⌘K
t
| Date | 18 Dec 2023 |
| Time | 07:00:12 |
| Category | Miscellaneous |
| ID | 0676X |
This announcement contains inside information as stipulated under the UK version of the Market Abuse Regulation No 596/2014 which is part of English law by virtue of the European (Withdrawal) Act 2018, as amended. On publication of this announcement via a regulatory information service, this information is considered to be in the public domain.
Interim Report and Financial Statements for
the six-month period ended 30 September 2023
18 December 2023
EDX Medical Group, plc ("EDX Medical", the "Company" or the "Group"), which develops innovative digital diagnostic products and services for the personalised treatment for cancer, heart disease and infectious diseases, today announces publication of its Interim Report and Financial Statements for the six-month period ended 30 September 2023.
Highlights:
Jason Holt, Chairman of EDX Medical Group plc, commented:
"During the reporting period, the Group has continued to develop its strategy of creating innovative digital diagnostic healthcare products and services to address major diseases and enable better treatment and outcomes for patients.
"The imperative for the Group post this half-yearly interim reporting period remains growing our business rapidly as opportunities emerge to take forward products and projects with significant commercial potential.
"As we progress the commercial opportunities available, we will continue to explore emerging prospects for novel diagnostic products as well as assessing further investment options that expand the scale of and growth prospects for the Group."
Contacts:
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EDX Medical plc |
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Dr Mike Hudson (Chief Executive Officer) |
+44 (0)7812 345 301
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Oberon Capital |
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Nick Lovering (Corporate Adviser) Adam Pollock (Corporate Broking) Mike Seabrook (Corporate Broking) |
+44 (0)20 3179 5300 |
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Media House International |
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Ramsay Smith
Gary McQueen |
+44 (0)7788 414856 + 44 (0)7834 694609 |
About EDX Medical Group plc
EDX Medical Group plc develops innovative digital diagnostic products and services, enabling cost effective and timely delivery of personalised treatment for cancer, heart disease and infectious diseases. The company is listed on the AQSE Growth Market (TIDM: EDX).
EDX Medical was founded by Professor Sir Chris Evans, OBE, a very successful medical and life sciences entrepreneur with more than 35 years of experience building innovative life sciences companies.
By translating clinical insights into pragmatic solutions combining advanced biological and digital technologies, EDX Medical seeks to cost-effectively improve the detection and characterisation of disease in order to select personal treatment in a timely fashion.
Early disease detection and biologically-based personal treatment is considered to be the most impactful way of reducing deaths and lowering the cost of healthcare globally.
EDX Medical has established expertise in the design, development, validation and sourcing of diagnostic testing solutions to ISO 13485 and key laboratory tests performed by the Company have been accredited to ISO 15189 by the United Kingdom Accreditation Service (UKAS).
EDX Medical Group operates a molecular diagnostics and genomics laboratory in Cambridge, UK, a Point of Care test development group in Oxford (Hutano Diagnostics Ltd) and Torax Biosciences Ltd in Ireland.
Learn more: www.edxmedical.co.uk
EDX Medical Group Plc
Interim Report and Financial Statements
For the six-month period ended 30 September 2023
Company registration number: 13277385 (England and Wales)
EDX MEDICAL GROUP PLC
INTERIM REPORT AND FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 SEPTEMBER 2023
CONTENTS
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Page |
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Interim Management Report
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2 |
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Condensed Consolidated Statement of Comprehensive Income
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4 |
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Condensed Consolidated Statement of Financial Position
|
5 |
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Condensed Consolidated Statement of Changes in Equity
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6 |
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Condensed Consolidated Statement of Cash Flows
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7 |
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Notes to the Interim Financial Statements
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8 |
INTERIM MANAGEMENT REPORT
During the reporting period, EDX Medical Group PLC ("EDX Medical," "the Company" or together with its subsidiaries "the Group") has continued to develop its strategy of creating innovative digital diagnostic healthcare products and services to address major diseases and enable better treatment and outcomes for patients.
The imperative for the Group post this half-yearly interim reporting period remains growing our business rapidly as opportunities emerge to take forward products and projects with significant commercial potential.
EDX Medical has invested in high quality commercial and scientific personnel as well as raising capital to undertake the necessary steps to grow our business. We have also invested sensibly in very compelling new product areas that have attractive future markets and revenue generation opportunities as follows:
Our acquisition and integration of Hutano Diagnostics Ltd ("Hutano"), based in Oxford, enables the Group to accelerate and expand our development capabilities of innovative, new 'point-of-care' tests capable of accurately measuring a combination of multiple markers of disease on a single device within minutes.
These new tests will be used by health professionals in their daily workplace to rapidly identify and characterise emerging signs of cancer, infections, and heart disease and can be carried out, without the delays and costs associated with laboratory testing.
The first products in development address the detection, characterisation and quantification of infectious diseases caused by bacteria and viruses such as fever and sepsis and are expected to be available commercially within the next twelve months.
Point-of-Care Testing is a global market opportunity for our business and the combination of Hutano's technology and our existing expertise with reagents and smart-phone digital readers positions the Group as pioneers in this area.
Post the reporting period, we finalised a strategic agreement with Guardant Health Inc. (NASDAQ: GH), a leading precision oncology company, as the exclusive distributor of Guardant Health's blood-based liquid biopsy tests to healthcare providers in the Nordic region and the private healthcare sector in the UK. This presents EDX Medical with an opportunity to drive forward with revenue generating products. Under the agreement, EDX Medical will distribute the Guardant360® CDx test for genomic testing in advanced cancer and the Guardant Reveal™ test for residual disease and recurrence detection.
The distribution contract with Guardant Health is another step in our strategy to provide healthcare professionals with world-class products and services to rapidly improve cancer diagnosis, drug therapy selection, and recurrence detection, delivering improved clinical outcomes for patients.
EDX Medical has also recently signed a collaboration agreement with Thermo Fisher to jointly develop and potentially commercialise a number of proprietary qPCR assays - including novel and innovative cancer diagnostic solutions. The multi project collaboration will harness Thermo Fisher's powerful technologies and information translation systems to deliver a number of advanced testing solutions in development at EDX Medical or licensed from partners, including a proprietary assay to enable personalised radiotherapy and a novel chemotherapy toxicity assay focusing on serious adverse events.
Financial Summary
During the period, the majority of the Company's administrative expenditure has related to expenses incurred in connection with preparing the Company to be able to deliver in line with the strategy outlined above. The loss for the six-month period was £1,336,723 (Loss in period to 30 September 2022: £684,854).
Trade and other receivables as at 30 September 2023 were £531,543 (September 2022: £193,024).
The cash balance as at 30 September 2023 was £1,104,801 (September 2022: £86,924).
Trade and other payables at 30 September 2023 were £547,846 (September 2022: £787,205).
Overall, at the period-end, net assets/(liabilities) were £388,000 (September 2022: (£691,397)).
The outlook for the remainder of the financial year remains positive. As we move towards our first anniversary as a listed company, we are now clearly entering into a new phase for the Group and during the first half of this financial year we have attracted significant new investment at a premium from investors who have embraced our vision. Our business strategy was endorsed at our recent AGM. As we progress the commercial opportunities available, we will continue to explore emerging prospects for novel diagnostic products as well as assessing further investment options that expand the scale of and growth prospects for the Group.
These prospects align with the EDX directors' belief of the need for better access to risk assessment, diagnosis and personalised treatment of illness. This need has never been greater as the post-pandemic world becomes accustomed to ever-increasing patient backlogs and the imperative drive for fast, effective diagnosis. Hence, the Group wishes to pioneer the universal trend of personalised medicine that detects the early onset of disease as well as accentuates accurate risk prediction. The Group sees this twin approach as the most impactful way to reduce deaths and lowering the future costs of healthcare provision globally.
Finally, as Chairman of EDX Medical Group Plc, I would like to thank my fellow Board directors, new investors, shareholders and all the teams within the Group who are working together to grow our new enlarged business in 2023 and beyond.
Jason Holt
Chairman
EDX MEDICAL GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF TOTAL
COMPREHENSIVE INCOME
FOR THE SIX-MONTH PERIOD ENDED 30 SEPTEMBER 2023
|
|
Note |
|
Unaudited Six months to £ |
Unaudited Six months to £ |
|
Continuing operations |
|
|
|
|
|
Revenue |
|
|
20,076 |
- |
|
Cost of sales |
|
|
(39,710) |
(2,461) |
|
Gross loss |
|
|
(19,634) |
(2,461) |
|
|
|
|
|
|
|
Administrative expenses |
|
|
(1,330,489) |
(665,395) |
|
Other gains - net |
3 |
|
27,385 |
- |
|
Operating loss |
|
|
(1,322,738) |
(667,856) |
|
|
|
|
|
|
|
Finance expense |
4 |
|
(14,475) |
(16,998) |
|
Loss before taxation |
|
|
(1,337,213) |
(684,854) |
|
Taxation |
|
|
490 |
- |
|
Loss for the period |
|
|
(1,336,723) |
(684,854) |
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
Other comprehensive income for the period |
|
|
- |
- |
|
|
|
|
|
|
|
Total comprehensive loss for the period attributable to owners of the parent |
|
|
(1,336,723) |
(684,854) |
|
|
|
|
|
|
|
Earnings per share from continuing operations attributable to owners of the parent: |
|
|
|
|
|
Basic and diluted loss per share (pence) |
6 |
|
(0.46) |
(1,370) |
The notes on pages 8 to 13 form part of these interim financial statements.
EDX MEDICAL GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023
|
Company Number: 13277385 |
|
|
Unaudited 30 September 2023 |
Unaudited 30 September 2022 |
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|
Note |
|
£ |
£ |
|
ASSETS |
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Intangible assets |
8 |
|
136,759 |
- |
|
Property, plant and equipment |
|
|
377,703 |
452,414 |
|
Right-of-use asset |
|
|
348,753 |
485,744 |
|
Total non-current assets |
|
|
863,215 |
938,158 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Trade and other receivables |
9 |
|
531,543 |
193,024 |
|
Other current assets |
|
|
270,710 |
730,211 |
|
Cash and cash equivalents |
|
|
1,104,801 |
86,924 |
|
Total current assets |
|
|
1,907,054 |
1,010,159 |
|
|
|
|
|
|
|
Total assets |
|
|
2,770,269 |
1,948,317 |
|
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
Equity |
|
|
|
|
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Share capital |
11 |
|
3,009,659 |
50,000 |
|
Share premium |
11 |
|
4,107,981 |
- |
|
Warrant reserve |
|
|
17,567 |
- |
|
Merger relief reserve |
|
|
6,709,469 |
- |
|
Other reserves |
|
|
50,910 |
- |
|
Reverse acquisition reserve |
|
|
(8,461,500) |
- |
|
Retained losses |
|
|
(5,046,086) |
(741,397) |
|
Total equity |
|
|
388,000 |
(691,397) |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Lease liability |
|
|
187,456 |
298,513 |
|
Deferred tax |
5 |
|
21,623 |
- |
|
Total non-current liabilities |
|
|
209,079 |
298,513 |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
|
|
547,847 |
787,205 |
|
Convertible loan - debt |
10 |
|
1,392,648 |
1,385,896 |
|
Convertible loan - derivative |
10 |
|
66,502 |
- |
|
Borrowings |
|
|
17,333 |
- |
|
Lease liability |
|
|
148,860 |
168,100 |
|
Total current liabilities |
|
|
2,173,190 |
2,341,201 |
|
|
|
|
|
|
|
Total liabilities |
|
|
2,382,269 |
2,639,714 |
|
|
|
|
|
|
|
Total equity and liabilities |
|
|
2,770,269 |
1,948,317 |
|
|
|
|
|
|
The Interim Report and Financial Statements were approved by the Board of Directors and authorised for issue on 8 December 2023.
The notes on pages 8 to 13 form part of these interim financial statements.
EDX MEDICAL GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX-MONTH PERIOD ENDED 30 SEPTEMBER 2023
|
|
Share capital |
Share premium |
Shares to be issued |
Warrant reserve |
Merger relief reserve |
Other reserves |
Reverse acquisition reserve |
Retained losses |
Total equity |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 1 April 2023 |
2,525,000 |
1,929,781 |
200,000 |
17,567 |
6,545,833 |
- |
(8,461,500) |
(3,709,363) |
(952,682) |
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
- |
- |
- |
- |
- |
- |
- |
(1,336,723) |
(1,336,723) |
|
Total comprehensive loss for the period |
- |
- |
- |
- |
- |
- |
- |
(1,336,723) |
(1,336,723) |
|
|
|
|
|
|
|
|
|
|
|
|
Issue of placing shares |
484,659 |
2,181,250 |
(200,000) |
- |
163,636 |
50,910 |
- |
- |
2,680,455 |
|
Cost of issue of shares |
- |
(3,050) |
- |
- |
- |
- |
- |
- |
(3,050) |
|
Total transactions with owners |
484,659 |
2,178,200 |
(200,000) |
- |
163,636 |
50,910 |
- |
- |
2,677,405 |
|
|
|
|
|
|
|
|
|
|
|
|
As at 30 September 2023 |
3,009,659 |
4,107,981 |
- |
17,567 |
6,709,469 |
50,910 |
(8,461,500) |
(5,046,086) |
388,000 |
For the six-month period ended 30 September 2022
|
|
Share Capital |
Retained losses |
Total equity |
|
|
£ |
£ |
£ |
|
|
|
|
|
|
Balance at 1 April 2022 |
50,000 |
(56,543) |
(6,543) |
|
Loss for the year |
- |
(684,854) |
(684,854) |
|
Total comprehensive loss for the period |
- |
(684,854) |
(684,854) |
|
|
|
|
|
|
As at 30 September 2022 |
50,000 |
(741,397) |
(691,397) |
|
|
|
|
|
The notes on pages 8 to 13 form part of these interim financial statements.
EDX MEDICAL GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX-MONTH ENDED 30 SEPTEMBER 2023
|
|
|
|
Unaudited Six months to 2023 |
Unaudited Six months to 2022 |
|
|
Note |
|
£ |
£ |
|
|
|
|
|
|
|
Cash flow from operating activities |
|
|
|
|
|
Loss before taxation |
|
|
(1,337,213) |
(684,854) |
|
Adjustments for non-cash/non-operating items: |
|
|
|
|
|
Amortisation - right of use asset |
|
|
74,191 |
82,932 |
|
Amortisation - intangibles |
|
|
3,797 |
|
|
Depreciation |
|
|
50,977 |
58,376 |
|
Loss on disposal of property, plant & equipment |
|
|
32,044 |
- |
|
Taxation charge |
|
|
490 |
- |
|
Fair value loss on convertible loan |
|
|
(27,385) |
- |
|
Finance expense |
|
|
14,475 |
16,998 |
|
Net cash used in operating activities before changes in working capital |
|
|
(1,188,624) |
(526,548) |
|
|
|
|
|
|
|
Changes in working capital |
|
|
|
|
|
(Increase)/decrease in trade and other receivables |
|
|
(149,097) |
13,662 |
|
(Decrease)/increase in trade and other payables |
|
|
(169,532) |
733,648 |
|
Net cash used in operating activities |
|
|
(1,507,253) |
220,762 |
|
|
|
|
|
|
|
Cash flow from investing activities |
|
|
|
|
|
Purchase of property, plant, and equipment |
|
|
- |
(673) |
|
Cash acquired with subsidiary |
7 |
|
217,068 |
- |
|
Net cash used in investing activities |
|
|
217,068 |
(673) |
|
|
|
|
|
|
|
Cash flow from financing activities |
|
|
|
|
|
Proceeds from issue of share capital |
11 |
|
2,375,000 |
- |
|
Cost of issue of share capital |
|
|
(2,000) |
- |
|
Cost of convertible loan note |
10 |
|
- |
(15,786) |
|
Repayment of borrowings |
|
|
(11,354) |
- |
|
Other interest paid |
|
|
(1,340) |
- |
|
Lease interest paid |
|
|
(9,754) |
(15,316) |
|
Principal paid on leases |
|
|
(71,742) |
(102,062) |
|
Net cash generated from financing activities |
|
|
2,278,810 |
(133,164) |
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
988,625 |
86,925 |
|
Cash and cash equivalents at the beginning of the period |
|
|
116,176 |
- |
|
Cash and cash equivalents at the end of the period |
|
|
1,104,801 |
86,925 |
The notes on pages 8 to 13 form part of these interim financial statements.
EDX MEDICAL GROUP PLC
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 SEPTEMBER 2023
1. Company information
EDX Medical Group Plc (the "Company") is a public limited company, limited by shares (not guarantee) and is incorporated and domiciled in the UK. The address of the registered office is 211 Milton Road, Cambridge, England, CB4 0WA The registered number of the Company is 13277385. The consolidated interim financial statements consolidate those of the Company and its subsidiaries. The principal activity of the Group is that of creating innovative health testing solutions and developing biological and digital technologies to improve the detection of diseases and disorders.
2. Summary of significant accounting policies
Basis of preparation
These condensed consolidated interim financial statements include the results of the Company and its subsidiaries ("the Group") for the six months ended 30 September 2023 and have not been audited. These condensed consolidated interim financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006.
These condensed consolidated interim financial statements have been prepared in accordance with the AQSE Growth Market rules and the recognition and measurement requirements of UK-adopted International Accounting Standards ("UK-IAS") and adopting the accounting policies that will be applied in the 31 March 2024 annual financial statements.
The condensed consolidated interim financial statements have been prepared in accordance with the accounting policies adopted in the Group's most recent annual financial statements for the period ended 31 March 2023 and should be read in conjunction with these financial statements which is available on the Group's website www.edxmedical.co.uk
In the opinion of the Directors, the interim consolidated financial information presents fairly the financial position, and results from operations and cash flows for the period. The prior period comparatives are not comparable with the current interim period, given that the prior period is unaudited and not consolidated, due to the reverse takeover of EDX Medical Ltd by the Company which did not complete until November 2022.
The auditor's report on the statutory financial statements for the period ended 31 March 2023 was unqualified but did contain a material uncertainty with respect of going concern.
Basis of consolidation
The consolidated interim financial statements consolidate the interim financial statements of the Company and the results of its subsidiary undertakings EDX Medical Ltd, Torax Biosciences Limited and Hutano Diagnostics Ltd, made up to 30 September 2023.
Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
On 27 September 2023, the Company acquired 100% of the share capital of Hutano Diagnostics Ltd in exchange for shares in the Company. This acquisition was accounted for using the acquisition method of accounting in accordance with IFRS 3 Business Combinations. Further details can be found in note 7.
2. Summary of significant accounting policies (continued)
Going concern
The condensed consolidated interim financial information for the six months ended 30 September 2023 have been prepared on the going concern basis. The forecasts for the Group include due consideration for contracted minimum revenues, potential future capital in-flows, continued operating losses, projected increase in cash-burn of the Group for a minimum period of at least twelve months from the date of approval of these interim financial statements.
However, the Group forecasts assume that further equity fundraising will be required in the next twelve months in order to implement its growth strategy and operate as a going concern. Although the entity has had past success in fundraising and continues to attract interest from investors, making the Board confident that such fundraising will be available to provide the required capital, there can be no guarantee that such fundraising will be available and, accordingly, this constitutes a material uncertainty over going concern, which the auditors made reference to in their audit report for the year ended 31 March 2023.
Notwithstanding the above, the Board has considered various alternative operating strategies should these be necessary in the light of fundraising not being available and actual trading performance not matching the Group's forecasts given current macro-economic conditions and is satisfied that such revised operating strategies could be adopted, if and when necessary. This includes the ability to call upon Sir Christopher Evans, a director of the Company, to extend sufficient loans. Therefore, the Directors consider the going concern basis of preparation is appropriate.
The interim financial statements have been prepared on a going concern basis and do not include the adjustments that would be required should the going concern basis of preparation no longer be appropriate.
3. Other gains/ (losses) - net
|
|
Period ended 30 September 2023 |
Period ended 30 September 2022 |
|
|
£ |
£ |
|
Convertible loan - revaluation of derivative |
27,385 |
- |
|
|
27,385 |
- |
4. Net finance expense
|
|
Period ended 30 September 2023 |
Period ended 30 September 2022 |
|
|
£ |
£ |
|
Convertible loan - interest |
3,381 |
1,682 |
|
Interest on lease liabilities |
9,754 |
15,316 |
|
Other finance expense |
1,340 |
- |
|
|
14,475 |
16,998 |
5. Deferred tax
|
|
Opening balance £ |
Acquisitions - business combinations £ |
Recognised in profit or loss £ |
Net £ |
Deferred tax liability
£ |
|
|
|
|
|
|
|
|
Intangible assets |
(9,804) |
(12,309) |
490 |
(11,819) |
(21,623) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6. Loss per share
Basic and diluted loss per share
The calculation of basic and diluted loss per share is based on the loss attributable to equity holders divided by the weighted average number of shares in issue during the period.
The loss incurred by the Group means that the effect of any outstanding warrants and options would be considered anti-dilutive and is ignored for the purposes of the loss per share calculation.
|
|
Unaudited |
|
Unaudited |
|
|
Period ended 30 September 2023 £ |
|
Period ended |
|
Loss for the period from continuing activities |
(1,336,723) |
|
(684,854) |
|
|
|
|
|
|
|
Period ended 30 September 2023 No. |
|
Period ended |
|
Weighted average number of ordinary shares |
287,912,712 |
|
50,000 |
|
|
|
|
|
|
|
Period ended 30 September 2023 £ |
|
Period ended |
|
Basic and diluted loss per share (pence) |
(0.46) |
|
(1,370) |
7. Business combinations
Summary of acquisition
The entire issued share capital of Hutano Diagnostics Ltd ("Hutano") was acquired by EDX Medical Group Plc on 27 September 2023 (the "Acquisition Date"). The initial purchase consideration to acquire 100% of the share capital of the Company was £1,000,000 to be satisfied by the issue of 9,090,909 new ordinary shares of £0.01 each in the Company at a deemed price of £0.11 per share plus contingent consideration of £200,000 to be satisfied by the issue of 1,818,182 new ordinary shares in the Company at a deemed price of £0.11 per share, conditional upon achieving agreed upon milestones.
On the Acquisition Date, one ordinary share of the Company was worth £0.028 in the market, establishing a fair value of the initial purchase consideration by way of issuing 9,090,909 acquisition shares of £254,544.
Management's expectation at the Acquisition Date was that the milestones would be met in full and have forecasted as such and therefore the contingent consideration has been included in the total consideration payable with no discount for the probability of the milestones not being met. The fair value of the contingent consideration by way of issuing 1,818,182 acquisition shares was £50,909. Therefore, the fair value consideration is £305,453.
7. Business combinations (continued)
The principal reason for the acquisition was the pooling of research and development resources allowing the Group to accelerate its efficiency in the development of its products.
The following table summarises the fair value of assets acquired, and liabilities assumed at the acquisition date:
|
|
Carrying value
£ |
Fair value adjustments
£ |
Fair value
£ |
|
Intangible asset - technology |
- |
49,234 |
49,234 |
|
Intangible asset - capitalised patent costs |
4,740 |
(4,740) |
- |
|
Property, plant and equipment |
38,599 |
- |
38,599 |
|
Trade and other receivables |
12,861 |
- |
12,861 |
|
Cash |
217,068 |
- |
217,068 |
|
Deferred tax liability |
- |
(12,309) |
(12,309) |
|
Net identifiable assets acquired |
273,268 |
32,185 |
305,453 |
|
|
|
|
|
|
Fair value of consideration - share issue |
|
|
254,544 |
|
Fair value of contingent consideration |
|
|
50,909 |
|
|
|
|
|
|
Total consideration |
|
|
305,453 |
The fair values include recognition of a technology-based intangible asset of £49,234 relates to the Hutano's modular lateral flow device ("LFD") platform technology and valuable know-how in developing LFDs and will be amortised over 20 years on a straight-line basis in line with the ongoing patent application.
Acquisition costs of £49,650 have been expensed to the Statement of Comprehensive Income and are within administrative expenses.
8. Intangible assets
|
|
Goodwill |
Trade names |
Technology |
Total |
|
|
£ |
£ |
£ |
£ |
|
Cost |
|
|
|
|
|
At 1 April 2023 |
16,649 |
39,217 |
36,722 |
92,588 |
|
Acquired in business combinations |
- |
- |
49,234 |
49,234 |
|
At 30 September 2023 |
16,649 |
39,217 |
85,956 |
141,822 |
|
|
|
|
|
|
|
Amortisation |
|
|
|
|
|
At 1 April 2023 |
- |
654 |
612 |
1,266 |
|
Charge |
- |
1,961 |
1,836 |
3,797 |
|
At 30 September 2023 |
- |
2,615 |
2,448 |
5,063 |
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
At 30 September 2023 |
16,649 |
36,602 |
83,508 |
136,759 |
|
|
|
|
|
|
Amortisation is recognised on a straight-line basis over a useful economic life of 10 years and has been charged to the Statement of Comprehensive Income.
9. Trade and other receivables
|
|
30 September 2023 |
|
30 September 2022 |
|
|
£ |
|
£ |
|
Prepayments |
106,937 |
|
- |
|
Loan from Christopher Evans |
281,295 |
|
158,992 |
|
Other receivables |
143,311 |
|
34,032 |
|
Total trade and other receivables |
531,543 |
|
193,024 |
10. Convertible loan
Convertible loan note
In July 2022, the Group issued 1,400,000 convertible redeemable loan notes (CLNs) of £1.00 each, totalling £1,400,000, to settle an outstanding liability with Christopher Evans related to the sale of assets worth £1,404,923 to the Company. The CLNs were issued at par value, with no interest unless the Company faces administration or insolvency. The CLNs could be converted by the noteholder on or after October 31, 2022, contingent upon the Company's successful admission to the AQSE Growth Market, which occurred on November 14, 2022.
The conversion rate is one Company share per £0.06 nominal of CLN or a price per Company share reflecting a 20% discount to the volume-weighted average price (VWAP) over the three months prior to conversion date. The CLNs were presented in the Consolidated Statement of Financial Position as two separate components: 'Convertible loan - debt' and 'Convertible loan - derivative' due to the embedded derivative in conjunction with the host debt liability. The noteholder had the option to partially convert the CLNs but has not exercised this option as at 30 September 2023.
At 30 September 2023, the Company remeasured the derivative element at fair value using the Black Scholes option pricing model based on the exercise price of £0.06. The fair value at 30 September 2023 was £66,502, resulting in a gain on revaluation of the derivative being recognised of £27,385. Significant assumptions used in the fair value analysis include the volatility rate and the estimated date of conversion. The volatility of 68.3% was used in the determination of the fair value at 30 September 2023.
Given the option of the noteholder to convert the CLNs at their discretion, the debt and derivative liability elements have been classified as current liabilities. The host debt liability includes initial transaction costs of £15,786.
|
|
Convertible loan - derivative £ |
Convertible loan - debt
£ |
|
At 1 April 2023 |
93,887 |
1,389,268 |
|
Interest expense |
- |
3,380 |
|
Revaluation of derivative |
(27,385) |
- |
|
At 30 September 2023 |
66,502 |
1,392,648 |
11. Share capital
Period ended 30 September 2023
|
Allotted, called up and fully paid |
Ordinary 0.01p shares |
Share Capital |
Share Premium |
|
|
No. |
£ |
£ |
|
At 01 April 2023 |
252,500,000 |
2,525,000 |
1,929,781 |
|
Share issue - cash |
39,375,000 |
395,750 |
2,181,250 |
|
Share issue - consideration |
9,090,909 |
90,909 |
- |
|
Cost of share issue |
- |
- |
(3,050) |
|
At 30 September 2023 |
300,965,909 |
3,009,659 |
4,107,981 |
11. Share capital (continued)
Period ended 30 September 2022
|
Allotted, called up and fully paid |
Ordinary £1 shares |
Share Capital |
|
|
No. |
£ |
|
Incorporation of EDX Medical Ltd at 28 February 2022 |
50,000 |
50,000 |
|
At 30 September 2022 |
50,000 |
50,000 |
The holders of ordinary shares are entitled to one voting right per share and, subject to the provisions of the Companies Act 2006, are entitled to dividends out of the profits of the Company available for distribution.
New shares allotted
Bridgemere Securities Ltd ("Bridgemere Securities")
On 26 April 2023 the Company raised a total of £1,725,000 via the issue of 28,750,000 new ordinary shares in the Company at £0.06 per share. Bridgemere Securities invested £1,500,000 in the placing and bought a further 7,720,000 ordinary shares in the market between 20 and 21 April 2023 making Bridgemere Securities the second largest shareholder in the Company.
Seerave Enterprises Ltd ("Seerave Enterprises").
On 26 May 2023 the Company received a strategic investment of £350,000 from Seerave Enterprises via a subscription of 4,375,000 ordinary shares of £0.01 in the Company at a price of £0.08 per share.
Seerave Enterprises is a wholly owned subsidiary of the Seerave Foundation, a philanthropic non-profit organisation which has a global commitment to improving patient access to personalised cancer treatment. The Seerave Foundation awards traditional grants to academic researchers and makes selective equity investments into developing companies via its investment arm, Seerave Enterprises.
Boru Ltd ("Boru")
On 30 June 2023, the Company received a strategic investment of £500,000 from Boru via a subscription of 6,250,000 new ordinary shares of £0.01 each in the Company at a price of £0.08 per share.
Boru is a private investment company which invests in growth companies on a global basis in order to achieve its financial goals. The investment in the Company by Boru will be used to support the expansion of the Company's capabilities and support clients providing personalised care for cancer patients in the UK and Europe.
Hutano Diagnostics Limited ("Hutano")
On 27 September 2023 ("Acquisition Date") the Group acquired the entire issued share capital of Hutano.
The initial consideration was 9,090,909 new ordinary shares of £0.01 each in the Company at a price of £0.11 per share. Up to 1,818,182 additional consideration shares will be issued to the sellers on achievement of certain commercial milestones. The initial consideration shares will rank pari passu in all respects with the existing share capital of the Company. Further details on the acquisition can be found in Note 7.
Rights, preferences, and restrictions
All ordinary shares are equally eligible to receive dividends and the repayment of capital and represent equal votes at meetings of Shareholders. There are no rights of redemption attaching to the ordinary shares.
12. Events after the reporting period
There have been no significant events since the end of the reporting period.