23 April 2024
N4 Pharma
plc
("N4 Pharma" or the
"Company")
Final
Results
N4 Pharma Plc (AIM: N4P), the
specialist pharmaceutical company developing Nuvec®, a novel
delivery system for cancer treatments and vaccines, is pleased to
announce its audited results for the year ended 31 December
2023.
Highlights:
Oncology
|
· In vitro
results for Nuvec® loaded with two different
clinically relevant siRNA, EGFR and BCL-2, show comparable cellular
apoptosis to two commercially available products
|
· Further work has demonstrated that Nuvec® can bind not only
single, but dual siRNAs aimed at simultaneously targeting pathways
responsible for cancer progression and that there is an improved
reduction in cell viability from treatment with dual loaded
siRNA
|
· Results suggest that the dual loading of
Nuvec® has the
potential to be a hugely useful tool for combination therapy
treatments
|
|
Oral Delivery
· Completion of in
vivo studies demonstrating that Nuvec® loaded with OVA
m-cherry DNA and encapsulated within an acid protective polymer can
be dosed orally, penetrate the mucus layer, and successfully
express the OVA m-cherry locally in the intestine epithelial
cells
· Studies show that administering enteric coated PEGylated
Nuvec® capsules with a subsequent dose 3 days later can produce and
maintain protein expression
|
· Post
period end, results of further testing show that administering
enteric coated PEGylated Nuvec® capsules, on a staged basis over a
period of 21 days, can maintain the protein expression for even
longer and produce antibodies
|
|
Patents
|
· Patents on using Nuvec® to enhance the performance of viral
vectors granted in Europe, Australia, Japan, China, the U.S. and
India
|
|
Nanogenics
|
· Placing of £350,000 to fund the acquisition of a controlling
stake in Nanogenics Limited, a company with a complementary lipid
and peptide-based delivery system (Liptide®) that is developing a
novel product (ECP105) for the prevention of scarring following
surgery for the treatment of glaucoma
|
· Work
underway with the University of Strathclyde on the formulation of
the product needed to begin in
vivo studies with Kings College London, studies expected to
commence in May 2024
· Investigating potential for orphan drug designation for
ECP105
|
·
Non-viral, non-lipid delivery systems are high in
demand in the gene therapy space and the Company now has two such
delivery systems and expect considerable technical synergies in
developing programmes using both Nuvec® and Liptide®
|
|
Collaborations
|
· Company continues to seek partners to develop its Nuvec®
technology and is in the advanced stages of finalising a
collaboration with an independent global R&D leader based in
the US with the aim of securing a co-marketing agreement following
initial studies
|
|
Financial
|
· Total comprehensive loss for the year was £1,276,778 (2022:
£1,029,261)
|
· Cash
at period end of approximately £1.0m (2022: £1.9m)
|
|
|
|
Nigel Theobald, Chief Executive Officer of the Company,
commented:
"2023 was a year of good progress for the Company with
material advancements in the capabilities of
Nuvec®
both in its ability to dual load and in its
potential for oral delivery. We achieved our objective of expanding
our portfolio through our interest in Nanogenics which brings us a
clear path for taking a product to market and the potential for
orphan drug designation.
"Our IP position has strengthened and we believe we are
closer than ever before to agreeing a collaboration which would
see Nuvec® being applied to other technologies with a view to
co-marketing the resultant technology to big pharma and I look
forward to making further announcements on this in the near
future.
"We continue to manage our cash position tightly and look
forward to the rest of 2024 with great optimism."
Enquiries:
N4
Pharma plc
|
|
Nigel Theobald, CEO
|
Via N4 Pharma Investor
Hub
|
Luke Cairns, Executive
Director
|
|
|
|
Engage with us directly at N4 Pharma
Investor Hub
To hear more, visit
|
Sign up at investors.n4pharma.com
https://investors.n4pharma.com/link/DP429e
|
|
|
SP
Angel Corporate Finance LLP
|
Tel: +44(0)20 3470 0470
|
Nominated Adviser and Joint Broker
|
|
Matthew Johnson/Caroline Rowe/ Kasia
Brzozowska (Corporate Finance)
|
|
Vadim Alexandre/Rob Rees (Corporate
Broking)
|
|
|
|
Turner Pope Investments (TPI) Limited
|
Tel: +44(0)20 3657 0050
|
Joint Broker
|
|
Andy Thacker
James Pope
|
|
|
|
About N4 Pharma
N4 Pharma is a specialist
pharmaceutical company developing a novel delivery system for
oncology, gene therapy and vaccines using its unique silica
nanoparticle delivery system called Nuvec®.
N4 Pharma's business model is to
partner with companies developing novel antigens in these fields to
use Nuvec® as the delivery vehicle for these antigens. As these
products progress through pre‐clinical and clinical programs, N4
Pharma will seek to receive upfront payments, milestone payments
and ultimately royalty payments once products reach the
market.
For further information on the
Company visit www.n4pharma.com or sign up at
investors.n4pharma.com.
Chairman's Report
N4 Pharma Plc ("N4 Pharma" or the
"Company"), is the Parent Company for N4 Pharma UK Limited ("N4
UK") and Nanogenics Limited ("Nanogenics"), and together form the
group (the "Group").
N4 UK is a specialist
pharmaceutical company engaged in the
development of silica nanoparticle delivery systems to improve the
cellular delivery of cancer treatments, gene therapy and
vaccines.
Nanogenics is a specialist
pharmaceutical company engaged in the
development of a Liptide@ platform to deliver a proprietary siRNA sequence to silence a fibrotic gene for the
treatment of glaucoma.
Review of operations for the
financial year ended 31 December 2023
During the year to 31 December
2023 £1,953 of revenue was generated by the Group (31 December
2022: £nil).
The operating loss for the year
increased to £1,276,778 (31 December 2022: £1,029,261 loss).
Expenditure was broadly in line with budget and increased compared
to prior year as more work was undertaken on in vivo vaccine and
oncology studies in 2023.
Cash at the year-end was
£1,027,112 (31 December 2022: £1,919,529) having raised £350,000
towards the end of 2023 primarily to fund the investment into
Nanogenics. Our cash position remains sufficient to continue our
current work streams albeit further funds may be required to expand
our activities as set our further in the Directors'
Report.
Section 172
Disclosures
In discharging their duties, the
Directors of the Group give due regard to their duties to promote
the success of the Group under Section 172(1) of the Companies Act
2006.
Given the size and nature of the
Group all key decisions in the promotion of the success of the
Group are taken at board level with delegation to the Executive
Directors for the execution of such decisions.
All actions and decisions taken are
in good faith with the long-term success of the Group in mind and
in doing so the Directors have considered (amongst other
matters):
n the
likely consequences of any decision in the long term - all key
decisions are taken at board level and are focussed on what is
required to achieve commerciality for the Group's core
projects, Nuvec®
and ECP105, the glaucoma product being developed by
Nanogenics;
n the
interests of the Group's employees - save for the Directors, the
Company has no other employees. The interests of the Directors are
very much aligned with the success of the Group and
Company;
n the
need to foster the Group's business relationships with suppliers,
customers and others - the Group is reliant on third party
providers such as clinical research organisations ("CROs") to
progress the business and maintains good work relationships with
all its counterparties;
n the
impact of the Group's operations on the community and the
environment - all CROs are required to adhere to strict ethical
standards particularly in the use of animals in studies;
n the
desirability of the Group maintaining a reputation for high
standards of business conduct; and
n the
need to act fairly between stakeholders of the Group.
Where or to the extent that the
purposes of the Group consist of or include purposes other than the
benefit of its members, subsection (1) has effect as if the
reference to promoting the success of the Group for the benefit of
its members were to achieve those purposes.
The duty imposed by this section
has effect subject to any enactment or rule of law requiring
Directors, in certain circumstances, to consider or act in the
interests of creditors of the Group.
Key Operational Events and
Opportunities
The Company has continued to add
further pre-clinical proof of concept data to the significant data
accumulated in the prior periods in respect of the potential for
the use of Nuvec®. For 2023, the Company's focus for Nuvec®
was threefold:
· to
expand its knowledge around Nuvec® in oncology and gene therapy
using siRNA to silence genes;
· to
continue to investigate the oral delivery of Nuvec® to the
intestine; and
· to
further investigate the use of Nuvec® to improve the performance of
viral vectors.
In parallel to this ongoing work,
we continued to explore potential collaborations to find
appropriate partners with whom to develop Nuvec® in a way that
could lead to it being marketed to pharma companies with
commercialisation in mind. As stated previously, the Company has
always been open to adding further, complimentary assets and this
was achieved through investment resulting in a controlling stake in
Nanogenics.
siRNA
The Company is focusing its
research on the ability of Nuvec® nanoparticles to be loaded with,
and deliver at the same time, two different siRNA known to inhibit
relevant oncology targets. This is cutting edge research in
the use of nanoparticles as delivery systems in oncology and
consequently the Company is proceeding carefully to ensure that it
gains the maximum understanding of the cellular processes
involved.
Through the use of multiple
different siRNA constructs, the Company has demonstrated that two separate siRNA molecules can be
loaded onto Nuvec® without changing the size or charge of
Nuvec®, both
parameters being essential for successful cellular
uptake.
The initial work on cell growth
involved investigating the combination of inhibition of
EGFR (epidermal growth factor
receptor) and BCL-2:
(B-cell lymphoma 2) using PC-9 cancer cells. Each
siRNA when separately loaded onto Nuvec®
achieved cell inhibition. The work
identified that the expression level of BCL-2 in PC9 cells
was low even though cellular
inhibition was observed. The Company then began investigating alternative cellular pathways that may be
inhibited using siRNA loaded alongside
EGFR. The first was BRD4 (Bromodomain-containing-protein
4) a target for which inhibitors are
currently being evaluated in clinical trials for the treatment of
uveal melanoma, leukemia and carcinoma. The second target was PLK1 (Polo Like Kinase 1), inhibitors
of which are in early clinical development for lymphoma and
pancreatic cancer.
As with the other siRNAs explored
to date, Nuvec® can be loaded with the individual siRNA, as above, and cause
knockdown of the respective targets and reduce cell viability in a
dose-related manner.
Having confirmed dual loading of
Nuvec®, the Company subsequently tested the effect of both BRD4 combined with
EGFR and PLK1 combined with EGFR on knockdown and cell
viability. Although individually both siRNA had demonstrated
the expected results of a dose-dependent inhibition of cell growth
and target knockdown, critically when loaded together there was a
synergistic effect which resulted in a reduction in knockdown
of EGFR receptor but importantly the reduction on cell viability
was retained. These findings give Nuvec® a unique position in using
siRNA to treat oncology and other diseases as multiple siRNA
molecules can be loaded onto Nuvec® and different cellular pathways
inhibited at the same time, a hugely useful tool for combination
therapy treatments.
Oncology
Strategy
It is likely that the precise
combinations of siRNA, both in terms of target and concentration of
siRNA, will vary depending on which cell type they are tested
in. Both these elements will be determined by the clinical
outcome desired.
Chemotherapy treatments for
cancers are broad stroked and have very high toxicity which has led
to the emergence of alternative immuno-oncology treatments.
These have had remarkable success for some cancers but have proved
ineffective in curbing the progression of numerous
cancers.
Single pathway treatments can have
an initial effect but many see the post treatment emergence of
cancer cells that have developed "immune escape" pathways leaving
retreatment as futile.
Novel approaches to the treatment
of cancer that do not rely on the immune response, nor incur the
general toxicity induced by chemotherapy or radiotherapy, but
rather rely on targeting the well-known growth factor pathways
spurring tumour growth are key to addressing the shortfalls of
immunotherapeutic and chemotherapeutic approaches. Although
some monoclonal antibody treatments (mAbs) do target tumour growth
dependent pathways, they have highly significant off-target
effects, must be dosed repeatedly, can be immunogenic, and target
only one pathway at a time, allowing for emergence of tumour
populations that proliferate by other growth pathways. None
have been curative.
The work the Company is doing
shows that Nuvec® can bind not only single, but multiple siRNAs
aimed at simultaneously targeting identified pathways responsible
for cancer progression after initial treatments. Knocking
down both (or more) pathways will give a greater chance that
tumours will not develop resistance, escape and again proliferate
by the emergence of a significant alternative growth pathway, which
is common in treatments blocking just one growth factor
pathway.
Oral Studies at the University of Queensland
("UQ")
During the period UQ has,
utilising the grant funding obtained by N4 Pharma and the
Australian Research Council, made considerable progress in the
longer-term study on oral applications for Nuvec®. We have
demonstrated via in vivo
pre-clinical studies that an enterically-coated capsule containing
Nuvec® loaded with DNA encoding ovalbumin is able to pass through
the lining of the stomach to successfully transfect the upper
intestine. Using a single dose, ovalbumin
expression was observed after 3 days. In a second study a second
capsule was administered on day 3 and a much higher sustained level
of expression was observed on days 4-7.
This work clearly shows that
Nuvec® can be successfully used as an oral delivery system with
many potential applications such as a vaccine, a product for
gastrointestinal disorders (e.g. Inflammatory Bowel Disease,
Ulcerative Colitis etc) or to treat colon cancer among many
possible examples.
As recently announced further
studies at UQ show that administering capsules on subsequent days
can maintain the protein expression for even longer and produce
antibodies. The Company is in active discussions with UQ as to the
appropriate next steps and likely costings to maximise this
opportunity.
Viral vectors
Viral vectors remain the go to
delivery vehicle for use in gene therapy but they remain fraught
with problems, most notably they are expensive to make and cause
side effects due to their inflammatory nature.
The Company has taken a novel
approach to how Nuvec® might initially be used in this area. The
Company has shown that Nuvec® can be combined with the viral vector
to significantly improve its efficiency. This could mean products
formulated with viral vectors could achieve their same efficacy but
from a reduced amount thereby significantly reducing the cost of
manufacture and potentially reducing the unwanted side effects from
the viral vector.
Post the year end, The Company
announced that it had also shown through
its research programme with the University of Brunel, that Nuvec®
can deliver increased transduction efficacy, when complexed with
Adeno-Associated virus 8 ("AAV8"). AAV8
was chosen for investigation as this virus is currently being used
for products already in clinical development.
The number of approvals of new
gene therapies and the need for appropriate delivery systems have
reached unprecedented highs and demand is growing exponentially.
For in vivo gene therapy, the Adenovirus (AV) and Adeno-Associated
virus (AAV) are acknowledged as the most used delivery
vehicles. However relatively high amounts of AV and AAV are needed to be
clinically efficient and this appears directly correlated with
adverse events in patients such as unwanted immunogenicity and
potential safety implications. The incorporation of Nuvec®
into the treatment protocol has the potential to both increase
efficacy and reduce side effects.
These three work streams are the
focus of the Company in demonstrating both the viability and the
flexibility of Nuvec® as a unique delivery system in this space. It
remains a key priority for the Company to present this data to
third parties developing novel products in this space with a view
to licensing Nuvec® to use as part of their
developments.
Collaborations
The Company is at advanced stages
of finalising a collaboration with an independent global leader in
R&D based in the US which, on the back of successful initial
studies utilising our combined technologies, would lead to a
co-marketing agreement to allow both parties to promote the
resultant combined technology. We anticipate being able to make a
further announcement on this in the coming weeks.
Additional Assets
We have been investigating
potential assets to add to the Company for some time and after
seeing a number of opportunities, we were delighted to take a
controlling stake in Nanogenics in September
2023. The
RNA sector is an exciting one with a lot of investor and commercial
interest. The addition of the Liptide® delivery system and siRNA
sequence adds significant potential value to our business. As well
as glaucoma, the MRTF-B gene is also responsible for fibrosis of
the liver and lung, two large areas into which Nanogenics could
develop its portfolio.
Non-viral, non-lipid delivery
systems are high in demand in the gene therapy space and we now
have two such delivery systems and expect considerable technical
synergies in developing programmes using both Nuvec® and
Liptide®.
Since the investment Nanogenics
has been working with the University of Strathclyde on the
formulation to take into in vivo studies with Kings College London.
These studies are expected to commence in May 2024. In parallel we
have been looking into the preparatory work required to
undertake safety and toxicology testing
and move into clinical trials, achieving
pre-IND approval from the FDA and what is required to obtain orphan
designation for the product which, if achieved, would potentially
give 7 years exclusivity to market our product upon FDA approval
which, in itself, would be hugely value enhancing.
Intellectual Property
The Company has the exclusive
worldwide rights for therapeutic uses in humans and animals
for technology developed by The University of Queensland ("UQ"). 2023 now sees this technology having
patents granted in Europe, Australia, Japan, China and the US and
post year end the patent was also granted in India.
The Company has also filed its own
patent on using Nuvec® to enhance the performance of viral vectors
which is now entering the national phases of patent
execution.
Future
Prospects
As the Company looks forward, we
are consolidating our efforts on Nuvec® and actively seeking
commercial solutions for the product. Future development of
the product as a drug delivery vehicle requires significant capital
so we are seeking a suitable partner to work with us to deliver
Nuvec@'s potential. Through the investment in Nanogenics, the
Company has an additional exciting development candidate and we
will be looking to progress this opportunity towards clinical
trials as quickly as possible.
On behalf of the Board, I would
like to thank all of our shareholders for their continued patient
support and look forward to providing further updates on our
progress.
By order of the Board
Chris Britten
Chairman
22 April 2024
N4 Pharma
Plc
Consolidated Statement of
Comprehensive Income for the year ended 31 December
2023
|
|
|
|
|
|
|
Notes
|
|
2023
|
|
2022
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
Revenue
|
|
|
1,953
|
|
-
|
|
|
|
|
|
|
Gross Profit
|
|
|
1,953
|
|
-
|
|
|
|
|
|
|
Research and development
costs
|
|
|
(619,392)
|
|
(577,525)
|
General and administration
costs
|
|
|
(717,980)
|
|
(615,735)
|
Costs of purchase of
investments
|
15
|
|
(89,175)
|
|
-
|
|
|
|
|
|
|
Operating loss for the year
|
|
|
(1,424,594)
|
|
(1,193,260)
|
|
|
|
|
|
|
Net finance income
|
4
|
|
-
|
|
1
|
|
|
|
|
|
|
Loss for the year before tax
|
5
|
|
(1,424,594)
|
|
(1,193,259)
|
|
|
|
|
|
|
Taxation
|
6
|
|
147,816
|
|
163,998
|
|
|
|
|
|
|
Loss for the year after tax
|
|
|
(1,276,778)
|
|
(1,029,261)
|
|
|
|
|
|
|
Other comprehensive income net of
tax
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year
|
|
|
(1,276,778)
|
|
(1,029,261)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year is attributable
to:
|
|
|
|
|
|
|
|
|
|
|
|
Equity owners of N4 Pharma
Plc
|
|
|
(1,269,331)
|
|
(1,029,261)
|
NCI
|
|
|
(7,447)
|
|
-
|
|
|
|
(1,276,778)
|
|
(1,029,261)
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share attributable to owners of the
parent
|
12
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of
shares:
|
|
|
|
|
|
Basic
|
|
|
242,889,938
|
|
186,422,541
|
Diluted
|
|
|
242,889,938
|
|
186,422,541
|
Basic loss per share
|
|
|
(0.52)
|
|
(0.55)
|
Diluted loss per share
|
|
|
(0.52)
|
|
(0.55)
|
|
|
|
|
|
|
All results were derived from
continuing operations.
The notes are an integral part of
the Consolidated Financial Statements
N4 Pharma
Plc
Consolidated Statement of
Financial Position as at 31 December 2023
|
|
|
|
|
|
|
|
Notes
|
|
2023
|
|
|
2022
|
|
|
|
£
|
|
|
£
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
Goodwill
|
15
|
|
61,210
|
|
|
-
|
|
|
|
61,210
|
|
|
-
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
Trade and other
receivables
|
8
|
|
187,045
|
|
|
246,518
|
Cash and cash equivalents
|
|
|
1,027,112
|
|
|
1,919,529
|
|
|
|
1,214,157
|
|
|
2,166,047
|
|
|
|
|
|
|
|
Total assets
|
|
|
1,275,367
|
|
|
2,166,047
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
9
|
|
(26,224)
|
|
|
(40,722)
|
Accruals and deferred
income
|
|
|
(55,502)
|
|
|
(37,167)
|
Total liabilities
|
|
|
(81,726)
|
|
|
(77,889)
|
|
|
|
|
|
|
|
Net
current assets
|
|
|
1,132,431
|
|
|
2,088,158
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
1,203,080
|
|
|
2,088,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets
|
|
|
1,193,641
|
|
|
2,088,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
11
|
|
9,345,946
|
|
|
9,205,946
|
Share premium
|
11
|
|
14,874,469
|
|
|
14,698,569
|
Share option reserve
|
11
|
|
107,385
|
|
|
103,954
|
Reverse acquisition
reserve
|
11
|
|
(14,138,244)
|
|
|
(14,138,244)
|
Merger reserve
|
11
|
|
279,347
|
|
|
279,347
|
Retained earnings
|
11
|
|
(9,341,267)
|
|
|
(8,061,414)
|
Non Controlling interest
|
16
|
|
66,005
|
|
|
-
|
|
|
|
|
|
|
|
Total equity
|
|
|
1,193,641
|
|
|
2,088,158
|
The Consolidated Financial
Statements were approved by the Board of Directors on ________ 2024
and signed on its behalf:
Nigel Theobald
N4 Pharma
Plc
Company Statement of
Financial Position as at 31 December 2023
|
|
|
|
|
|
|
|
Notes
|
|
2023
|
|
|
2022
|
|
|
|
£
|
|
|
£
|
Assets
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
Investments
|
7
|
|
478,843
|
|
|
1,094,747
|
Intercompany loan
receivable
|
14
|
|
-
|
|
|
5,659,000
|
|
|
|
478,843
|
|
|
6,753,747
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
Trade and other
receivables
|
8
|
|
20,625
|
|
|
992,325
|
Cash and cash equivalents
|
|
|
697,850
|
|
|
1,761,330
|
|
|
|
718,475
|
|
|
2,753,655
|
|
|
|
|
|
|
|
Total assets
|
|
|
1,197,318
|
|
|
9,507,402
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
9
|
|
(2,146)
|
|
|
(13,381)
|
Accruals and deferred
income
|
|
|
(38,835)
|
|
|
(20,465)
|
Total liabilities
|
|
|
(40,981)
|
|
|
(33,846)
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
1,156,337
|
|
|
9,473,556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets
|
|
|
1,156,337
|
|
|
9,473,556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
11
|
|
9,345,946
|
|
|
9,205,946
|
Share premium
|
11
|
|
14,874,469
|
|
|
14,698,569
|
Share option reserve
|
11
|
|
107,385
|
|
|
103,954
|
Merger reserve
|
11
|
|
279,347
|
|
|
279,347
|
Retained earnings
|
11
|
|
(23,450,810)
|
|
|
(14,814,260)
|
|
|
|
|
|
|
|
Total equity
|
|
|
1,156,337
|
|
|
9,473,556
|
The Company recorded a loss of
£8,636,650 for
the year (31 December 2022: £7,226 loss) primarily attributable to
impairment of the intra company loan and investment as set out in
the Company Statement of Cash Flows for the year ended 31 December
2023. The policy on impairment is dealt with in 1.14 of the
Accounting Policies.
The Company Financial Statements
were approved by the Board of Directors on 7 March 2024 and signed
on its behalf:
Nigel Theobald
N4 Pharma
Plc
Consolidated Statement of
Cash Flows for the year ended 31 December 2023
|
|
|
|
|
|
|
2023
|
|
2022
|
|
Notes
|
£
|
|
£
|
Operating activities
|
|
|
|
|
|
|
|
|
|
Loss after tax
|
|
(1,276,778)
|
|
(1,029,261)
|
Finance expenditure and other
income
|
|
-
|
|
(1)
|
Share based payment
charge
|
|
3,431
|
|
23,999
|
Taxation credit
|
|
(147,816)
|
|
(163,998)
|
|
|
|
|
|
Operating loss before changes in working
capital
|
|
(1,421,163)
|
|
(1,169,261)
|
|
|
|
|
|
Movements in working
capital:
|
|
|
|
|
Decrease/(increase) in trade and
other receivables
|
|
44,230
|
|
(37,312)
|
Increase/decrease in trade, other
payables and accruals
|
|
3,838
|
|
(134,841)
|
|
|
|
|
|
Cash used in operations
|
|
(1,373,095)
|
|
(1,341,414)
|
|
|
|
|
|
Taxation credit received
|
|
163,997
|
|
513,151
|
|
|
|
|
|
Net
cash flows used in operating activities
|
|
(1,209,098)
|
|
(828,263)
|
|
|
|
|
|
Investing activities
|
|
|
|
|
Net cash on acquisition of
Subsidiary
|
|
781
|
|
-
|
|
|
|
|
|
Net
cash flows from investing activities
|
|
781
|
|
-
|
|
|
|
|
|
Financing activities
|
|
|
|
|
Finance expenditure and other
income
|
|
-
|
|
1
|
Proceeds of ordinary share
issue
|
|
350,000
|
|
1,054,000
|
Costs of share issue
|
|
(34,100)
|
|
(90,233)
|
|
|
|
|
|
Net
cash flows from financing activities
|
|
315,900
|
|
963,768
|
|
|
|
|
|
Net
(decrease)/increase in cash and cash equivalents
|
|
(892,417)
|
|
135,505
|
Cash and cash equivalents at
beginning of the year
|
|
1,919,529
|
|
1,784,024
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at year end
|
|
1,027,112
|
|
1,919,529
|
|
|
|
|
|
|
|
|
|
|
N4 Pharma
Plc
Company Statement of Cash
Flows for the year ended 31 December 2023
|
|
|
|
|
|
|
2023
|
|
2022
|
|
|
£
|
|
£
|
Operating activities
|
|
|
|
|
|
|
|
|
|
Loss before tax
|
|
(8,636,650)
|
|
(7,226)
|
Interest
|
|
(305,416)
|
|
(271,772)
|
Share based payment
charge
|
|
3,431
|
|
23,999
|
Impairment of investment
|
|
866,004
|
|
-
|
Impairment of Loan
|
|
6,459,000
|
|
-
|
|
|
|
|
|
Operating loss before changes in working
capital
|
|
(1,613,631)
|
|
(254,999)
|
|
|
|
|
|
Movements in working
capital:
|
|
|
|
|
Decrease/(increase) in trade and
other receivables
|
|
1,277,116
|
|
(91,440)
|
Increase in trade and other
payables
|
|
7,135
|
|
5,387
|
|
|
|
|
|
Cash used in operations
|
|
(329,380)
|
|
(341,052)
|
|
|
|
|
|
Net
cash flows used in operating activities
|
|
(329,380)
|
|
(341,052)
|
|
|
|
|
|
Investing activities
|
|
|
|
|
Acquisition of investment
|
|
(250,000)
|
|
-
|
Loan receivable
advancements
|
|
(800,000)
|
|
(400,000)
|
|
|
|
|
|
Net
cash flows used in investing activities
|
|
(1,050,000)
|
|
(400,000)
|
|
|
|
|
|
Financing activities
|
|
|
|
|
Net proceeds of ordinary share
issue
|
|
350,000
|
|
1,054,000
|
Costs of share issue
|
|
(34,100)
|
|
(90,233)
|
|
|
|
|
|
Net
cash flows from financing activities
|
|
315,900
|
|
963,767
|
|
|
|
|
|
Net
(decrease)/increase in cash and cash equivalents
|
|
(1,063,480)
|
|
222,715
|
Cash and cash equivalents at
beginning of the year
|
|
1,761,330
|
|
1,538,615
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at year end
|
|
697,850
|
|
1,761,330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N4 Pharma
Plc
Notes to the Consolidated
Financial Statements for the year ended 31 December
2023
1. Accounting
policies
1.1 Reporting
entity
N4 Pharma Plc (the "Company"), is
the holding Company for N4 Pharma UK Limited ("N4 UK"), and
Nanogenics Limited ("Nanogenics"), and together form the Group (the
"Group"). N4 Pharma UK Limited is a specialist pharmaceutical
company engaged in the development of
mesoparticulate silica delivery systems to improve the cellular
delivery and potency of vaccines. The
nature of the business is not deemed to be impacted by seasonal
fluctuations and as such performance is expected to be
consistent.
Nanogenics is a specialist
pharmaceutical company engaged in the
development of a Liptide platform to deliver a proprietary siRNA sequence to silence a fibrotic gene. The
nature of the business is not deemed to be impacted by seasonal
fluctuations and as such performance is expected to be
consistent.
The Company was incorporated and
registered in England and Wales on 6 July 1979 as a public limited
company and its shares are admitted to trading on AIM (LSE: N4P).
The Company's registered office is located at 6th Floor, 60
Gracechurch Street, London, EC3V 0HR.
The Consolidated Financial
Statements have been prepared in accordance with International
Financial Reporting Standards and applied to the Parent Company
Accounts in accordance with the provisions of the Companies Act
2006.
The Consolidated Financial
Statements are presented in Great British Pounds ("GBP" or "£"),
rounded to the nearest £.
The accounting policies set out
below have, unless otherwise stated, been applied consistently to
all periods presented in these Consolidated Financial
Statements.
The Company has taken advantage of
the exemption granted by Section 408 of the Companies Act 2006 from
presenting its own Statement of Comprehensive Income. The loss
generated by the Company is disclosed under the Company Statement
of Financial Position.
1.2
Measurement
convention
The Consolidated Financial
Statements are prepared on the historical cost basis, except for
the following items:
· Share-based payments related to investment acquisition are
measured at fair value shown in the Merger Reserve.
· Share-based payments related to employee costs are measured
at fair value shown in the Statement of Comprehensive
Income.
· Share-based payments related to share issue costs are
measured at fair value shown in Share Premium.
· The
associated Share Options and Warrants are measured at fair value
using the Black Scholes model (see note 10).
1.3 Going
concern
These Consolidated Financial
Statements have been prepared on the basis of accounting principles
applicable to a going concern.
The Group currently has no source
of operating cash inflows, other than interest, grant income and
license fees, and has incurred net operating cash outflows before
tax for the year ended 31 December 2023 of £1,209,098 (2022:
£828,263 outflow). At 31 December 2023, the Group had cash balances
of £1,027,112 (2022: £1,919,529) and a surplus in net working
capital (current assets, including cash, less current liabilities)
of £1,132,430 (2022: £2,088,158).
The Group prepares regular
business forecasts and monitors its projected cash flows, which are
reviewed by the Board. Forecasts are adjusted for reasonable
sensitivities that address the principal risks and uncertainties to
which the Group is exposed, thus creating a number of different
scenarios for the Board to challenge.
1
In those cases, where scenarios
deplete the Group's cash resources too rapidly, consideration is
given to the potential actions available to management to mitigate
the impact of one or more of these sensitivities, in particular the
discretionary nature of costs incurred by the Group, in order to
ensure the continued availability of funds.
As the Group did not have access
to bank debt and future funding is reliant on issues of shares in
the Parent Company, the Board has derived a mitigation plan for the
scenarios modelled as part of the going concern review.
Notwithstanding such different scenarios and mitigation options
available to the Board it is highly probable that, in the absence
of a commercial deal bringing in immediate revenue, further funding
will need to be raised from third parties prior to the year-end in
order for the Company to meaningfully fund operations and continue
as a going concern. At this point in time the Board plans to raise
funds against delivery of further milestones and to fund specific,
value enhancing studies ideally in collaboration with partners with
the ability to then commercialise the outcomes of such studies. Any
fundraising will be done on the advice of its professional advisers
and in such a way as to minimise dilution taking into account the
prevailing market conditions and the share price at the time. Any
such fundraising would also rely on shareholders authorising the
Board to issue such shares as it deemed appropriate in order to
raise sufficient funds for the Group.
Whilst the Board remains confident
that necessary funds will be available as and when required, as at
the date of this report the future funding requirements are not
secured and, accordingly, there is material uncertainty that casts
doubt over the Group's ability to continue as a going concern.
Whilst the financial statements have been prepared on a going
concern basis they do not include the adjustments that would result
if the Group was unable to continue as a going concern.
1.4 Basis of
consolidation
The consolidated Group financial
statements consist of the financial statements of the Company
together with the entities controlled by the parent company (its
subsidiaries), N4 UK and Nanogenics.
The financial statements for N4 UK
are made up to 31 December 2023. Nanogenics prepares individual
financial statements to 31 May 2023. These consolidated financial
statements for N4 Pharma include the results of Nanogenics from the
date of acquisition to 31 December 2023 based on interim management
accounts. Where necessary, adjustments are made to the financial
statements of N4 UK and Nanogenics to bring the accounting policies
used into line with those used by the Group.
All intra-group transactions,
balances and unrealised gains on transactions between Group
companies are eliminated on consolidation. Unrealised losses are
also eliminated unless the transaction provides evidence of an
impairment of the asset transferred.
Subsidiaries are consolidated in
the Group's financial statements from the date that control
commences until the date that control ceases. Nanogenics was
acquired by the Company on 27 September 2023.
1.5
Revenue
The Group recognises revenue based
on the consideration specified in a contract with a customer and
excludes amounts collected on behalf of third parties. The Group
follows a 5 steps process in recognising revenue:
1. Identifying the
contract with a customer.
2. Identifying the
performance obligations.
3. Determining the
transaction price.
4. Allocating the
transaction price to the performance obligations.
5. Recognising revenue
when/as performance obligation(s) are satisfied.
Revenue is recognised over time,
when (or as) the Group satisfies the performance obligations by
transferring the promised services to its customers.
If the Group satisfies a
performance obligation before it received the consideration, the
Group recognises either a contract asset or a receivable in its
Consolidation Statement of Financial Position.
The Group generates license fees
for the licencing of its products. Fee income is recognised on the
accruals basis.
1.6 Government grant
income
Government grants are recognised
only when there is reasonable assurance that the Group will comply
with the conditions attaching to them and that the grants will be
received.
Government grants are recognised
in the Consolidated Statement of Comprehensive Income on a
systematic basis over the periods in which the Group recognises and
expenses the related costs for which the grants are intended to
compensate.
Government grants that are
receivable as compensation for expenses or losses already incurred
or for the purpose of giving immediate financial support to the
Group with no future related costs are recognised in Consolidated
Statement of Comprehensive Income in the period in which they
become receivable, and against the associated cost.
1.7
Expenses
Financing income and
expenses
Financing expenses comprise
interest expense and finance charges. Financing income comprises
interest receivable on funds invested.
Financing income and expenses are
recognised in the Consolidated Statement of Comprehensive Income as
it accrues, using the effective interest method.
Research and
development
Research costs are charged against
the Consolidated Statement of Comprehensive Income as they are
incurred. Certain development costs will be capitalised as
intangible assets when it is probable that the future economic
benefits will flow to the Group. Such intangible assets will be
amortised on a straight-line basis from the point at which the
assets are ready for use, over the period of the expected benefit,
and are reviewed for impairment at each year end date. Other
development costs are charged against income as incurred since the
criteria for their recognition as an asset is not met.
The criteria for recognising
expenditure as an asset are:
§ It is
technically feasible to complete the product;
§ Management intends to complete the product and use or sell
it;
§ There is
an ability to use or sell the product;
§ It can
be demonstrated how the product will generate probable future
economic benefits;
§ Adequate
technical, financial and other resources are available to complete
the development, use and sale of the product; and
§ Expenditure attributable to the product can be reliably
measured.
The costs of an
internally generated intangible asset comprise all directly
attributable costs necessary to create, produce and prepare the
asset to be capable of operating in the manner intended by
management. Directly attributable costs include employee costs
incurred on technical development, testing and certification,
materials consumed and any relevant third-party cost. The costs of
internally generated developments are recognised as intangible
assets and are subsequently measured in the same way as externally
acquired intangible assets. However, until completion of the
development project, the assets are subject to impairment testing
only.
To date, the criteria for
recognition of an internally generated intangible asset have not
been met as explained in note 1.17.
1.8
Taxation
Taxation
Taxation for the year comprises
current and deferred tax. Tax is recognised in the Consolidated
Statement of Comprehensive Income, except to the extent that it
relates to items recognised directly in equity.
Current or deferred taxation
assets and liabilities are not discounted.
Current
tax
Current tax is recognised at the
amount of tax payable using the tax rates and laws that have been
enacted or substantively enacted by the Consolidated Statement of
Financial Position date.
Deferred
tax
Deferred tax is recognised in
respect of all timing differences that have originated but not
reversed at the Consolidated Statement of
Financial Position date.
Timing differences arise from the
inclusion of income and expenses in tax assessments in periods
different from those in which they are recognised in the
Consolidated Financial Statements. Deferred tax is measured using
tax rates and laws that have been enacted or substantively enacted
by the year end and that are expected to apply to the reversal of
the timing difference.
Unrelieved tax losses and other
deferred tax assets are recognised only to the extent that it is
probable that they will be recovered against the reversal of
deferred tax liabilities or other future taxable
profits.
1.9 Foreign
Currencies
Monetary assets and liabilities
denominated in foreign currencies are translated into Sterling at
the rate of exchange ruling at the Consolidated Statement of
Financial Position date. Transactions in foreign currencies are
translated at the rate of exchange ruling at the date of the
transaction. Foreign exchange gains and losses are included in the
Consolidated Statement of Comprehensive Income.
1.10 Earnings per
share
The Group presents basic and
diluted earnings or loss per share data for its ordinary shares.
Basic earnings/loss per share is calculated by dividing the profit
or loss attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the
period, adjusted for own shares held. Diluted earnings/loss per
share is determined by adjusting the profit or loss attributable to
ordinary shareholders and the weighted average number of ordinary
shares outstanding, adjusted for own shares held, for the effects
of all dilutive potential ordinary shares, which comprise of share
options granted.
1.11 Operating
segments
The Group operated in one business
segment, that of the development and commercialisation of medicines
via its delivery system called Nuvec® and its liptide platform
called ECP105.
The Directors consider that there
are no identifiable business segments that are subject to risks and
returns different to the core business. The information reported to
the Directors, for the purposes of resource allocation and
assessment of performance, is based wholly on the overall
activities of the Group.
1.12 Presentation and classification
of financial instruments issued by the Group
In accordance with IAS 32,
financial instruments issued by the Group are treated as equity
only to the extent that they meet the following two
conditions:
(a) they include no
contractual obligations upon the Group to deliver cash or other
financial assets or to exchange financial assets or financial
liabilities with another party under conditions that are
potentially unfavourable to the Group; and
(b) where the
instrument will or may be settled in the Company's own equity
instruments, it is either a non-derivative that includes no
obligation to deliver a variable number of the Company's own equity
instruments or is a derivative that will be settled by the Company
exchanging a fixed amount of cash or other financial assets for a
fixed number of its own equity instruments.
To the extent that this definition
is not met, the proceeds of issue are classified as a financial
liability. Where the instrument so classified takes the legal
form of the Company's own shares, the amounts presented in these
Consolidated Financial Statements for called up share capital and
share premium account exclude amounts in relation to those
shares.
Where a financial instrument that
contains both equity and financial liability components exists
these components are separated and accounted for individually under
the above policy.
1.13 Non-derivative financial
instruments
Non-derivative financial
instruments comprise investments, trade and other receivables, cash
and cash equivalents and trade and other payables.
Investments
Investments are investments held
in subsidiaries accounted for at cost less provision for impairment
under IAS 27.
Trade and other
receivables
Trade and other receivables are
recognised initially at fair value. Subsequent to initial
recognition they are measured at amortised cost less
impairment.
Trade and other
payables
Trade and other payables are
recognised initially at fair value. Subsequent to initial
recognition they are measured at amortised cost using the effective
interest method.
Cash and cash
equivalents
Cash and cash equivalents are
basic financial assets and comprise of cash at bank. Any overdrafts
are shown within borrowings in current liabilities.
1.14 Impairment
A financial asset not carried at
fair value through profit or loss is assessed at each reporting
date to determine whether there is objective evidence that it is
impaired. A financial asset is impaired if objective evidence
indicates that a loss event has occurred after the initial
recognition of the asset, and that the loss event had a negative
effect on the estimated future cash flows of that asset that can be
estimated reliably.
An impairment loss in respect of a
financial asset measured at amortised cost is calculated as the
difference between its carrying amount and the present value of the
estimated future cash flows discounted at the asset's original
effective interest rate. Interest on the impaired asset continues
to be recognised through the unwinding of the discount. When a
subsequent event causes the amount of impairment loss to decrease,
the decrease in impairment loss is reversed through the
Consolidated Statement of Comprehensive Income.
The carrying amounts of the
Group's non-financial assets are reviewed at each reporting date to
determine whether there is any indication of impairment. If any
such indication exists, then the asset's recoverable amount is
estimated.
The recoverable amount of an asset
is the greater of its value in use and its fair value less costs to
sell. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset.
For the purpose of
impairment testing, assets that cannot be tested individually are
grouped together into the smallest Group of assets that generates
cash inflows from continuing use that are largely independent of
the cash inflows of other assets or Groups of assets (the
"cash-generating unit").
An impairment loss is recognised
if the carrying amount of an asset or its cash generating unit
exceeds its estimated recoverable amount. Impairment losses are
recognised in profit or loss. Impairment losses recognised in
respect of cash generated units are allocated first to reduce the
carrying amount of any goodwill allocated to the units, and then to
reduce the carrying amounts of the other assets in the unit (Group
of units) on a pro rata basis.
Impairment losses recognised in
prior periods are assessed at each reporting date for any
indications that the loss has decreased or no longer exists. An
impairment loss is reversed if there has been a change in the
estimates used to determine the recoverable amount. An impairment
loss is reversed only to the extent that the asset's carrying
amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment
loss had been recognised.
1.15 Share based payment
arrangements
Share-based payment arrangements
in which the Group receives goods or services as consideration for
its own equity instruments are accounted for as equity-settled
share-based payment transactions, regardless of how the equity
instruments are obtained by the Group.
Share-based payment transactions,
other than those with employees, are measured at the value of goods
or services received where this can be reliably measured. Where the
services received are not identifiable, their fair value is
determined by reference to the grant date fair value of the equity
instruments provided. Should it not be possible to measure
reliably the fair value of identifiable goods and services
received, their fair value shall be determined by reference to the
fair value of the equity instruments provided measured over the
period of time that the goods and services are received.
The expense is recognised in the
Consolidated Statement of Comprehensive Income or capitalised as
part of an asset when the goods are received or as services are
provided, with a corresponding increase in equity.
The grant date fair value of
share-based payment awards granted to employees is recognised as an
employee expense, with a corresponding increase in equity, over the
period that the employees become
unconditionally entitled to the
awards. The fair value of the options granted is
measured using an option valuation model, taking into account the
terms and conditions upon which the options were granted. The
amount recognised as an expense is adjusted to reflect the
actual number of awards for which the related
service and non-market vesting conditions are expected to be met,
such that the amount ultimately recognised as an expense is based
on the number of awards that do meet the related service and
non-market performance conditions at the vesting date. For
share-based payment awards with non-vesting conditions, the grant
date fair value of the share-based payment is measured to reflect
such conditions and there is no "true-up" for differences between
expected and actual outcomes.
Share-based payment transactions
in which the Group receives goods or services by incurring a
liability to transfer cash or other assets that is based on the
price of the Group's equity instruments are accounted for as
cash-settled share-based payments. The fair value of the amount
payable to recipients is recognised as an expense, with a
corresponding increase in liabilities, over the period in which the
recipients become unconditionally entitled to payment. The
liability is re-measured at each Consolidated Statement of
Financial Position date and at settlement date. Any changes in the
fair value of the liability are recognised in the Consolidated
Statement of Comprehensive Income.
1.
Accounting
policies
1.16 Adoption of new and revised
International Financial Reporting Standards
The following IFRS standards,
amendments or interpretations became effective during the year
ended 31 December 2023 but have not had a material effect on this
Consolidated Financial Information:
Standard
|
Effective date
|
Amendments to IAS
1 Disclosure of accounting
policies
|
1 January 2023
|
Amendments to IAS
8 Definition of accounting estimates
|
1 January 2023
|
Amendments to IAS 12
Deferred tax related to assets and liabilities arising
from
a single transaction
|
1 January 2023
|
All new standards and amendments
to standards and interpretations effective for annual periods
beginning on or after 1 January 2023 that are applicable to the
Group have been applied in preparing these Consolidated Financial
Statements.
The standards and interpretations
that are issued and relevant to the Group, but not yet effective,
up to the date of issuance of the Consolidated Financial Statements
are disclosed below. The Group intends to adopt these standards, if
applicable, when they become effective.
Standard
|
Effective date
|
Amendments to
IFRS Leases on sale and
leaseback
|
1 January 2024
|
Amendments to IAS
1 Non-current liabilities with
covenants
|
1 January 2024
|
Amendments to IAS
7 Supplier finance
and IFRS
7
|
1 January 2024
|
|
|
At the date of authorisation of
these financial statements, the following standards and
interpretations relevant to the Group and which have not been
applied in these financial statements, have not been endorsed for
use in the UK and will not be adopted until such time as
endorsement is confirmed.
Standard
|
Effective date
|
Amendments to IAS 21 Lack of
Exchangeability
|
1 January 2025
|
|
|
The Directors are continuing to
assess the potential impact that the adoption of the standards
listed above will have on the Consolidated Financial Statements for
the year ended 31 December 2023.
1.17 Use of estimates and
judgements
The preparation of Consolidated
Financial Statements in conformity with IFRSs requires management
to make certain judgements, estimates and assumptions that affect
the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses during the period. Actual
results may differ from these estimates.
Estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the
estimates are revised and in any future periods
affected.
In the process of applying the
Group's accounting policies, the Directors have decided the
following estimates and assumptions are material to the carrying
amounts of assets and liabilities recognised in the Consolidated
Financial Statements.
Critical judgements
Research and development expenditure
The key judgements surrounding the
Research & Development expenditure is whether the expenditure
meets the criteria for capitalisation. Expenditure will only be
capitalised when the recognition criteria is met and is otherwise
written off to the Consolidated Statement of Comprehensive Income.
The recognition criteria include the identification of a clearly
defined project with separately identifiable expenditure where the
outcome of the project, in terms of its technical feasibility and
commercial viability, can be measured or assessed with reasonable
certainty and that sufficient resources exist to complete a
profitable project. In the event that these criteria are met, and
it is probable that future economic benefit attributable to the
product will flow to the Group, then the expenditure will be
capitalised.
Impairment of investments and intercompany
debtors
N4 UK has sustained losses and the
Statement of Financial position is in deficit. The recoverability
of the intercompany debtor and the cost of investment is dependent
on the future profitability and success of the entity, which is in
a research phase and has not therefore generated any revenue to
date. Having considered research progress during the year and
future prospects of N4 UK, the Directors consider that there are
indicators of impairment in respect of these balances. This is a
significant judgement.
1. Risk
management
Overview
The Group has exposure to the
following risks:
· Credit risk;
· Liquidity risk;
· Tax
risk;
· Market risk; and
· Operational risk
· Regulatory and legislative risk
This note presents information
about the Group's exposure to each of the above risks, its
objectives, policies and processes for measuring and managing risk,
and its management of capital. Further quantitative disclosures are
included throughout these Consolidated Financial
Statements.
Risk management framework
The Board has overall
responsibility for the establishment and oversight of the risk
management framework and developing and monitoring the Group's risk
management policies. Key risk areas have been identified and the
Group's risk management policies and systems will be reviewed
regularly to reflect changes in market conditions and the Group's
activities.
The 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.
Credit risk
Credit risk is the risk of
financial loss to the Group if a customer or counterparty to a
financial instrument fails to meet its contractual obligations and
arises principally from the Group's bank deposits and receivables.
See Note 13 for further detail. The risk of non-collection is
considered to be low. This risk is deemed low at present due to the
Group not yet trading and generating revenue but is a consideration
for future risks.
There is an intercompany debtor
balance between the Company and N4 UK. The recoverability of this
debtor is dependent on the future profitability of the entity. As
N4 UK has sustained losses and the Statement of Financial Position
is in deficit it is currently not in a position to repay this
amount and this therefore poses a credit risk to the Company, but
not to the Group.
Liquidity risk
Liquidity risk is the risk that
the Group will encounter difficulty in meeting the obligations
associated with its financial liabilities that are settled by
delivering cash or another financial asset. The Group's approach to
managing liquidity is to ensure, as far as possible, that it will
always have sufficient liquidity to meet its liabilities when due,
under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group's reputation.
The Group monitors cash flow on a monthly basis through forecasting
to help mitigate this risk.
Tax risk
Any change in the Group's tax
status or in taxation legislation or its interpretations could
affect the value of the investments held by the Group or the
Group's ability to provide returns to shareholders or alter
post-tax returns to shareholders.
Market risk and competition
The Group operates as a specialist
pharmaceutical Company engaged in the development of
mesoparticulate silica delivery systems to improve the cellular
delivery and potency of vaccines. The Group is entering into a
market with existing competitors and the prospect of new entrants
entering the current market. There is no guarantee that current
competitors or new entrants to the market will not appeal to a
wider portion of the Group's target market or command broader band
awareness.
In addition, the Group's future
potential revenues from product sales will be affected by changes
in the market price of pharmaceutical drugs and could also be
subject to regulatory controls or similar restrictions.
Market risk is monitored
continuously by the Group and the Board reacts to any changes in
market conditions as and when they arise.
Operational risk
The Group is at an early stage of
development and is subject to several operational risks. The
commencement of the Group's material revenues is difficult to
predict and there is no guarantee the Group will generate material
revenues in the future. The Group has a limited operational history
upon which its performance and prospects can be evaluated and faces
the risks frequently encountered by developing companies. The risks
include the uncertainty as to which areas of pharmaceuticals to
target for growth.
Operational risk is managed by
adapting the future plans of the Group based on results and
feedback from employees, suppliers and contractors.
Regulatory and legislative risk
The operations of the Group are such that it is exposed to the
risk of litigation from its suppliers, employees and regulatory
authorities. Exposure to litigation or fines imposed by regulatory
authorities may affect the Group's reputation even though monetary
consequences may not be significant.
Any changes to regulations or
legislation are reviewed by the Board on a regular basis and the
Group applies any that are relevant accordingly.
Changes to legislation,
regulations, rules and practices may change and is often the case
in the pharmaceutical industry which is highly regulated and
susceptible to regular change. Any changes may have an adverse
effect on the Group's operations.
Regulatory and legislative risk
will become more significant once the current research generates
revenue.
Protection of intellectual property
The Group's ability to compete
significantly relies upon the successful protection of its
intellectual property, in particular its licenced and owned patent
applications for Nuvec® and ECP105. The Group seeks to protect its
intellectual property through the filing of worldwide patent
applications, as well as robust confidentiality obligations on its
employees. However, this does not provide assurance that a third
party will not infringe on the Group's intellectual property,
release confidential information about the intellectual property or
claim technology which is registered to the Group.
Capital management
The Group has no loans or
borrowings and has sufficient resources, in the view of the
Directors, to meet its working capital requirements for the next 12
months.
The Group manages its capital
through the preparation of detailed forecasts, and tracks actual
receipts and outlays against the forecasts on a regular basis, to
ensure that the Group will be able to continue as a going concern
while maximising the return to shareholders.
The capital structure of the Group
consists of cash and cash equivalents and equity comprising,
capital, reserves and accumulated losses.
1. Employees
and directors
The average monthly number of
employees during the year was 5 (2022: 5). The Directors of the
Group are employed by both the Company and N4 UK and as such are
included in the employee figure. Total Directors' remuneration is
detailed in Note 14 of these Consolidated Financial
Statements.
|
|
|
2023
|
2022
|
|
|
|
£
|
£
|
|
Wages and Salaries
|
|
214,000
|
213,333
|
|
Social security costs
|
|
17,778
|
17,562
|
|
|
|
231,778
|
230,895
|
4. Net
finance income and (expenditure)
|
|
|
2023
|
2022
|
|
|
|
£
|
£
|
|
Interest received on financial
assets measured at amortised cost
|
|
-
|
1
|
5. Loss
before tax
|
|
|
2023
|
2022
|
|
|
|
£
|
£
|
|
Loss before taxation is arrived after
charging:
|
|
|
|
|
Fees payable to the Group's
auditors for the audit
of the Group's Consolidated
Financial Statements
|
|
26,985
|
28,640
|
|
Fee payable for audit of
subsidiaries
|
|
10,015
|
5,940
|
6.
Taxation
|
|
|
2023
|
2022
|
|
|
|
|
£
|
£
|
|
|
Current tax
|
|
|
|
|
|
Research and development tax
credit receivable for the current period
|
|
(147,816)
|
(163,998)
|
|
|
Adjustments in respect of prior
periods
|
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
(147,816)
|
(163,998)
|
|
|
Deferred tax
|
|
|
|
|
|
Origination and reversal of
temporary differences
|
|
-
|
-
|
|
|
|
|
|
|
|
|
Tax in Statement of Comprehensive
Income
|
|
(147,816)
|
(163,998)
|
|
|
|
|
|
|
|
|
|
|
|
The tax charge for the year can be
reconciled to the loss in the Consolidated Statement of
Comprehensive Income as follows:
|
|
|
2023
|
2022
|
|
|
|
£
|
£
|
|
Loss before taxation
|
|
(1,276,778)
|
(1,029,261)
|
|
|
|
|
|
|
Tax at the UK corporation tax rate
of 25% (2022: 19%)
|
|
(319,195)
|
(195,560)
|
|
|
|
|
|
|
Net Research and development tax
credits
|
|
(147,816)
|
(163,998)
|
|
Changes in unrecognised deferred
tax
|
|
319,195
|
195,560
|
|
Adjustments in respect of prior
periods
|
|
-
|
-
|
|
|
|
|
|
|
Tax charge for the year
|
|
(147,816)
|
(163,998)
|
|
|
|
|
|
At the year end the Group had
trading losses carried forward of £11,357,986 (2022: £9,969,504)
for use against future profits. There are no other factors
which may impact future tax charges. A deferred tax asset has not
been recognised on unrelieved trading losses as the timing, extent
and availability of future profits is not yet certain.
7.
Investments
Investment in subsidiaries
Company
|
|
|
2023
|
2022
|
|
Cost
|
|
£
|
£
|
|
|
|
|
|
|
Balance at 1 January
|
|
1,094,747
|
1,094,747
|
|
|
|
|
|
|
Impairment of investment in
subsidiary
|
|
(866,004)
|
-
|
|
Investment in Nanogenics
Limited
|
|
250,000
|
-
|
|
|
|
|
|
|
Balance at 31 December
|
|
478,843
|
1,094,747
|
The Directors have considered the
carrying amount for the investment in N4 UK and decided to impair
this to £228,743 in accordance with the accounting
policies.
In 2023 the Company
acquired 75% (subsequently diluted to 70.82%
following the issuance of management shares) of the issued shares
of Nanogenics Limited. The information related to this acquisition
is stated in the note 15.
Details of the Company's
subsidiaries at 31 December 2023 are as follows:
|
|
Registered
Office
|
Principal
activity
|
Proportion of ownership and
voting rights held
|
|
N4 Pharma UK Limited
|
The
Mills, Canal Street, Derby, DE1 2RJ
|
Delivery of vaccines and therapeutics
|
100%
|
|
Nanogenics Limited
|
6th
Floor 60 Gracechurch Street, London, United Kingdom, EC3V
0HR
|
Research and experimental development on
biotechnology
|
70.82%
|
8. Trade and
other receivables
|
|
Group
2023
|
Group
2022
|
Company
2023
|
Company
2022
|
|
|
£
|
£
|
£
|
£
|
|
Prepayments
|
10,613
|
36,888
|
9,916
|
36,029
|
|
VAT due
|
24,972
|
18,632
|
10,709
|
13,352
|
|
R&D tax credits
receivable
|
147,816
|
163,998
|
-
|
-
|
|
Interest receivable
|
-
|
-
|
-
|
883,610
|
|
Other debtors
|
3,644
|
27,000
|
-
|
59,334
|
|
|
187,045
|
246,518
|
20,625
|
992,325
|
Loan interest receivable relates
to the intra-group loan disclosed in Note 14.
9. Trade and
other payables
|
|
Group
2023
|
Group
2022
|
Company
2023
|
Company
2022
|
|
|
£
|
£
|
£
|
£
|
|
Trade payables
|
20,202
|
35,756
|
961
|
12,196
|
|
Other payables
|
6,022
|
4,966
|
1,185
|
1,185
|
|
|
26,224
|
40,722
|
2,146
|
13,381
|
10. Share-based
payments
Options
The Company has the ability to issue options to Directors to
compensate them for services rendered and incentivize them to add
value to the Group's longer-term share value. Equity settled
share-based payments are measured at fair value at the date of
grant. The fair value determined is charged to the Consolidated
Statement of Comprehensive Income on a straight-line basis over the
vesting period based on the Group's estimate of the number of
shares that will vest.
The vesting period is defined as
the period in which the options are unable to be exercised.
The period commences on the date the options are issued. For the
options to vest, the holder must remain an employee of the group
throughout the vesting period. Once the vesting period is complete
the options may be exercised on any date up to the lapse
date.
Cancellations of equity
instruments are treated as an acceleration of the vesting period
and any outstanding charge is recognised in full
immediately.
Fair value is measured using a
Black Scholes pricing model. The key assumptions used in the model
at the grant date were adjusted based on management's best estimate
for the effects of non-transferability, exercise restrictions and
behavioural considerations.
As at 31 December 2023, there were
7,046,513 (2022: 7,046,513) options in existence over ordinary
shares of the Company. Options in existence during the current
and/or previous financial year are as follows:
Name
|
|
Date of Grant
|
|
Ordinary shares under option
|
|
Vesting Date
|
|
Expiry Date
|
|
Exercise Price £
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 Options
|
|
|
|
|
|
|
|
|
|
|
|
Gavin Burnell
|
|
14.10.15
|
|
1,351,210
|
|
14.10.15
|
|
14.10.25
|
|
0.0280
|
|
Luke Cairns
|
|
14.10.15
|
|
675,302
|
|
14.10.15
|
|
14.10.25
|
|
0.0280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017 Options
|
|
|
|
|
|
|
|
|
|
|
|
Luke Cairns
|
|
03.05.17
|
|
717,143
|
|
03.05.20
|
|
03.05.27
|
|
0.0700
|
|
David Templeton
|
|
03.05.17
|
|
717,143
|
|
03.05.20
|
|
03.05.27
|
|
0.0700
|
|
Paul Titley
|
|
03.05.17
|
|
717,143
|
|
03.05.20
|
|
03.05.27
|
|
0.0700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 Options
|
|
|
|
|
|
|
|
|
|
|
|
John Chiplin
|
|
21.05.19
|
|
717,143
|
|
21.05.22
|
|
21.05.29
|
|
0.0355
|
|
Christopher Britten
|
|
21.05.19
|
|
717,143
|
|
21.05.22
|
|
21.05.29
|
|
0.0355
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 Options
|
|
|
|
|
|
|
|
|
|
|
|
David Templeton
|
|
18.05.20
|
|
717,143
|
|
18.05.23
|
|
18.05.30
|
|
0.0480
|
|
Luke Cairns
|
|
18.05.20
|
|
717,143
|
|
18.05.23
|
|
18.05.30
|
|
0.0480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total options
|
|
|
|
7,046,513
|
|
|
|
|
|
|
|
|
The weighted average remaining
contractual life of the share options outstanding as at 31 December
2023 was 3.93 years (2022: 4.93 years).
Weighted average exercise price of
options outstanding as at 01 January 2023 and as at 31 December
2023 was £0.05 (as at 01 January 2022 and as at 31 December 2022:
£0.05).
Each option entitles the holder to
subscribe for one ordinary share in the Company. Options do not
confer any voting rights on the holder.
An amount of £3,431 has been
recognised in the Consolidated Statement of Comprehensive Income
and in the Share Option Reserve in relation to the share options
(2022: £12,006).
The aggregate fair value of the
share options in issue was £95,391 (2022 £91,961), with amounts
recorded at each reporting date being as follows:
|
|
|
2023
|
2022
|
|
|
|
£
|
£
|
|
2015 Options
|
|
18,492
|
18,492
|
|
2017 Options
|
|
26,884
|
26,884
|
|
2019 Options
|
|
22,793
|
22,793
|
|
2020 Options
|
|
27,222
|
23,792
|
|
|
|
95,391
|
91,961
|
Warrants
As part of the placing in November
2022 which raised £1,054,000 before fees and expenses, the Company
issued 3,162,000 warrants at an exercise price of 2p per warrant to
the Company's brokers on the transaction as part of their
fees.
The warrants entitle holders to
subscribe for new ordinary shares at any time in the period of
three years following the grant of the warrants. The expiry date
for the warrants is 23 November 2025.
Fair value is measured using a
Black Scholes pricing model.
An amount of £11,993 was
recognised in the year ended 31 December 2022 in the Share Premium
and in the Share Option Reserve in relation to the warrants. There
was no amount in the year ended 31 December 2023 in the Share
Premium and in the Share Option Reserve in relation to the
warrants.
11. Capital and
reserves
|
Issued, allotted and fully
paid
|
|
2023
|
2022
|
|
|
|
£
|
£
|
|
268,780,349 Ordinary Shares of 0.4p
each (2022:
233,780,349)
|
|
1,075,121
|
935,121
|
|
137,674,431 Deferred Shares of 4p
each (2022:
137,674,431)
|
|
5,506,977
|
5,506,977
|
|
279,176,540 Deferred Shares of 0.99p
each (2022:
279,176,540)
|
|
2,763,848
|
2,763,848
|
|
|
|
9,345,946
|
9,205,946
|
All ordinary shares rank equally
in all respects, including for dividends, shareholder attendance
and voting rights at meetings, on a return of capital and in a
winding-up.
Authorised ordinary shares at 31
December 2023 totalled 334,682,497 (2022:334,682,497).
During the year 35,000,000 new
ordinary shares of 0.4p each were issued through a placing in
September 2023 at a share price of 1p per share.
The 137,674,431 deferred shares of
4p, have no right to dividends nor do the holders thereof have the
right to receive notice of or to attend or vote at any general
meeting of the Company. On a return of capital or on a winding up
of the Company, the holders of the deferred shares shall only be
entitled to receive the amount paid up on such shares after the
holders of the ordinary shares have received their return on
capital.
The 279,176,540 deferred shares of 0.99p shall
be entitled to receive a special dividend, which is payable upon
the repayment to the Company of any amount owed under certain loan
agreements, after which the Company shall, in priority to any
distribution to any other class of share, pay to the holders of the
Special Deferred Shares an aggregate amount equal to the amount
repaid pro rata according to the number of such shares paid up as
to their nominal value held by each shareholder. They shall be
entitled to no other distribution save for a special dividend and
shall not be entitled to receive notice of or attend or vote at a
general meeting of the Company. On a return of capital on a winding
up of the Company, they shall only be entitled to receive the
amount paid up on such shares up to a maximum of 0.9 pence per
share after the holders of the Ordinary Shares and the Deferred
Shares have received their return on
capital.
Reserves
The equity structure presented in
the Consolidated Financial Statements reflects the equity structure
of the Group, including the equity instruments issued as part of
the Reverse Takeover transaction which occurred in 2017 and
followed accounting treatment in accordance with IFRS
2.
The reverse acquisition reserve
and the merger reserve are derived as part of the Reverse Takeover
transaction and the balances within these reserves
have had no movement since the point of the
Reverse takeover in 2017.
Share premium
reserve
The share premium reserve
comprises the excess of consideration received over the par value
of the shares issued, plus the nominal value of share capital at
the date of redesignation at no par value.
Share option
reserve
The share option reserve comprises
the fair value of options granted, less the fair value of lapsed
and expired options.
Retained
earnings
Retained earnings comprises of
accumulated results to date.
12. Earnings per
share
The calculation of basic loss per
share at 31 December 2023 was based on the loss of
£1,269,331 (2022:
£1,029,261), and a weighted average number of ordinary shares
outstanding of 242,889,938 (2022: 186,422,541), calculated as
follows:
|
|
|
2023
|
2022
|
|
|
|
£
|
£
|
|
Losses attributable to ordinary
shareholders
|
|
(1,269,331)
|
(1,029,261)
|
|
|
|
|
|
|
Weighted average number of ordinary shares
|
|
|
|
|
|
|
|
|
|
Issued ordinary shares at 1
January
|
|
233,780,349
|
181,080,349
|
|
Effect of shares issued during the
year
|
|
9,109,589
|
5,342,192
|
|
Weighted average number of shares at
31 December
|
|
242,889,938
|
186,422,541
|
|
|
|
2023 pence per
share
|
2022 pence per
share
|
|
Basic loss per share
|
|
(0.52)
|
(0.55)
|
Diluted loss per share
Diluted earnings per share is
calculated by adjusting the weighted average number of shares
outstanding to assume conversion of all potential dilutive shares,
namely share options and warrants which could be bought for less
than a market price. The calculation of diluted loss per share at
31 December 2023 was based on the loss of £1,269,331 (31 December 2022:
£1,029,261), and a weighted average number of ordinary shares
outstanding of 242,889,938 (2022: 186,422,541).
|
|
|
2023 pence per
share
|
2022 pence per
share
|
|
Diluted loss per share
|
|
(0.52)
|
(0.55)
|
13. Risk management and
analysis
(a) Credit
risk
Financial risk management
Credit risk is the risk of
financial loss to the Group if a customer or counterparty to a
financial instrument fails to meet its contractual obligations and
arises principally from the Group's receivables and cash and cash
equivalents. The carrying amount of cash, cash equivalents and term
deposits represents the maximum credit exposure on those assets.
The cash and cash equivalents are held with UK bank and financial
institution counterparties which are rated by S&P
at least A-2.
There is an intercompany debtor
balance between the Company and N4 UK. The recoverability of this
debtor is dependent on the future profitability of the entity. As
N4 UK has sustained losses and the Statement of Financial Position
is in deficit it is currently not in a position to repay this
amount and this therefore poses a credit risk to the Company, but
not to the Group.
Exposure to credit risk
The carrying amount of financial
assets represents the maximum credit exposure. Therefore, the
maximum exposure to credit risk at the reporting date of the Group
was £1,214,157 (2022: £2,166,047), being the total of the carrying
amount of financial assets, shown in the Consolidated Statement of
Financial Position.
(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 following are the contractual
maturities of financial liabilities, including estimated interest
payments and excluding the impact of netting agreements.
Group:
Financial liabilities
|
Carrying
amount
|
Contractual cash
flows
|
6 months or
less
|
6-12
months
|
1 -2 years
|
|
£
|
£
|
£
|
£
|
£
|
31 December 2023
|
|
|
|
|
|
Trade and other
payables
|
25,024
|
25,024
|
25,024
|
-
|
-
|
31 December 2022
|
|
|
|
|
|
Trade and other
payables
|
40,722
|
40,722
|
40,722
|
-
|
-
|
Company:
Financial liabilities
|
Carrying
amount
|
Contractual cash
flows
|
6 months or
less
|
6-12
months
|
1 -2 years
|
|
£
|
£
|
£
|
£
|
£
|
31 December 2023
|
|
|
|
|
|
Trade and other
payables
|
2,146
|
2,146
|
2,146
|
-
|
-
|
31 December 2022
|
|
|
|
|
|
Trade and other
payables
|
13,381
|
13,381
|
13,381
|
-
|
-
|
(c) Currency
risk
The Group does not have
significant exposure to foreign currency risk at present. The Group
does not have any monetary financial instruments which are held in
a currency that differs from that entity's functional
currency.
(d) Interest rate
risk
Profile
At the reporting date the interest
rate profile of interest-bearing financial instruments
was:
|
|
|
Carrying
amount
|
|
Group:
|
|
2023
£
|
2022
£
|
|
Variable rate instruments
|
|
|
|
|
Cash and cash
equivalents
|
|
1,027,112
|
1,919,529
|
|
|
|
Carrying
amount
|
|
Company:
|
|
2023
£
|
2022
£
|
|
Variable rate instruments
|
|
|
|
|
Cash and cash
equivalents
|
|
697,850
|
1,761,330
|
Cash flow sensitivity analysis for variable rate
instruments
The Group's interest-bearing assets
at the reporting date were invested with financial institutions in
the United Kingdom with a S&P rating of A-2 and comprised
solely of bank accounts.
A change in
interest rates would have increased/(decreased) profit or loss by
the amounts shown below. This analysis assumes that all other
variables remain constant. This analysis is performed on the same
basis for 2022.
|
Group:
|
2023
|
2022
|
|
|
Profit or
loss
|
Profit or
loss
|
|
|
100 bp
increase
|
100 bp
decrease
|
100 bp
increase
|
100 bp
decrease
|
|
Variable rate
instruments
|
10,271
|
(10,271)
|
19,195
|
(19,195)
|
|
Company:
|
2023
|
2022
|
|
|
Profit or
loss
|
Profit or
loss
|
|
|
100 bp
increase
|
100 bp
decrease
|
100 bp
increase
|
100 bp
decrease
|
|
Variable rate
instruments
|
6,979
|
(6,979)
|
17,613
|
(17,613)
|
14. Related
parties
Key management personnel
The below remuneration relates to
key management personnel, there are no key management personnel
employed by the Group in addition to the Directors.
|
|
|
2023
|
2022
|
|
|
|
£
|
£
|
|
Short-term employee
benefits
|
|
231,778
|
230,895
|
|
Share based payments
|
|
3,431
|
12,006
|
|
|
|
235,209
|
242,901
|
Directors' remuneration and interests
The below remuneration relates to
the Directors of the Group.
2023
|
Remuneration
|
Interests
|
Director
|
Cash-based payments
|
Share-based payments
|
Totals
|
Shares
|
Options
|
|
£
|
£
|
£
|
No.
|
No.
|
Nigel Theobald (Chief Executive
Officer)
|
82,500
|
-
|
82,500
|
16,981,319
|
-
|
David Templeton
|
49,500
|
1,715
|
51,215
|
-
|
1,434,286
|
Luke Cairns
|
44,000
|
1,716
|
45,716
|
142,857
|
2,109,588
|
Christopher Britten
|
24,000
|
-
|
24,000
|
-
|
717,143
|
John Chiplin (resigned on 1 August
2023)
|
14,000
|
-
|
14,000
|
-
|
717,143
|
|
214,000
|
3,431
|
217,431
|
17,124,176
|
4,978,160
|
2022
|
Remuneration
|
Interests
|
Director
|
Cash-based payments
|
Share-based payments
|
Totals
|
Shares
|
Options
|
|
£
|
£
|
£
|
No.
|
No.
|
Nigel Theobald (Chief Executive
Officer)
|
77,500
|
-
|
77,500
|
16,981,319
|
-
|
David Templeton
|
46,500
|
4,537
|
51,037
|
-
|
1,434,286
|
Luke Cairns
|
41,333
|
4,537
|
45,870
|
142,857
|
2,109,588
|
Christopher Britten
|
24,000
|
1,466
|
25,466
|
-
|
717,143
|
John Chiplin (resigned on 1 August
2023)
|
24,000
|
1,466
|
25,466
|
-
|
717,143
|
|
213,333
|
12,006
|
225,339
|
17,124,176
|
4,978,160
|
No contributions are paid by the
Group to a pension scheme on behalf of the Directors.
Nigel Theobald is the Group's
highest paid director (2022: Nigel Theobald). His remuneration in
each year is disclosed above.
N4 Pharma Plc has a loan
receivable from N4 Pharma UK Limited at 31 December 2023 of
£6,459,000 (2022: £5,659,000). It is repayable in December 2025,
accrues interest at a rate of 5% and is unsecured.
The Directors have considered the
carrying amount for the loan to subsidiary and decided to impair
this loan together with the accrued interest balance to £nil in
accordance with the accounting policies.
There are no further related
parties identified. There is no ultimate controlling party of the
Company or Group.
15. Interests in other entities
The Group's principal subsidiaries
at 31 December 2023 are set out below. Unless otherwise stated,
they have share capital consisting solely of ordinary shares that
are held directly by the Group, and the proportion of ownership
interests held equals the voting rights held by the Group. The
country of incorporation or registration is also their principal
place of business.
Name of entity
|
Place of business/country of incorporation
|
Ownership interest held by the group
|
Ownership interest held by non-controlling
interests
|
Principal activities
|
|
|
2023
%
|
2022
%
|
2023
%
|
2022
%
|
|
|
|
|
|
|
|
|
Nanogenics Limited
|
UK
|
70.82
|
-
|
29.18
|
-
|
Research and experimental
development on biotechnology
|
N4 Pharma UK Limited
|
UK
|
100
|
100
|
-
|
-
|
Delivery of vaccines and
therapeutics
|
On 27 September 2023 the Company
acquired 75% of the issued shares of Nanogenics Limited.
The fair value of assets and liabilities acquired
were equal to the net book value therefore no fair value
adjustments are required. In connection with the subsequent issue
of shares the Company's ownership interest was reduced to
70.82%.
Below is a financial information
for Nanogenics and calculation of Non-controlling interest and
Goodwill on acquisition date 27 September 2023.
£
Current
assets
252,470
Current
liabilities
(750)
Net
assets
251,720
Consideration
paid
(250,000)
Non-Controlling Interest, 25% of
Net
assets
(62,930)
Goodwill
61,210
The Goodwill represents the
knowledge of ECP105.
Below is the information about the
costs incurred that related to the investment in
Nanogenics.
|
|
|
£
|
Broker commission
|
21,000
|
Advisory fee
|
12,500
|
Settlement fees
|
600
|
Survey of designated patent
rights
|
8,075
|
Exclusivity payment
|
25,000
|
Legal services
|
22,000
|
|
89,175
|
Nanogenics is exempt from audit
under s479a of the companies act (parental guarantee).
16. Non-controlling interest
Below is financial information for
Nanogenics given that it has non-controlling interest that is
material to the group. The amounts disclosed are before
inter-company eliminations and relate to results after 27 September
2023.
Statement of Financial
Position
|
2023
£
|
2022
£
|
Current Assets
|
239,833
|
-
|
Current liabilities
|
(13,633)
|
-
|
Current Net assets
|
226,200
|
-
|
Accumulated NCI
|
66,005
|
-
|
Statements of Comprehensive
Income
|
2023
£
|
2022
£
|
Revenue
|
1,953
|
-
|
Expenses
|
(27,475)
|
-
|
Loss for the period
|
(25,522)
|
-
|
Loss allocated to NCI
|
(7,447)
|
-
|
|
|
|
17. Subsequent
events
There have been no material events
subsequent to the Consolidated Statement of Financial Position date
that require adjustment or disclosure in these Consolidated
Financial Statements.