaluated.
-- Approval of all external announcements.
A schedule is maintained of matters reserved to the Board for
decision.
The Board formally met four times in 2020 (2019: 4); the
Directors' attendance is summarised on page 14.
For each Board meeting, each Board member receives a pack of
information, including financial reports, project updates and a
formal agenda together with any relevant documentation.
Nominations Committee
The committee consists of the Chairman and the Chief Executive.
The committee meets as required to fulfil its duties of reviewing
the Board structure and composition and identifying and nominating
candidates to fill Board vacancies as they arise.
No formal induction process exists for new Directors, but the
Chairman ensures that each individual is given a tailored
introduction to the Company and fully understands the requirements
of the role.
Appraisal of Non-Executive Directors
The Chief Executive normally carries out an annual formal
appraisal of the performance of the Non-Executive Directors which
takes into account the objectives set in the previous year and the
individual's performance in the fulfilment of these objectives.
However, given the CEO is the only Executive Director, a formal
annual appraisal of the Chief Executive is carried out by the
Non-Executive Chairman. All the appraisals of the Non-Executive
Directors are provided to the Remuneration Committee.
Remuneration Committee
The report of the Remuneration Committee is included in this
annual report. Formal terms of reference for the Remuneration
Committee have been documented and are made available for review at
the AGM.
Audit Committee
Formal terms of reference for the committee have been documented
and are made available for review at the AGM.
The terms of reference of the Audit Committee include the
following requirements:
-- To monitor the integrity of financial statements and of any
formal announcements relating to the Company's financial
performance.
-- To review the Company's internal controls and risk management systems.
-- To make recommendations to the Board in relation to internal
control matters that require improvement or modification.
-- To make recommendations to the Board in relation to the
appointment, re-appointment and removal of the external auditor and
to approve remuneration.
-- To review and monitor the external auditor's independence and
objectivity and the effectiveness of the audit process.
-- To establish and monitor whistle blowing procedures.
No internal audit function exists due to the size of the Group.
This is reviewed annually by the Audit Committee which reflects on
any increased risk or regulatory changes in the period under review
in making their recommendation to the Board.
The Audit Committee met three times during the year and after
the year end. Matters considered at these meetings included:
reviewing and approving the report and financial statements for the
year ended 31 December 2019, the half year results to 30 June 2020
and the report and financial statements for the year ended 31
December 2020; discussion with the external auditors to confirm
their independence and scope for audit work; considering the
reports from external auditors identifying any accounting or
judgemental issues requiring the board's attention and the
auditors' assessment of internal controls; reviewing the company's
risk register and business continuity procedures; and considering
the adequacy of the whistle-blowing facility, the anti-bribery
training and monitoring and data protection policy and
procedures.
The Audit Committee chairman has maintained dialogue with the
auditors outside of the scheduled meetings and meets with the
auditors without the presence of the Executive Director and members
of the finance team.
The company did not engage its auditor for any non-audit
services, which has safeguarded the Auditor's objectivity and
independence.
The Audit Committee considers independence from a number of
perspectives, not only the materiality of fee income to the audit
firm in question. It is only after considering these aspects (along
with a report on independence from the external auditor) does it
conclude and make recommendations to the Board.
None of the members of the Audit Committee have a formal
accounting qualification though all have operated at the highest
levels of businesses. The Board is content that the overall level
of qualification within the Audit Committee is currently sufficient
to enable it to discharge satisfactorily its obligations.
In addition to the Non-Executive Director and the Chief
Executive, the external auditor was invited to attend part of the
meetings where relevant.
Internal controls
The Board is responsible for the Group and Company's system of
internal control and for reviewing its effectiveness. Given the
size of the organisation and the level of transactions involved
there are limited controls documented and in operation which is
appropriate for the Group in its current state.
The Audit Committee consider each year if the current level of
internal control is appropriate. On advice from the Audit
Committee, the Board does not consider any additional independent
verification of the system of internal control to be required,
based on the size of the Company and the Group, and the non-complex
nature of both its management systems and financial structure.
The Group operates certain controls specifically relating to the
production of consolidated financial information, covering
operational procedures, validation and review.
The above procedures reflect the Group's commitment to ensuring
it has policies in place that ensure high standards of integrity
and transparency throughout its operations. Further, when these
procedures detect unauthorised practises, the Group is committed to
correction of such events. The Group is committed to analysing its
internal controls to make them more robust and further limit the
risk of such incidents. The Board believes such action properly
reflects the Group's commitment to financial discipline and
integrity at all levels. The Board has reviewed the effectiveness
of internal control systems in operation during the financial
period in accordance with the guidelines set out in the FRC's Risk
Guidance report, through the processes set out above and no
weaknesses or failings were identified.
Dialogue with major shareholders
The Company places considerable importance on communications
with shareholders. Discussions take place with major shareholders
with the Company's delegating authority to the Chairman and Chief
Executive to present the strategy and financial results of the
Group.
Annual general meeting
At its AGM the Company complies with the provisions of the Code
relating to the disclosure of proxy votes, the separation of
resolutions and attendance of Directors, particularly committee
chairpersons. The timing of the despatch of the formal notice of
the AGM also complies with the Code.
The Directors consider that all the resolutions to be put to the
AGM, to be held in May/June 2021, are in the best interests of the
Company and its shareholders. The Board will be voting in favour of
them and unanimously recommends that shareholders do also.
Responsibility statement of the Directors in respect of the
annual financial report
We confirm that to the best of our knowledge:
(i) the financial statements, prepared in accordance with IFRSs
as adopted by the European Union, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
Company and the undertakings included in the consolidation taken as
a whole; and
(ii) the annual report includes a fair review of the development
and performance of the business and the position of the issuer and
the undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and
uncertainties that they face.
This report was approved by the board of directors on 19 April
2021 and signed on behalf of the board by:
Trevor Brown
Chief Executive Officer
Trevor Brown
Trevor has been a strategic investor in equities and real estate
for more than 30 years. He is currently a Director of Remote
Monitored Systems plc and Braveheart Group plc.
Dr Qu Li
Qu Li is a Non-Executive Director of IQ-AI Limited. With over 25
years of experience in international mergers, acquisitions and
joint ventures, Dr Li has completed turnkey transactions ranging
from $5m-$200m and raised more than $300 million over the last 10
years. Dr Li is the founder and Chairman of China Ventures Ltd, a
leading consultancy and venture capital company, specialising in
Sino/Western business and offering a wide range of skills
associated with international business transactions. Dr Li
relocated to the UK over 20 years ago, where she obtained her
Doctor of Philosophy at Leeds University and then established her
business base. She is a qualified engineer and a successful
business entrepreneur who has worked on activities related to
government, industry and commerce in China, South East Asia, South
America, Europe and the US for over 20 years.
Apart from her business commitments, Dr Li devotes great effort,
interest and financial support to the development of young
entrepreneurs across the globe. She sits on the advisory board of
the Business School of Leeds University and is one of the Leaders
in Resident for the post graduates.
Vinod Kaushal
Vinod is a Non-Executive Director of IQ-AI Limited. Vinod is a
well-seasoned healthcare industry executive with nearly 30 years'
experience in predominantly commercial and general management
roles. He has worked nationally, regionally and globally for
several blue chip and SME companies.
Having been a member of the team which orchestrated the
international launch of Losec(R)/Prilosec(R) at Astra to its place
as the global No. 1 selling pharmaceutical, Vinod was Head of
Global Marketing at Novo Nordisk, Senior Vice President Fresenius
Kabi, Vice President of Amersham/GE Health's Neurology business,
Vice President at Royal Numico/Danone and CEO of SPL amongst other
pivotal roles.
Since leaving Big Pharma, Vinod has recently been focused on
entrepreneurial activities with several successful SMEs in the
Pharma/Healthcare space. With an impressive deal sheet to his name,
Vinod has been involved in various IP and business acquisitions.
His career has seen him relate to investors on several global stock
exchanges and he is an accomplished external speaker. Vinod holds a
BSc (Hons) in Biochemistry from Warwick University and an MBA from
Henley Business School.
Michael Schmainda
Michael was appointed as a Non-Executive Director of IQ-AI
Limited on 18 December 2019. Michael has a 20-year history of
successfully building global medical imaging businesses including
Prism Clinical Imaging and Imaging Biometrics. As co-founder of IB,
and has overseen all aspects of the company's development,
operation, and growth since its inception. He has established
strong collaborative relationships with leaders in the medical
imaging field who drive new product development and has led the
translation and commercialisation of sophisticated imaging
solutions, achieved regulatory approvals in the US and Europe, and
global product adoption.
Michael's career began with 3M Company, a company renowned for
bringing new products to market, where he held leadership roles
across multiple industries including the life science sector. Prior
to IB, Michael was a foundational member of Prism Clinical Imaging,
secured the initial investment for the company, and served as
president and COO.
The Remuneration Committee presents its report for the year
ended 31 December 2020.
Membership of the Remuneration Committee
The Remuneration Committee is currently comprised of Dr Li and V
Kaushal.
Subject to what appears below, no other third parties have
provided advice that materially assisted the Remuneration Committee
during the period.
Remuneration policy
The Group's remuneration policy is to retain and motivate its
staff with rewards linked to performance and results which promote
the interest of the shareholders. Bonus awards for employees are
assessed annually taking into account the Group results.
Policy Table:
Objective Operation Maximum potential value
Base salary Base salary is set annually on 1 January. Broadly pitched around the median level for comparable
The basic salary positions.
element of Salary levels are reviewed on an annual basis by
remuneration is reference to the median for comparable positions When considering any increases to base salaries in the
set in relation in main market companies of a similar market normal course (as opposed to a change
to capitalisation and with similar revenues to the in role or responsibility), the Board will take into
responsibilities, Group. Broadly the Group seeks to pitch base consideration:
length of salary around the median level for such comparable * Reference to the increases provided to Executives in
service and positions without tracking it mechanistically. the comparator group.
contribution to
the Group's
activities. * Pay and employment conditions of employees throughout
the Group, including increases provided to the
Reflects level of employee population
responsibility
and achievement
of individual. * Inflation
--------------------------------------------------- ------------------------------------------------------------------
Other benefits Futures benefits may include: Cost of providing life assurance, private medical insurance and
To provide * Private medical insurance. permanent health insurance.
competitive
levels of
employment * Permanent health insurance.
benefits.
* Life assurance of two times base salary.
The level of benefits provided is reviewed
annually to ensure they remain market
competitive.
--------------------------------------------------- ------------------------------------------------------------------
Non-Executive Fee levels are set at the level paid for Fee levels are set by reference to the median of this peer
Director Fees comparable roles at companies of a similar size group. Fee levels are reviewed
To attract and annually in January. When considering any increases to fee
Non-Executive complexity to IQ-AI Limited within the main levels in the normal course, the
Directors with market. The Non-Executive Director fee structure Board will take into consideration:
the requisite is a matter for the full Board. * Increases provided to comparable roles in the
skills and comparator group;
experience to
perform the
role. * Pay and employment conditions of employees throughout
the Company, including increases provided to the
employee population; and
* Inflation.
--------------------------------------------------- ------------------------------------------------------------------
Share options
No share option scheme is provided to the Directors of the
Company.
Directors' pensions
The Company does not provide a pension scheme. Additionally, no
dependent pensions or benefits are provided.
Remuneration policy for Executive and Non-Executive
Directors
The Remuneration Committee seeks to provide the remuneration
packages necessary to attract, retain and motivate Executive and
Non-Executive Directors of the quality required to manage the
business of the Group and seeks to avoid paying more than is
necessary for this purpose. In establishing the level of
remuneration of each director, the committee has regard to packages
offered by similar companies.
Consistent with this policy, the benefit packages awarded to
Executive and Non-Executive Directors comprise a mix of performance
and non-performance elements. During 2020, the Executive and
Non-Executive Directors' pay was not based on the Group achieving
financial targets.
Directors' interests (held directly or indirectly) in the
Company's shares
2020 2019
Number Number
--------------- ----------- -----------
T Brown* 49,813,236 38,294,766
Dr Q Li - -
V Kaushal - -
M Schmainda** 9,108,400 9,108,400
--------------- ----------- -----------
*Includes shares held by Free Association Books Limited.
** Includes shares held by related parties
Directors' emoluments
The following table summarises the emoluments of Directors
during the year.
Salary 2020 2019
and fees Pension Benefits Total Total
GBP GBP GBP GBP GBP
------------- --------- -------- --------- -------- --------
T Brown 100,000 - - 100,000 65,000
V Kaushal 30,000 - - 30,000 30,000
Dr Q Li* 30,000 - - 30,000 30,000
M Schmainda - - - - -
------------- --------- -------- --------- --------
TOTAL 160,000 - - 160,000 125,000
------------- --------- -------- --------- -------- --------
*Dr Qu Li's services were invoiced by China Ventures
Limited.
Dr Qu Li
Chairman of the Remuneration Committee
19 April 2021
Opinion
We have audited the financial statements of IQ-AI Limited (the
'parent company') and its subsidiaries (the 'group') for the year
ended 31 December 2020 which comprise the Consolidated Income
Statement: the Consolidated Statement of Comprehensive Income, the
Consolidated and Company Statements of Financial Position, the
Consolidated and Company Statements of Changes in Equity, the
Consolidated and Company Statements of Cash Flows and notes to the
financial statements, including significant accounting policies.
The financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union.
In our opinion:
-- the financial statements give a true and fair view of the
state of the group's and of the parent company's affairs as at 31
December 2020 and of the group's loss for the year then ended;
-- have been properly prepared in accordance with IFRSs as adopted by the European Union; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies (Jersey) Law 1991.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the group
and parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
director's use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors' assessment of the group's and parent
company's ability to continue to adopt the going concern basis of
accounting included:
a) Reviewing management's assessment of going concern.
b) Determining if all relevant information has been included in
the assessment of going concern including completeness of forecast
expenditure.
c) Analysing cash flow forecasts and budgets, reviewing the
underlying assumptions in relation to revenue and expenditure and
checking mathematical accuracy.
d) Considering the cash position at and after the year end.
e) Reviewing and stress-testing the reasonable worst-case
forecast scenario prepared by management and the financial
resources available to deal with this outcome.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
group's or parent company's ability to continue as a going concern
for a period of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Our application of materiality
The quantitative and qualitative thresholds for materiality
determine the scope of our audit and the nature, timing and extent
of our audit procedures. The materiality applied to the group
financial statements was GBP27,000 (2019: GBP36,000) based on 5% of
the loss before tax. The performance materiality was GBP17,900
(2019: GBP25,200). The materiality applied to the parent company
financial statements was GBP17,000 (2019: GBP13,800) based on 5% of
the loss before tax. The performance materiality was GBP13,600
(2019: GBP9,660). For each component in the scope of our group
audit, we allocated a materiality that was less than our overall
group materiality. As a group whose trade is in the process of
expanding through product development and existing product revenue
streams, loss before tax was considered the most appropriate
benchmark to shareholders.
We agreed with those charged with governance that we would
report all differences identified during the course of our audit in
excess of GBP1,350 (2019: GBP1,800) for the group, and GBP850
(2019: GBP690) for the parent company. We also agreed to report any
other differences below that threshold that we believe warranted
reporting on qualitative grounds.
Our approach to the audit
Our audit is risk based and is designed to focus our efforts on
the areas at greatest risk of material misstatement, aspects
subject to significant management judgement as well as greatest
complexity, risk and size.
In designing our audit, we determined materiality and assessed
the risk of material misstatement in the group and parent company
financial statements. We looked at areas involving significant
accounting estimates and judgements by the directors and considered
future events that are inherently uncertain, in particular with
regard to the recognition and valuation of intangible assets. We
also assessed the risk of management override of internal controls,
including among other matters consideration of whether there was
evidence of bias that represented a risk of material misstatement
due to fraud.
In addition to the parent company, two material components were
identified. Both components were subject to an audit conducted
directly by us.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Key audit matter How the scope of our audit responded
to the key audit matter
Recognition and valuation of We performed the following work
intangible assets (refer to notes to address the identified risk:
2 and 11) * substantively tested a sample of development
As shown in note 11 of the financial expenditure to assess their eligibility for
statements, the group reported capitalisation under IAS 38;
GBP685,116 (2019: GBP439,100)
of intangible assets as at 31
December 2020. * assessed any accounting policy differences regarding
There is a risk that the Intellectual recognition and valuation between US GAAP and
Property (IP) and software developed international accounting standards;
and under development may not
be correctly capitalised in accordance
with IAS 38. Additionally, there * re-performed the calculation of the amortisation
is a risk that projects under charge in accordance with the disclosed accounting
development are not fully recoverable policy;
and whether existing commercially
available products have any indicators
of impairment. * completed substantive testing on additions;
The subjectivity of the judgements
and estimates, together with
the significant carrying value * assessed compliance of the capitalised IP expenditure
of intangible assets, make this with the recognition criteria under IAS38 and
area a key focus for the audit. challenged management on areas involving significant
judgement; and
* inquired into any indicators of impairment for IP
which is commercially available and subject to
amortisation.
Based on the procedures performed,
we consider management's judgements
and estimates to be reasonable
and the related disclosures
appropriate.
==================================================================
Going concern We performed the following work
(note 1) to address the identified risk:
The going concern accounting * reviewed the Directors' going concern assessment and
policy, as disclosed in note challenged the assumptions based on our knowledge of
1 of the financial statements, the business and of the market.
describes the Directors' assessment
of the group and parent company's
ability to continue as a going * assessed the accuracy of previously provided budgets
concern. This also includes the and forecasts to actual results; and
Directors' consideration of the
COVID-19 impact.
IQ-AI Limited is currently loss * stress-tested the forecasts for possible change,
making and relies, when required, including those changes arising from the impact of
on funding raised through issuing COVID-19, and performed an assessment of the ability
equity or convertible loan notes. to raise new funds, if required.
The risk for our audit is whether
additional funds will need to
be raised over the going concern
period, and whether this, and
the potential ongoing impact
of COVID-19, amounts to a material
uncertainty that may cast doubt
about the ability of the group
and parent company to continue
as a going concern.
==================================================================
Other information
The other information comprises the information included in the
annual report, other than the financial statements and our
auditor's report thereon. The directors are responsible for the
other information contained within the annual report. Our opinion
on the group and parent company financial statements does not cover
the other information and, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on
the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact.
We have nothing to report in this regard.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in
relation to which the Companies (Jersey) Law 1991 requires us to
report to you if, in our opinion:
-- adequate accounting records have not been kept by the group
and parent company, or returns adequate for our audit have not been
received from branches not visited by us; or
-- the group and parent company financial statements are not in
agreement with the accounting records and returns; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors'
responsibilities, the directors are responsible for the preparation
of the group and parent company financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements,
the directors are responsible for assessing the group's and the
parent company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors
either intend to liquidate the group or the parent company or to
cease operations, or have no realistic alternative but to do
so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
-- We obtained an understanding of the group and company and the
sector in which they operate to identify laws and regulations that
could reasonably be expected to have a direct effect on the
financial statements. We obtained our understanding in this regard
through discussions with management and the application of
cumulative audit knowledge and experience of the sector.
-- We determined the principal laws and regulations relevant to
the group and company in this regard to be those arising from LSE
listing rules, the Companies (Jersey) Law 1991 and regulations
applicable to the US subsidiary. The group's products are
classified as medical software in the US which require the lowest
level of regulatory oversight as they are non-invasive, non-sterile
and primarily used for diagnosis.
-- We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by
the group and company with those laws and regulations. These
procedures included, but were not limited to:
o enquiries of management, review of minutes and RNS
announcements and review of legal and regulatory
correspondence.
-- We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to
the non-rebuttable presumption of a risk of fraud arising from
management override of controls, that the potential for management
bias was identified in relation to the impairment assessment of
goodwill and intangible assets. We addressed this by challenging
the assumptions and judgements made by management when evaluating
any indicators of impairment.
-- As in all of our audits, we addressed the risk of fraud
arising from management override of controls by performing audit
procedures which included, but were not limited to: the testing of
journals; reviewing accounting estimates for evidence of bias; and
evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be
less likely to become aware of instances of non-compliance. The
risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at:
http://www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Article 113A of the Companies (Jersey) Law 1991.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone, other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
David Thompson (Engagement Partner)
for and on behalf of PKF Littlejohn LLP
Registered Auditor
15 Westferry Circus
Canary Wharf
London
E14 4HD
19 April 2021
Consolidated Income Statement
For the year ended 31 December 2020
2020 2019
Notes GBP GBP
Continuing operations
Revenue 255,314 272,867
Cost of sales (8,547) (4,361)
----------------------------------- ------ ---------- ----------
Gross profit 246,767 268,506
Administrative expenses (933,462) (885,757)
Other income 973 7,572
----------------------------------- ------ ---------- ----------
Operating loss 5 (685,722) (609,679)
Finance costs 4 (31,812) (28,975)
Loss before income tax (717,534) (638,654)
Income tax 7 - -
Loss for the year from continuing
operations (717,534) (638,654)
Loss for the year attributable to
the owners of the Company (717,534) (638,654)
Earnings per share attributable
to owners of the Company
From continuing operations:
Basic & diluted (pence per share) 8 (0.48) (0.50)
----------------------------------- ------ ---------- ----------
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2020
2020 2019
GBP GBP
Loss for the period (717,534) (638,654)
Other comprehensive income
Items that may be subsequently reclassified
as profit or loss
Exchange differences on translation
of foreign operations 12,781 2,162
--------------------------------------------- --------- ---------
12,781 2,162
-------------------------------------------- --------- ---------
Total comprehensive loss for the year
attributable to the owners of the Company (704,753) (636,492)
Consolidated Statement of Financial Position
As at 31 December 2020
2020 2019
GBP GBP
Notes
Non-current assets
Property, plant and equipment 9 1,283 2,710
Goodwill 10 204,061 128,296
Intangible assets 11 685,116 439,100
-------------------------------------- ------ ------------- -------------
Total non-current assets 890,460 570,106
-------------------------------------- ------ ------------- -------------
Current assets
-------------------------------------- ------ ------------- -------------
Trade and other receivables 13 63,573 28,030
Cash and cash equivalents 478,910 865,875
Assets classified as held for sale 14 - 404,504
Total current assets 542,483 1,298,409
-------------------------------------- ------ ------------- -------------
Current liabilities
Trade and other payables 15 361,589 199,918
Liabilities directly associated with
assets classified as held for sale 14 - 8,948
Total current liabilities 361,589 208,866
-------------------------------------- ------ ------------- -------------
Net current assets 180,894 1,089,543
-------------------------------------- ------ ------------- -------------
NET ASSETS 1,071,354 1,659,649
-------------------------------------- ------ ------------- -------------
Equity
Share capital 16 1,701,076 1,398,310
Share premium 20,076,343 19,812,071
Capital redemption reserve 23,616 23,616
Merger reserve 160,000 160,000
Convertible loan note reserve 19 196,364 668,278
Share based payment reserve 63,087 36,982
Foreign currency reserve 15,009 10,484
Retained losses (21,164,141) (20,450,092)
-------------------------------------- ------ ------------- -------------
Equity attributable to owners of the
Company 1,071,354 1,659,649
TOTAL EQUITY 1,071,354 1,659,649
-------------------------------------- ------ ------------- -------------
Company Statement of Financial Position
As at 31 December 2020
2020 2019
GBP GBP
Notes
Non-current assets
Investments 12 783,823 543,823
-------------------------------------- ------ ------------- -------------
Total non-current assets 783,823 543,823
-------------------------------------- ------ ------------- -------------
Current assets
Investments held for sale 12 - 240,000
Trade and other receivables 13 986,641 761,756
Cash and cash equivalents 407,766 834,172
Total current assets 1,394,407 1,835,928
-------------------------------------- ------ ------------- -------------
Current liabilities
Trade and other payables 15 139,204 106,651
Total current liabilities 139,204 106,651
-------------------------------------- ------ ------------- -------------
Net current assets 1,255,203 1,729,277
-------------------------------------- ------ ------------- -------------
NET ASSETS 2,039,026 2,273,100
-------------------------------------- ------ ------------- -------------
Equity
Share capital 16 1,701,076 1,398,310
Share premium 20,076,343 19,812,071
Capital redemption reserve 23,616 23,616
Merger reserve 160,000 160,000
Convertible loan note reserve 19 196,364 668,278
Share based payment reserve 63,087 36,982
Retained losses (20,181,460) (19,826,157)
-------------------------------------- ------ ------------- -------------
Equity attributable to owners of the
Company 2,039,026 2,273,100
TOTAL EQUITY 2,039,026 2,273,100
-------------------------------------- ------ ------------- -------------
Consolidated Statement of Changes in Equity
For the year ended 31 December 2020
Share Share Capital Merger Convertible Share Foreign Retained TOTAL
capital premium redemption reserve loan note based currency losses EQUITY
reserve reserve payment reserve
reserve
GBP GBP GBP GBP GBP GBP GBP GBP GBP
-------------- --------- ---------- ---------- -------- ----------- -------- --------- ------------ ---------
Balance at 1
January 2019 1,203,465 19,025,466 23,616 160,000 145,033 10,877 8,322 (19,813,895) 762,884
-------------- --------- ---------- ---------- -------- ----------- -------- --------- ------------ ---------
Loss for the
year - - - - - - - (638,654) (638,654)
Exchange
differences
on
translation
of foreign
operations - - - - - - 2,162 - 2,162
-------------- --------- ---------- ---------- -------- ----------- -------- --------- ------------ ---------
Total
comprehensive
loss
for the year - - - - - - 2,162 (638,654) (636,492)
-------------- --------- ---------- ---------- -------- ----------- -------- --------- ------------ ---------
Shares issued 194,845 854,385 - - - - - - 1,049,230
Cost of shares
issued - (67,780) - - - - - - (67,780)
Unclaimed
dividends - - - - - - - 2,457 2,457
Share based
payments - - - - - 26,105 - - 26,105
Movement in
the year - - - - 523,245 - - - 523,245
Balance at 31
December
2019 1,398,310 19,812,071 23,616 160,000 668,278 36,982 10,484 (20,450,092) 1,659,649
-------------- --------- ---------- ---------- -------- ----------- -------- --------- ------------ ---------
Loss for the
year - - - - - - - (717,534) (717,534)
Exchange
differences
on
translation
of foreign
operations - - - - - - 12,781 - 12,781
-------------- --------- ---------- ---------- -------- ----------- -------- --------- ------------ ---------
Total
comprehensive
loss
for the year - - - - - - 12,781 (717,534) (704,753)
-------------- --------- ---------- ---------- -------- ----------- -------- --------- ------------ ---------
Shares issued 302,766 264,272 - - - - - - 567,038
Unclaimed
dividends - - - - - - - 3,485 3,485
Share based
payments - - - - - 26,105 - - 26,105
Movement in
the year - - - - (471,914) - (8,256) - (480,170)
Balance at 31
December
2020 1,701,076 20,076,343 23,616 160,000 196,364 63,087 15,009 (21,164,141) 1,071,354
-------------- --------- ---------- ---------- -------- ----------- -------- --------- ------------ ---------
Company Statement of Changes in Equity
For the year ended 31 December 2020
Share Share Capital Merger Convertible Share Based Retained TOTAL EQUITY
Capital Premium Redemption Reserve Loan Note Payment Losses
Reserve Reserve Reserve
GBP GBP GBP GBP GBP GBP GBP GBP
-------------- --------- ---------- ------------- -------- ------------ ------------ ------------ ------------
Balance at 1
January 2019 1,203,465 19,025,466 23,616 160,000 145,033 10,877 (19,420,432) 1,148,025
-------------- --------- ---------- ------------- -------- ------------ ------------ ------------ ------------
Total
comprehensive
loss for the
year - - - - - - (408,182) (408,182)
-------------- --------- ---------- ------------- -------- ------------ ------------ ------------ ------------
Shares issued 194,845 854,385 - - - - - 1,049,230
Cost of shares
issued - (67,780) - - - - - (67,780)
Unclaimed
dividends - - - - - - 2,457 2,457
Share based
payments - - - - - 26,105 - 26,105
Movement in
the year - - - - 523,245 - - 523,245
-------------- --------- ---------- ------------- -------- ------------ ------------ ------------ ------------
Balance at 31
December 2019 1,398,310 19,812,071 23,616 160,000 668,278 36,982 (19,826,157) 2,273,100
-------------- --------- ---------- ------------- -------- ------------ ------------ ------------ ------------
Total
comprehensive
loss for the
year - - - - - - (358,788) (358,788)
-------------- --------- ---------- ------------- -------- ------------ ------------ ------------ ------------
Shares issued 302,766 264,272 - - - - - 567,038
Unclaimed
dividends - - - - - - 3,485 3,485
Share based
payments - - - - - 26,105 - 26,105
Movement in
the year - - - - (471,914) - - (471,914)
-------------- --------- ---------- ------------- -------- ------------ ------------ ------------ ------------
Balance at 31
December 2020 1,701,076 20,076,343 23,616 160,000 196,364 63,087 (20,181,460) 2,039,026
-------------- --------- ---------- ------------- -------- ------------ ------------ ------------ ------------
Consolidated and Company Statement of Cash Flows
For the year ended 31 December 2020
GROUP COMPANY
2020 2019 2020 2019
GBP GBP GBP GBP
Operating loss (717,534) (638,654) (358,788) (408,182)
Adjustment for:
Depreciation and amortisation 116,504 110,991 - -
Share based payment expense 26,105 26,105 26,105 26,105
Foreign exchange gain/(loss) 25,597 (5,580) - -
Finance costs 31,812 - 31,812 -
(Increase)/decrease in receivables (35,543) 37,538 (224,885) (312,138)
Increase/(decrease) in payables 129,837 (55,010) 69,865 (2,768)
Net cash used in operating activities (423,222) (524,610) (455,891) (696,983)
--------------------------------------------------------------- ---------- ---------- ---------- ----------
Cash flows from investing activities:
Purchase of equipment - (4,065) - -
Purchase of intangible assets (31,649) (112,115) - -
Net cash from investing activities (31,649) (116,180) - -
--------------------------------------------------------------- ---------- ---------- ---------- ----------
Cash flows from financing activities
Shares issued 26,000 1,049,230 26,000 1,049,230
Costs of shares issued - (67,780) - (67,780)
Loan received 38,421 - - -
Unclaimed dividends 3,485 - 3,485 -
Interest paid - (28,975) - -
Proceeds from convertible loan notes issued - 523,245 - 523,245
Net cash from financing activities 67,906 1,475,720 29,485 1,504,695
--------------------------------------------------------------- ---------- ---------- ---------- ----------
Net (decrease)/increase in cash and cash equivalents (386,965) 834,930 (426,406) 807,712
Cash and cash equivalents brought forward 865,875 28,783 834,172 26,460
Effects of exchange rate changes on cash and cash equivalents - 2,162 - -
--------------------------------------------------------------- ---------- ---------- ---------- ----------
Cash and cash equivalents carried forward 478,910 865,875 407,766 834,172
--------------------------------------------------------------- ---------- ---------- ---------- ----------
1. Summary of significant accounting policies
IQ-AI Limited (the "Company") is a limited liability company
incorporated and domiciled in Jersey. The address of the registered
office is given on page 52.
The financial statements are presented in pounds sterling (GBP)
since that is the currency of the primary environment in which the
Group and Company operates.
The principal accounting policies applied in the preparation of
these financial statements are set out below. These policies have
been consistently applied to all the years presented, unless
otherwise stated.
Basis of preparation
These financial statements have been prepared and approved by
the Directors in accordance with International Financial Reporting
Standards (IFRS) and IFRIC interpretations as adopted by the
European Union.
The financial statements have been prepared under the historical
cost convention, as modified for the assets held for sale measured
at fair value less costs to sell.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the accounting policies. The areas involving a higher
degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements, are
disclosed in note 2.
Going concern
The Group's business activities, together with the factors
likely to affect its future development, performance and position
are set out in the Chief Executive Officer's Statement. In
addition, note 21 to the financial statements includes the Group's
and Company's objectives, policies and processes for managing its
capital and its financial risk management objectives.
The current economic conditions continue to create uncertainty,
particularly over (a) the level of demand for the group's products;
and (b) the availability of finance for the foreseeable future. The
Directors' are satisfied that the Group has sufficient resources to
meet any obligations over the going concern period. At 31 December
2020, the Group had cash balances of GBP478,910 (2019:
GBP865,875).
The Group's employees carry out their duties remotely, via the
network infrastructure in place. As a result, there has been no
disruption to date to the operational activities of the Group
during the COVID-19 social distancing and working from home
restrictions. All key business functions continue to operate at
normal capacity.
Taking in to account the comments above, the Directors have, at
the time of approving the financial statements, a reasonable
expectation that the Company and the Group have adequate resources
to continue in operational existence for the foreseeable future.
Therefore, they continue to adopt the going concern basis of
accounting in preparing the financial statements
New standards, amendments and interpretations adopted by the
Group and Company
The following IFRS or IFRIC interpretations were effective for
the first time for the financial year beginning 1 January 2020.
Their adoption has not had any material impact on the disclosures
or on the amounts reported in these financial statements:
Standards /interpretations Application
--------------------------- -------------------------------------------
IAS 1 & IAS 8 amendments Definition of Material
IFRS 3 amendments Business Combinations
Amendments to IFRS Interest Rate Benchmark Reform
9, IAS 39 & IFRS 17
N/A Amendments to References to the Conceptual
Framework in IFRS Standards
New standards, amendments and interpretations not yet
adopted
Standards /interpretations Application
--------------------------- ------------------------------------------
IAS 1 amendments Presentation of Financial Statements:
Classification of Liabilities as Current
or Non-Current and Classification of
Liabilities as Current or Non-current
- Deferral of Effective Date: Effective
1 January 2023
IFRS 3 amendments Business Combinations - Reference to
the Conceptual Framework:
Effective 1 January 2022*
IAS 16 amendments Property, Plant and Equipment: Effective
1 January 2022*
IAS 37 amendments Provisions, Contingent Liabilities and
Contingent Assets:
Effective 1 January 2022*
N/A Annual Improvements to IFRS Standards
2018-2020 Cycle: Effective 1
January 2022*
There are no IFRS's or IFRIC interpretations that are not yet
effective that would be expected to have a material impact on the
Company or Group.
Basis of consolidation
The Group financial statements consolidate the financial
statements of the Company and all its subsidiaries ("the Group").
Subsidiaries include all entities over which the Group is exposed,
or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its
power over the investee. The existence and effect of potential
voting rights that are currently exercisable or convertible are
considered when assessing whether the Group controls another
entity. Subsidiaries are consolidated from the date on which
control commences until the date that control ceases. Intra-group
balances and any unrealised gains and losses on income or expenses
arising from intra-group transactions, are eliminated in preparing
the consolidated financial statements.
The acquisition method of accounting is used to account for
business combinations. The cost of an acquisition is measured as
the fair value of the assets given, equity instruments issued, and
liabilities incurred or assumed at the date of exchange, and the
equity interests issued. Identifiable assets acquired, and
liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair value at the
acquisition date. Acquisition related costs are expensed as
incurred. Where necessary, amounts reported by subsidiaries have
been adjusted to conform with the Group's accounting policies.
Investments in subsidiaries
Investments in subsidiaries are held at cost less any
impairment.
Goodwill
Goodwill on acquisition of subsidiaries represents the excess of
the cost of acquisition over the fair value of the Group's share of
the identifiable net assets and contingent liabilities acquired.
Identifiable assets are those which can be sold separately, or
which arise from legal rights regardless of whether those rights
are separable. Goodwill on acquisition of subsidiaries is included
in intangible assets. Goodwill is not amortised but is tested
annually, or when trigger events occur, for impairment and is
carried at cost less accumulated impairment losses.
Foreign currency translation
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 are recognised in the income
statement. Foreign exchange gains and losses are presented in the
income statement within 'finance income or costs.'
The results and financial position of Group entities that have a
functional currency different from the presentation currency are
translated into the presentation currency as follows:
-- assets and liabilities for each Statement of Financial
Position presented are translated at the closing rate at the date
of that Statement of Financial Position;
-- income and expenses for each Income Statement presented are
translated at average exchange rates (unless this average is not a
reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and
expenses are translated at the rate on the dates of the
transactions); and
-- all resulting exchange differences are recognised in other comprehensive income.
Goodwill and fair value adjustments arising on the acquisition
of a foreign entity are treated as assets and liabilities of the
foreign entity and translated at the closing rate. Exchange
differences arising are recognised in other comprehensive
income.
Property, plant and equipment
Property, plant and equipment is stated at historical cost less
depreciation. Historical cost includes expenditure that is directly
attributable to the acquisition of the items.
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 group and the cost of the item can be measured
reliably. The carrying amount of the replaced part is derecognised.
All other repairs and maintenance are charged to the income
statement during the financial period in which they are
incurred.
Depreciation on other assets is calculated using the
straight-line method to allocate their cost or revalued amounts to
their residual values over their estimated useful lives, as
follows:
Furniture, fittings and equipment 3 - 8 years
The assets' residual values and useful lives are reviewed, and
adjusted if appropriate, at the end of each reporting period.
Intangible assets - Intellectual property and internally
generated software
Separately acquired intellectual property is shown at historic
cost. Intellectual property acquired in a business combination is
recognised at fair value at the acquisition date. Amortisation is
calculated using the straight-line method over the estimated useful
life of up to 5 years.
Development costs that are directly attributable to the design
and testing of identifiable and unique software products controlled
by the Group are recognised as intangible assets when the following
criteria are met:
-- it is technically feasible to complete the software product
so that it will be available for use;
-- management intends to complete the software product and use or sell it;
-- there is an ability to use or sell the software product;
-- it can be demonstrated how the software product will generate
probable future economic benefits;
-- adequate technical, financial and other resources to complete
the development and use or sell the software product are available;
and
-- the expenditure attributable to the software product during
its development can be reliably measured.
Directly attributable costs that are capitalised as part of the
software product include the software development employee costs
and an appropriate portion of relevant overheads.
Other development expenditure that does not meet these criteria
is recognised as an expense as incurred. Development costs
previously recognised as an expense are not recognised as an asset
in a subsequent period. Software development costs recognised as
assets are amortised over their estimated useful lives, which do
not exceed 5 years. Amortisation commences when regulatory approval
is obtained, and the product is commercially available.
Impairment of non-financial assets
Intangible assets that have an indefinite useful life or
intangible assets not ready to use are not subject to amortisation
and are tested annually for impairment. Assets that are subject to
amortisation are reviewed for impairment 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 of disposal and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there
are largely independent cash inflows (cash-generating units). Prior
impairments of non-financial assets (other than goodwill) are
reviewed for possible reversal at each reporting date.
Non-current assets (or disposal groups) held-for-sale and
discontinued operations
Non-current assets (or disposal groups) are classified as assets
held for sale when their carrying amount is to be recovered
principally through a sale transaction and a sale is considered
highly probable. They are stated at the lower of carrying amount
and fair value less costs to sell. A discontinued operation is a
component of the Group that is classified as held for sale and that
represents a separate line of business or geographical area of
operations. The results of discontinued operations are presented
separately in the Consolidated Income Statement.
Financial instruments
Financial assets and financial liabilities are recognised in the
Group's balance sheet when the Group becomes a party to the
contractual provisions of the instrument.
Financial assets
The Group classifies its financial assets in the following
categories financial assets as "at fair value through profit and
loss" and "loans and receivables". The classification depends on
the nature and purpose of the financial assets and is determined at
the time of initial recognition. Management determines the
classification of its financial assets at initial recognition.
Loans and receivables
Trade receivables are amounts due from customers for merchandise
sold or services performed in the ordinary course of business.
Trade receivables are held with the objective of collecting the
contractual cash flows. If collection is expected in one year or
less (or in the normal operating cycle of the business if longer),
they are classified as current assets. If not, they are presented
as non-current assets.
Trade receivables are recognised initially at fair value, and
subsequently measured at amortised cost using the effective
interest method, less provision for impairment. The Group applies
the IFRS 9 simplified approach to measuring expected credit losses
which uses a lifetime expected loss allowance for all trade
receivables and contract assets.
Due to the short-term nature of the other current receivables,
their carrying amount is considered to be the same as their fair
value.
A financial asset is assessed at each reporting date to
determine whether there is any evidence that it is impaired. A
financial asset is considered impaired if objective evidence
indicates that one or more events have had a negative effect on the
estimated future cash flows of that asset. Individual significant
financial assets are tested for impairment on an individual basis.
The remaining financial assets are assessed collectively in groups
that share similar credit risk characteristics. All impairment
losses are recognised in the consolidated income statement.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at
call with banks and other short-term highly liquid investments with
maturities of three months or less. In the consolidated Statement
of Financial Position, bank overdrafts are shown within borrowings
in current liabilities.
Financial liabilities and equity instruments issued by the
group
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements entered
into. An equity instrument is any contract that evidences a
residual interest in the assets of the Group after deducting all of
its liabilities. Equity instruments issued by the Group are
recorded at the proceeds received, net of direct issued costs.
Convertible loan notes
The convertible loan note ("CLN") is a compound financial
instrument that can be converted to share capital at the option of
the holder. As the CLN, and the accrued interest, can only be
repaid by the issue of shares, it has been recognised in equity
only, with no liability component. Interest is accounted for on an
accruals basis and charged to the Consolidated Income Statement and
added to the carrying amount of the equity component of the
CLN.
Trade and other payables
Trade payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities
if payment is due within one year or less (or in the normal
operating cycle of the business if longer). If not, they are
presented as non-current liabilities.
Trade and other payables are recognised initially at fair value,
and subsequently measured at amortised cost using the effective
interest method. The carrying amounts of trade and other payables
are considered to be the same as their fair values.
Segment reporting
An operating segment is a component of the Group that engages in
business activity from which it may earn revenues and incur
expenses, including revenues and expenses that relate to
transactions with and of the Group's other components. All
operating segments' operating results, for which discrete financial
information is available, are reviewed regularly by the Group's
Board to make decisions about resources to be allocated to the
segment and assess its performance. The Group reports on a
two-segment basis - holding company expenses and medical
software.
Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of ordinary shares and share
options are recognised as a deduction from equity, net of any tax
effects, from the proceeds.
Share-based payments
The Company operates an equity-settled, share-based compensation
plan, under which the entity receives services from employees as
consideration for equity instruments (options) of the Company. The
fair value of the employee services received in exchange for the
grant of the options is recognised as an expense. The total amount
to be expensed is determined by reference to the fair value of the
options granted:
-- including any market performance conditions (for example, an entity's share price);
-- excluding the impact of any service and non-market
performance vesting conditions (for example, profitability or sales
growth targets, or remaining an employee of the entity over a
specified time period); and
-- including the impact of any non-vesting conditions (for
example, the requirement for employees to save or holding shares
for a specific period of time).
At the end of each reporting period, the group revises its
estimates of the number of options that are expected to vest based
on the non-market vesting conditions and service conditions. It
recognises the impact of the revision to original estimates, if
any, in the income statement, with a corresponding adjustment to
equity.
In addition, in some circumstances employees may provide
services in advance of the grant date and therefore the grant date
fair value is estimated for the purposes of recognising the expense
during the period between service commencement period and grant
date.
When the options are exercised, the company issues new shares.
The proceeds received net of any directly attributable transaction
costs are credited to share capital (nominal value) and share
premium.
The grant by the Company of options over its equity instruments
to the employees of subsidiary undertakings in the Group is treated
as a capital contribution. The fair value of employee services
received, measured by reference to the grant date fair value, is
recognised over the vesting period as an increase in investment in
subsidiary undertakings, with a corresponding credit to equity in
the parent entity accounts.
The social security contributions payable in connection with the
grant of the share options is considered an integral part of the
grant itself, and the charge will be treated as a cash-settled
transaction.
Revenue recognition
The group derives revenue from the transfer of goods and
services at a point in time and over time. Revenue from external
customers arise on the sales of software licences, including
associated maintenance, and consultancy services.
Revenue from licence sales is measured at the agreed transaction
price at a point in time. A receivable is recognised when access to
the software is granted, since this is the point in time that the
consideration is unconditional because only the passage of time is
required before the payment is due. Support and maintenance
services are provided on the product supplied; this is deemed to be
a separately identifiable product and is recognised over time.
Revenue from consulting services are recognised in the accounting
period in which the services are rendered.
Taxation
The Company is registered in Jersey, Channel Islands and is
taxed at the Jersey Company standard rate of 0%. However, the
Company's subsidiaries are situated in jurisdictions where taxation
may become applicable to local operations.
The major components of income tax on profit or loss include
current and deferred tax.
The tax currently payable is based on the taxable profit for the
period using the tax rates that have been enacted or substantially
enacted by the balance sheet date. Taxable profit differs from the
net profit as reported in the income statement because it excludes
items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or
deductible.
Deferred tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the Group financial
statements. Deferred tax is determined using tax rates that have
been enacted or substantially enacted at the balance sheet date and
are expected to apply when the related deferred income tax asset is
realised of the deferred tax liability is settled.
Deferred tax assets are only recognised to the extent that it is
probable that future taxable profit will be available against which
the asset can be utilised. Deferred tax is charged or credited in
the income statement, except when it relates to items charged or
credited to equity, in which case the deferred tax is also dealt
with in equity.
2. Critical accounting estimates and judgements
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.
Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future.
The resulting accounting estimates will, by definition, seldom
equal the related actual results. The estimates and assumptions
that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next
financial year are discussed below.
Fair value measurement
Management uses valuation techniques to determine the fair value
of assets held for sale. This involves developing estimates and
assumptions consistent with how market participants would price the
instrument. Management bases its assumptions on best observable
data available as far as possible. Estimated fair values may vary
from the actual prices that would be achieved in an arm's length
transaction at the reporting date. During 2020, management decided
to retract its decision to sell Stone Checker Software Limited.
Critical judgments in applying the entity's accounting
policies
The following are the critical judgements that the Directors
have made in the process of applying the Group's accounting
policies and that have the most significant effect on the amounts
recognised in the financial statements.
Capitalisation of internally developed software
Distinguishing the research and development phases of the
software suites and determining whether the recognition
requirements for the capitalisation of development costs are met
requires judgement. After capitalisation, management monitors
whether the recognition requirements continue to be met and whether
there are any indicators that capitalised costs may be
impaired.
3. Segmental analysis
The Directors are of the opinion that under IFRS 8 - "Segmental
Information" the Group operated in two primary business segments in
2020; being holding company expenses and medical software. The
secondary segment is geographic. The Group's losses and net assets
by primary business segments are shown below.
Segmentation by continuing businesses:
2020 2019
GBP GBP
Loss before income tax
------------------------------------ ---------- ----------
Holding company (358,788) (408,182)
Medical software (358,746) (230,472)
(717,534) (638,654)
------------------------------------ ---------- ----------
Net assets
------------------------------------ ---------- ----------
Holding company 2,039,026 2,273,100
Medical software - net liabilities (967,672) (320,335)
--------------------------------------- ---------- ----------
3. Segmental analysis (continued)
Segmentation by geographical area:
2020 2019
GBP GBP
Revenue to external customers
------------------------------- ---------- ----------
Jersey - -
United Kingdom - -
United States of America 255,314 267,898
255,314 267,898
------------------------------- ---------- ----------
Loss before income tax
------------------------------- ---------- ----------
Jersey (358,788) (408,182)
United Kingdom (8,167) (21,587)
United States of America (350,579) (208,885)
(717,534) (638,654)
------------------------------- ---------- ----------
Net assets/(liabilities)
------------------------------- ---------- ----------
Jersey 2,039,026 2,273,100
United Kingdom (251,389) -
United States of America (716,283) (320,335)
---------------------------------- ---------- ----------
4. Finance costs
2020 2019
GBP GBP
Interest payable on unsecured convertible
loan notes 31,812 28,975
------------------------------------------ ------ ------
5. Operating loss
2020 2019
GBP GBP
The following items have been included in
arriving at operating loss
Staff costs 388,066 414,167
Amortisation of internally generated intangible
assets 114,846 109,012
Auditor's remuneration has been included in
arriving at operating loss as follows:
Fees payable to the Company's auditor and
their associates for the audit of the Group
and Company's financial statements 28,500 20,000
Non-audit services - -
------------------------------------------------ ------- -------
Total audit fees payable to the Group auditors 28,500 20,000
6. Employee information
The average monthly number of employees (including Executive
Directors) was:
2020 2019
Number Number
Administration 7 7
GBP GBP
------------------------------------------------ ------- -------
Staff costs (for the above employees)
Wages and salaries 386,406 412,544
Social security costs and pension contributions 1,660 1,623
388,066 414,167
------------------------------------------------ ------- -------
Directors' remuneration and transactions
2020 2019
GBP GBP
Directors' remuneration
Emoluments and fees 160,000 125,000
Remuneration of the highest paid director:
Emoluments and fees 100,000 65,000
Benefits and other fees - -
------------------------------------------- ------- -------
100,000 65,000
------------------------------------------- ------- -------
7. Income tax expense
2020 2019
The tax assessed for the period is different
from the standard rate of income tax, as GBP GBP
Income tax as explained below:
Loss before tax on continuing operations (717,534) (638,654)
Loss before tax multiplied by the standard
rate of Jersey income tax of 0% - -
Adjustments to tax in respect of prior periods - -
Tax (credit)/charge for period - -
----------------------------------------------- --------- ---------
8. Earnings per share
Basic and diluted
Earnings per share is calculated by dividing the loss
attributable to the equity holders of the Company by the weighted
average number of Ordinary shares in issue during the period,
excluding Ordinary shares purchased by the Company and held as
treasury shares.
2020 2019
Group:
---------------------------------------------------- ----------- -----------
Loss attributable to equity holders of the parent
(GBP) (717,534) (638,654)
Weighted average number of shares in issue (Number) 148,008,694 128,197,043
Loss per share (pence) from continuing operations (0.48) (0.50)
9. Property, plant and equipment
Equipment Total
Group GBP GBP
Cost
At 1 January 2019 6,180 6,180
Additions 4,065 4,065
Transferred to assets classified as held for
sale (see note 14) (1,249) (1,249)
-------------------------------------------------- --------- -------
At 31 December
2019 8,996 8,996
Additions - -
Exchange differences (135) (135)
Transferred from assets classified as held for
sale (see note 14) 1,249 1,249
-------------------------------------------------- --------- -------
At 31 December
2020 10,110 10,110
Depreciation
At 1 January 2019 (5,262) (5,262)
Charge for the
year (1,979) (1,979)
On assets reclassified as held
for sale (see note 14) 955 955
------------------------------------------------- --------- -------
At 31 December
2019 (6,286) (6,286)
Charge for the
year (1,658) (1,658)
Exchange differences 72 72
On assets reclassified as held
for sale (see note 14) (955) (955)
------------------------------------------------- --------- -------
At 31 December
2020 (8,827) (8,827)
Carrying amount
At 31 December
2020 1,283 1,283
-------------------------------------------------- --------- -------
At 31 December
2019 2,710 2,710
-------------------------------------------------- --------- -------
10. Goodwill
Group GBP
Cost
At 1 January 2019 201,274
----------------------------------------- -------------------------
Reclassified to held for
sale (see note 14) (82,627)
Exchange differences 9,649
----------------------------------------- -------------------------
At 31 December 2019 128,296
----------------------------------------- -------------------------
Reclassified from held for
sale (see note 14) 82,627
Exchange differences (6,862)
----------------------------------------- -------------------------
At 31 December 2020 204,061
----------------------------------------- -------------------------
The goodwill at 31 December 2020 arises during the purchase of
Imaging Biometrics and Stone Checker Software Limited. The goodwill
is not amortised but is reviewed on an annual basis for impairment,
or more frequently if there are indications that goodwill might be
impaired. The impairment review comprises a comparison of the
carrying amount of the goodwill with its recoverable amount (the
higher of fair value less costs to sell and value in use). No
impairment was deemed necessary for the year ended 31 December
2020.
11. Intangible assets - intellectual property, imaging and
diagnostic software
Group GBP
Cost
At 1 January 2019 754,456
-------------------------------------------------------- ----------------------
Exchange differences 38,936
Additions from internal development 112,115
Reclassified to assets held for sale (see
note 14) (321,509)
At 31 December 2019 583,998
-------------------------------------------------------- ------------------------
Exchange differences (27,690)
Additions from internal
development 68,962
Reclassified from assets held for sale
(see note 14) 321,509
-------------------------------------------------------- ------------------------
At 31 December 2020 946,779
-------------------------------------------------------- ------------------------
Accumulated Amortisation
At 1 January 2019 33,187
-------------------------------------------------------- ------------------------
Exchange differences 2,699
Charge for the year 109,012
At 31 December 2019 144,898
-------------------------------------------------------- ------------------------
Exchange differences 1,919
Charge for the year 114,846
At 31 December 2020 261,663
-------------------------------------------------------- ------------------------
Net book value
At 31 December 2020 685,116
-------------------------------------------------------- ------------------------
At 31 December 2019 439,100
-------------------------------------------------------- ------------------------
During 2019, intangible assets relating to the internally
developed software 'StoneChecker', held in Stone Checker Software
Limited, were transferred to the disposal group classified as
held-for-sale. Management subsequently retracted its decision to
sell the software in 2020. See note 14 for further details
regarding the assets held for sale.
12. Investments in subsidiaries
Shares in
Company group undertakings
GBP
Cost
At 1 January 2019 783,823
Reclassified to investments held
for sale (240,000)
--------------------------------------- ----------------------
At 31 December 2019 543,823
Reclassified from investments held
for sale 240,000
--------------------------------------- ----------------------
At 31 December 2020 783,823
---------------------------------------- ----------------------
At 31 December 2020, the Group consisted of a parent company,
IQ-AI Limited, registered in Jersey and its two wholly owned
subsidiaries.
Subsidiaries:
Imaging Biometrics LLC
Registered Office: 13406 Watertown Plank Road, Elm Grove, WI
53122, United States of America
Nature of business: develops ready-to-use software applications
for the healthcare industry.
%
Class of share Holding
------------------------------------- ----------------------------
Ordinary shares 100
------------------------------------- ----------------------------
Stone Checker Software Limited
Registered Office: Unit 12 Westway Business Centre, Marksbury,
Bath, BA2 9HN, United Kingdom
Nature of business: supplier of technology solutions
in the field of kidney stone analysis and kidney
stone prevention.
%
Class of share Holding
------------------------------------------------------ ------------------
Ordinary shares 100
------------------------------------------------------ ------------------
13. T rade and other receivables
Group Company
---------------- ------------------
2020 2019 2020 2019
GBP GBP GBP GBP
Amounts owed by group undertakings - - 971,393 756,467
Trade receivables 29,305 11,657 - -
Other receivables 7,611 5,564 - -
Prepayments 26,657 10,809 15,248 5,289
63,573 28,030 986,641 761,756
------------------------------------ ------- ------- -------- --------
In the Directors' opinion, the carrying amounts of receivables
is considered a reasonable approximation of fair value. The Group
monitors on a monthly basis the receivable balance and makes
impairment provisions when debt reaches a certain age. There are no
significant known risks as at 31 December 2020 (2019: none).
14. Non-current Assets Held for Sale and Discontinued Operations
On 18 December 2019, the Directors announced their intention to
actively seek a buyer for Stone Checker Software Limited. The
proceeds from the disposal were expected to exceed the book value
of the related net assets and accordingly no impairment loss was
recognised on the classification of these operations as held for
sale.
During 2020, the Directors retracted their decision to sell
Stone Checker Software Limited and ceased to classify the entity as
held for sale.
The results of operations for that component previously
presented in discontinued operations for the year ended 31 December
2019 have been reclassified and included within continuing
operations for all periods presented. The Statement of
Comprehensive Income, including associated disclosures, have been
re-presented within the 2019 comparative period on that basis.
No adjustment to the carrying amount of the net assets of Stone
Checker Software Limited, subsequent to the decision not to sell,
is deemed necessary.
The major classes of assets and liabilities comprising the
operations classified as held for sale as at 31 December 2019 were
as follows:
Year ended
31 December
2019
GBP
-------------
Goodwill 82,627
Property, plant and equipment 294
Intangible assets 321,509
Other receivables 74
-------------
Total assets classified as held for sale 404,504
Trade and other payables (4,948)
Loans (4,000)
-------------
Total liabilities associated with assets classified
as held for sale (8,948)
Net assets of disposal group 395,556
=============
15. Trade and other payables
Group Company
------------------ ------------------
2020 2019 2020 2019
GBP GBP GBP GBP
Amounts owed to group undertakings - - 48,137 32,665
Trade payables - 12,741 - -
Loans 93,313 57,994 - -
Other creditors 8,740 - - -
Accruals and deferred income 259,536 125,698 91,067 70,501
Dividends payable - 3,485 - 3,485
361,589 199,918 139,204 106,651
------------------------------------ -------- -------- -------- --------
In the Directors' opinion, the carrying amount of payables is
considered a reasonable approximation of fair value.
16. Share capital
2020 2019 2020 2019
Number Number GBP GBP
Allotted, called up and
fully paid
Ordinary shares of 1p each 170,107,609 139,830,982 1,701,076 1,398,310
---------------------------- ------------ ------------ ---------- ----------
170,107,609 139,830,982 1,701,076 1,398,310
---------------------------- ------------ ------------ ---------- ----------
The movement in share capital is detailed below:
Number of
shares issued
------------------------------------------------------------ ---------------
On 13 January 2020, the Company issued 1,000,000
ordinary shares at 2.6p following the exercise of
options held by David Smith. 1,000,000
On 5 February 2020, the Company converted GBP60,000
convertible loan notes and GBP16,875 related interest
into 5,125,000 ordinary shares at a price of 1.5p
per share. 5,125,000
On 11 November 2020, the Company converted GBP40,000
convertible loan notes and GBP13,500 related interest
into 3,566,666 ordinary shares at a price of 1.5p
per share. 3,566,666
On 11 November 2020, the Company also converted GBP200,000
convertible loan notes and GBP20,000 related interest
into 11,000,000 ordinary shares at a price of 2p
per share. 11,000,000
On 4 December 2020, the Company issued 282,460 ordinary
shares at 13.21p per share. 282,460
On 9 December 2020, the Company converted GBP90,000
convertible loan notes and GBP8,100 related interest
into 6,540,000 ordinary shares at a price of 1.5p
per share. 6,540,000
On 9 December 2020, the Company converted GBP50,000
convertible loan notes and GBP5,250 related interest
into 2,762,500 ordinary shares at a price of 2p per
share. 2,762,500
------------------------------------------------------------ ---------------
17. Reserves
The Group's reserves are made up as follows:
Share capital: Represents the nominal value of the issued share
capital.
Share premium account: Represents amounts received in excess of
the nominal value on the issue of share capital less any costs
associated with the issue of shares.
Capital redemption reserve: Reserve created on the redemption of
the Company's shares
Merger reserve: Represents the difference between the nominal
value of the share capital issued by the Company and the fair value
of Stone Checker Software Limited at the date of acquisition.
Convertible loan note reserve: Represents the equity portion of
the Convertible Loan Notes issued by the Company.
Foreign currency translation reserve: Reserve arising from the
translation of foreign subsidiaries at consolidation.
Retained earnings: Represents accumulated comprehensive income
for the year and prior periods.
18. Share-based payments
On 1 November 2018, 6,017,500 shares in IQ-AI Limited were
granted under option to David Smith. The shares are exercisable at
2.60p and the option will vest over 3 years, with 1/3(rd) vesting
on 1 August 2019 and the remainder vesting at a rate of 1/36(th)
per month on the last day of each month, until the shares become
fully vested. The option will be exercisable for 10 years and will
lapse on 1 August 2028. There are no cash settlement
alternatives.
The fair value is estimated as at the date of grant using a
Black-Scholes model, taking into account the terms and conditions
upon which the options were granted. The following table lists the
inputs to the model.
2018
---------
Exercise price (pence) 2.60p
Shares under option 6,017,500
Risk free interest (%) 2
Expected volatility (%) 52%
Expected life in years 3
The total charge for the year relating to this scheme was
GBP26,105 (2019: GBP26,105).
19. Convertible loan note reserve
2020 2019
GBP GBP
At the beginning of the year 668,278 145,033
Interest charge for the year 31,812 28,975
Loan notes and interest converted (503,726) (24,230)
Loan notes issued during the year - 518,500
----------------------------------- ---------- ---------
At the end of the year 196,364 668,278
----------------------------------- ---------- ---------
The above reserve was created on the issue and conversions of
the following Convertible Loan Notes ("CLNs"). The above amount
relates to the equity portion of the CLNs. The capital and accrued
interest are wholly repayable by the issue of shares in the
Company.
On 5 February 2020, the Company converted GBP60,000 convertible
loan notes and GBP16,875 related interest into 5,125,000 ordinary
shares at a price of 1.5p per share.
On 11 November 2020, the Company converted GBP40,000 convertible
loan notes and GBP13,500 related interest into 3,566,666 ordinary
shares at a price of 1.5p per share.
On 11 November 2020, the Company also converted GBP200,000
convertible loan notes and GBP20,000 related interest into
11,000,000 ordinary shares at a price of 2p per share.
On 9 December 2020, the Company converted GBP90,000 convertible
loan notes and GBP8,100 related interest into 6,540,000 ordinary
shares at a price of 1.5p per share.
On 9 December 2020, the Company converted GBP50,000 convertible
loan notes and GBP5,250 related interest into 2,762,500 ordinary
shares at a price of 2p per share.
20. Operating lease commitments
Financial commitments
The Group had no contracts in respect of lessee arrangements.
The registered office is provided by the Company Secretary as part
of their services. The contract has a cancellation policy of 3
months.
21. Financial instruments
Financial risk management
The Group's activities expose it to a variety of financial
risks: market risk (including currency risk, fair value interest
rate risk, cash flow interest rate risk and price risk), credit
risk and liquidity risk. The Group's overall risk management
programme focuses on the unpredictability of financial markets and
seeks to minimise potential adverse effects on the Group's
financial performance.
The Group has exposure to the following risks from its use of
financial instruments:
(a) Credit risk
(b) Liquidity risk
(c) Market risk
(d) Currency risk
(e) Interest rate risk
(f) Capital risk management
This note presents information about the Group's exposure to
each of the above risks, the Group's objectives, policies and
processes for measuring and managing risks and the Group's
management of capital. Further quantitative disclosures are
included throughout these consolidated financial statements.
The Group's risk management policies are established to identify
and analyse the risks faced by the Group, to set appropriate risk
limits and controls, and to monitor risks and adherence to limits.
Risk management policies and systems are reviewed regularly to
reflect changes in market conditions and the Group's
activities.
The Group Audit Committee oversees how management monitors
compliance with the Group's risk management policies and procedures
and reviews the adequacy of the risk management framework in
relation to the risks faced by the Group.
The Board of Directors has overall responsibility for the
establishment and oversight of the Group's risk management
framework.
(a) Credit risk
Credit risk is the risk of financial loss to the Group if a
customer fails to meet its contractual obligations. Each local
entity is responsible for managing and analysing the credit risk
for each of their new clients before standard payment and delivery
terms and conditions are offered.
Trade and other receivables
The Group's exposure to credit risk is influenced by the type of
customer the Group contracts with. The Group has minimal trade
receivables.
The immediate credit exposure of financial instruments is
represented by those financial instruments that have a net positive
fair value by counterparty at 31 December 2020. The Group considers
its maximum exposure to be:
2020 2019
GBP GBP
Financial instrument
Cash and cash equivalents 478,910 865,875
Loans and receivables, net of impairment 29,305 11,657
----------------------------------------- ------- -------
508,215 877,532
----------------------------------------- ------- -------
All cash balances and short-term deposits are held with an
investment grade bank who is our principal banker (Barclays Bank
PLC). Although the Group has seen no direct evidence of changes to
the credit risk of its counterparties, the current focus on
financial liquidity in all markets has introduced increased
financial volatility. The Group continues to monitor the changes to
its counterparties' credit risk.
(b) Liquidity risk
Liquidity risk is the risk that the Group will not be able to
meet its financial obligations as they fall due.
The Board are jointly responsible for monitoring and managing
liquidity and ensures that the Group has sufficient liquid
resources to meet unforeseen and abnormal requirements. The current
forecast suggests that the Group has sufficient liquid
resources.
The following are the contractual maturities of financial
liabilities:
1 to
Carrying Contractual 6 months 6 to 12 2 2 to 5
amount cash flows or less months years years
31 December 2020 GBP GBP GBP GBP GBP GBP
Non-derivative financial
liabilities
Trade and other payables 268,276 - 268,276 - - -
Borrowings 93,313 - 93,313 - - -
361,589 - 361,589 - - -
1 to
Carrying Contractual 6 months 6 to 12 2 2 to 5
Amount cash flows or less months years years
31 December 2019 GBP GBP GBP GBP GBP GBP
Non-derivative financial
liabilities
Trade and other payables 141,924 - 141,924 - - -
Borrowings 57,994 - 57,994 - - -
199,918 - 199,918 - - -
------------------------- -------- ----------- -------- ------- ----- ------
Available liquid resources and cash requirements are monitored
using detailed cash flow and profit forecasts which are reviewed at
least quarterly, or more often as required. The Directors decision
to prepare these accounts on a going concern basis is based on
assumptions which are discussed in the going concern paragraph in
note 1.
(c) Market risk
Market risk is the risk that changes in market prices, such as
foreign exchange rates, interest rates and equity prices will
affect the Group's income or the value of its holdings of financial
instruments. The objective of market risk management is to manage
and control market risk exposures within acceptable parameters,
while optimising the return. Given the Group began revenue
generating operations in the year, the risk for the year was
minimal.
(d) Currency risk
The Group is exposed to currency risk as the assets of its
subsidiary, Imaging Biometrics LLC, are denominated in US Dollars.
At 31 December 2020, the net foreign liabilities were GBP827,311
(2019: GBP566,216). Differences that arise from the translation of
these assets from US Dollar to Pound Sterling are recognised in
other comprehensive income and the cumulative effect as a separate
component in equity.
(e) Interest rate risk
The Group has no floating rate loans. Therefore, the Group has
no exposure to interest rate risk.
(f) Capital risk management
The Group manages its capital to ensure that entities in the
Group will be able to continue as a going concern while maximising
the return to stakeholders as well as sustaining the future
development of the business. In order to maintain or adjust the
capital structure, the Group may adjust dividends paid to
shareholders, return capital to shareholders, issue new shares or
sell assets to reduce debt.
The capital structure of the Group consists of net debt, which
includes loans, cash and cash equivalents, and equity attributable
to equity holders of the parent, comprising issued capital,
reserves and retained earnings.
Fair value of financial assets and liabilities
Book value Fair value Book value Fair value
2020 2020 2019 2019
GBP GBP GBP GBP
Financial assets
Cash and cash equivalents 478,910 478,910 865,875 865,875
Loans and receivables, net
of impairment 29,305 29,305 11,657 11,657
Total at amortised cost 508,215 508,215 877,532 877,532
Financial liabilities
Trade and other payables 268,276 268,276 141,924 141,924
Borrowings 93,313 93,313 57,994 57,994
Total at amortised cost 361,589 361,589 199,918 199,918
---------------------------- ---------- ---------- ---------- ----------
22. Related party transactions
During the year the Company was charged GBP10,000 (2019:
GBP77,780) by Peterhouse Capital Limited ("Peterhouse") for the
provision of corporate advisory services. The Company is connected
to Peterhouse as Qu Li served as a director of Peterhouse up until
2 November 2020.
Non-Executive Chairman, Qu Li, is also a Director and major
shareholder of China Ventures Limited. During the year China
Ventures Limited charged the Company a total of GBP30,053 (2019:
GBP 30,771 ) in respect of services provided by Dr Li. The balance
outstanding at year end was GBPnil (2019: GBPnil).
At the year end, Trevor Brown directly and indirectly through
Free Association Books, a company in which he also serves as a
Director, holds 49,813,236 Ordinary Shares in the Company.
At the year-end, the amount due to Michael Schmainda in respect
of a loan provided to Imaging Biometrics LLC amounted to US$75,000
(2019: US$75,000). The loan is interest free and repayable on
demand.
23. Events after the reporting period
On 15 April 2021, the full loan amount of $52,495 (GBP38,421)
owing by Imaging Biometrics LLC to the U.S. Small Business
Administration pursuant to the Paycheck Protection Program was
forgiven.
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END
FR GCGDSLBDDGBG
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