TIDMNFX
RNS Number : 9094V
Nuformix PLC
26 July 2018
26 July 2018
Nuformix plc
("Nuformix" or "the Company"),
Final Results for year ended 31 March 2018
The Board of Nuformix plc, (LSE:NFX) is pleased to announce the
Company's audited final results for the year ended 31 March
2018.
Summary
-- On 13 October 2017 the Company successfully completed a
reverse takeover of Nuformix Limited, now renamed Nuformix
Technologies Limited (Nuformix),
-- On re-listing a Placing of new shares was also completed,
raising GBP2.3m before expenses to support:
o Entry to clinical development for Nuformix's technology and
associated lead programmes.
o Further pre-clinical research and development to broaden
Nuformix's underlying pipeline.
-- Nuformix has added world class members to its team to support
the Group's technical and commercial aspirations:
o Creation of Nuformix Advisory Panel, with Dr Andy Richards
joining as Chairman.
o In research and development, Dr Alex Eberlin joined as Head of
Chemistry.
o Post year-end, key additions have followed, including Dr Chris
Blackwell joining the Nuformix Board as a Non-Executive
Director.
-- Progression of Lead Programmes:
o NXP001: Await confirmation that the pre-clinical milestone has
been achieved triggering an initial payment of GBP500,000 from
Newsummit Biopharma ("NSB").
-- Group is on track to deliver its first human pharmacokinetic
data in early 2019. MHRA clearance is expected in November 2018
with patients scheduled for dosing in January 2019.
-- All clinical materials have been generated and are ready for
the commencement of a study at Quotient. Demonstration of
bioequivalence to the reference product will trigger a further GBP2
million payment from NSB, whilst the marketing of the Rest of World
rights will commence in Q3 2018.
o NXP002: Strategic Review combined with emerging pre-clinical
data strongly supports primary development towards a treatment for
Idiopathic Pulmonary Fibrosis ("IPF").
-- Expect to announce completion of pre-clinical IPF programme
shortly, following initial positive pilot study results as
previously announced.
-- Formulation development activities are on-going as the Group
positions itself for an initial patient proof-of-concept study in
IPF prior to commercial out-licensing. Additional development
opportunities and further partnerships are being explored in
parallel.
Commenting on Outlook, Dr Dan Gooding said: "The Company is
currently in commercial discussions with a number of companies in
relation out-licensing and the formation of collaborative
development partnerships where Nuformix will share future
development risk with partner companies in supporting their
development of proprietary assets using Nuformix technology.
Collaborations allow rapid growth in the number and value of
Nuformix assets and, in addition, generate upfront and near-term
revenue.
"With licensing income of GBP2.5m due in 2019 and the formation
of strategic collaborations, the foundations are in place for the
next stage in our development and I believe that our strategy and
business model will deliver significant growth in shareholder
value."
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
Enquiries:
Nuformix plc
Dr Dan Gooding, Chief Executive
Officer +44 (0)1223 423667
Gable Communications Ltd
John Bick / Justine James +44 (0)20 7193 7463
About Nuformix plc: www.nuformix.com
Nuformix is a pharmaceutical development company using cocrystal
technology to unlock the therapeutic potential of approved small
molecule drugs. Nuformix's risk-mitigated development strategy has
resulted in a pipeline of discoveries through which it has
developed and patented novel cocrystal forms of approved small
molecules.
Nuformix has created an IP portfolio containing a range of
granted patents covering cocrystal forms of five small molecule
drugs. Nuformix is targeting high-value unmet needs with its lead
programmes in oncology supportive care: NXP001 and fibrosis:
NXP002.
Nuformix was established in Cambridge in 2009 and has invested
into pharmaceutical cocrystal R&D, establishing world-class
capability and know-how in cocrystal discovery and development,
yielding multiple product opportunities. Nuformix plc shares are
traded on the London Stock Exchange's Official List under the
ticker: NFX.L.
Chairman's Statement
Overview
2017/18 was a year of both transition and breakthrough for
Nuformix plc (the Company).
On 13 October 2017 the Company successfully completed both a
reverse takeover of Nuformix Limited, now renamed Nuformix
Technologies Limited (Nuformix), and a parallel placing of new
shares, raising GBP2.3m to predominantly fund entry to clinical
development for Nuformix's technology and associated lead
programmes for the first time. The resulting enlarged group (the
'Group') conducts pharmaceutical development activities, minimising
risk in clinical development by creating innovative new therapies
based on known drugs.
The Group's innovative therapies are made possible via cocrystal
technology, which provides new intellectual property plus
performance and commercial advantages to enable the development of
new products. The Group now seeks to maximise the value of its
existing intellectual property portfolio by ultimately conducting
patient proof-of-concept studies for a small number of compelling
assets prior to out-licensing, leveraging its capital markets
facing position to further develop and broaden its portfolio to
maximise mid to long-term shareholder value.
Following completion of the transaction, the Board has been
strengthened and a new early revenue generating licensing agreement
was put in place and as such, the Group is now positioned for
considerable future growth. The positive pilot results for NXP002
announced in January 2018 for liver and lung fibrosis provide
further evidence of the exciting opportunities within the Group's
product pipeline as it continues to execute its strategy of better
harnessing the therapeutic potential of known drugs for the
treatment of unmet patient needs.
Prior to the acquisition, the Company, previously called Levrett
plc, was an investment company formed with the intention of
acquiring a target company with realisable or developed commercial
technologies in the pharmaceutical and biotechnology sector. The
acquisition of Nuformix by the Company has been accounted for as a
reverse acquisition. As part of the completion of this reverse
merger, the name of the Company was changed from Levrett plc to
Nuformix plc on 13th October 2017.
The total loss for the year amounted to GBP1,838,263 (2017:
GBP286,913). The results for 2017/18 year-end are highly impacted
by the expenses relating to the reverse acquisition and related due
diligence. The operating loss (which includes the costs of the
reverse merger completed in October 2017) for the year ended 31
March 2018 amounted to GBP1,961,506 (2017: GBP333,990). Assuming
the costs relating to the acquisition were excluded, the operating
loss would be GBP899,364 (2017: a loss of GBP333,990).
Board changes
During the year, the Company has made some changes in order to
strengthen the Board of Directors:
On 13 October 2017 the Group completed the reverse takeover
process and at that time appointed me as Chairman, Kirk
Siderman-Wolter as non-executive director and CFO and Francis John
Lidgey as non-executive director. Furthermore, Dan Gooding (CEO)
and Joanne Holland (CSO) were appointed executive directors for the
Company.
Subsequent to year-end, the Company announced that Chris
Blackwell was appointed non-executive director on 10 May 2018.
Current trading and outlook
This year saw the Group achieve transformational change, putting
it on a new path towards significant growth and is testament to the
skills and experience of our people. With licensing income of
GBP2.5m due in 2019 and the formation of strategic collaborations,
the foundations are in place for the next stage of the journey and
I believe that our strategy and business model will deliver
significant growth in shareholder value.
David Tapolczay
Chairman
26 July 2018
Strategic Report
Nuformix plc, (the 'Company') a pharmaceutical development
company, with shares are traded on the Main Market of the London
Stock Exchange.
Objective and strategy
The Company is focussed on building value for shareholders
through its activities in drug development and by out-licensing.
Nuformix uses cocrystal technology to re-engineer the crystalline
form of known small molecule drugs. The resulting novel drug
cocrystals have new and improved physical properties that can
enable advantageous new products, in addition to strategic
benefits. Furthermore, the resulting drug cocrystals are protected
with new 'substance of matter' intellectual property protection.
Nuformix's cocrystal technology expertise generates value and
revenue by developing new cocrystal-based therapies using known
drugs and licensing them to pharmaceutical and biotechnology
companies. The initial product development focus is in the fields
of oncology supportive care and fibrosis. However, the Company is
building a pipeline of additional products behind its lead
programmes, which it will continue to develop both in-house and in
collaboration with external partners.
Operational Highlights
2018 was a transformational year for the Company. Since
completing its successful reverse takeover of Levrett plc and a
placing of new ordinary shares raising GBP2.3m, the Company and its
subsidiary, Nuformix Technologies Limited (the 'Group') immediately
focused all efforts and resources into progressing its lead
programmes and establishing key commercial relationships with both
research partners and licensees.
Strategic Review
The Company has completed a full Strategic, Commercial and
Operational Review in respect of Nuformix's lead programmes, its
wider portfolio and early-stage pipeline. All previously planned
research and development activities are fully supported by the
newly formed Advisory Panel and the Board, as are the associated
commercial objectives.
Team
Nuformix has added world class members to its team to support
the Group's technical and commercial aspirations. Nuformix
announced the creation of its Advisory Panel, with Dr Andy Richards
as Chairman. Within Research and Development, Dr Alex Eberlin has
joined the team as Head of Chemistry. Post year end, key additions
have followed, including Dr Chris Blackwell joining the Nuformix
Board as a Non-Executive Director. These additions bring a wealth
of proven expertise in life sciences value creation and broadens
the Group's network.
Lead Programmes
In respect of NXP001, the Group is currently awaiting
confirmation that its first pre-clinical milestone has been
achieved, which will result in an initial payment of GBP500,000
from Newsummit Biopharma ("NSB"). In addition, the Group is on
track to deliver its first human pharmacokinetic data in early
2019. MHRA clearance is expected in November 2018 with patients
scheduled for dosing in January 2019. All clinical materials have
been generated and are ready for the commencement of a study at
Quotient. Demonstration of bioequivalence to the reference product
will trigger a further GBP2 million payment from NSB, whilst the
marketing of the Rest of World rights will commence in Q3 2018.
In respect of NXP002, our Strategic Review combined with
emerging pre-clinical data strongly supports primary development
towards a treatment for Idiopathic Pulmonary Fibrosis ("IPF"). The
Group expects to announce completion of its pre-clinical IPF
programme shortly, following initial positive pilot study results
as previously announced. Formulation development activities are
on-going as the Group positions itself for an initial patient
proof-of-concept study in IPF prior to commercial out-licensing.
Additional development opportunities and further partnerships are
being explored in parallel.
Pipeline Development
The Group has made additional progress with its product pipeline
to maximise the opportunity to address unmet patient needs using
cocrystal technology and de-risking commercial success. In pipeline
development, we continue to validate a select number of early-stage
cocrystal-based products to support future progression to clinic.
The Group is pleased to announce that it has discovered new
cocrystal drug forms for molecules of therapeutic and commercial
interest.
Details on the Product Development Pipeline will be available in
the full Annual Report for year-end 31 March 2018.
Commercial Highlights
On 15 December 2017, the Group announced its first licensing
agreement with Newsummit Biopharma Group Company Limited, Shanghai
("Newsummit") to license NXP001 exclusively for the Chinese market.
Newsummit has agreed to pay an aggregate fee of GBP2,500,000, upon
attainment of agreement milestones, in addition to double-digit
royalties on all Newsummit revenues derived from NXP001. Nuformix
is currently in commercial discussions with a number of companies
in relation to the out-licensing of its NXP001 and NXP002 assets,
in-line with its stated business strategy.
Furthermore, the Company is also currently in commercial
discussions with a number of companies in relation to the formation
of collaborative development partnerships where Nuformix will share
future development risk with partner companies in supporting their
development of proprietary assets using Nuformix technology.
Collaborations allow rapid growth in the number and value of
Nuformix assets and, in addition, generate upfront and near-term
revenue.
Financial Highlights
-- Net assets at year-end of GBP4,493,142 (2016: GBP221,512),
which include GBP338,167 cash at bank (2016: GBP4,446). The Company
has seen growth in the value of its patents following continued
investment into its intellectual property portfolio.
-- Loss on ordinary activities (after tax credit) of
GBP1,838,263 (2017: loss of GBP286,913). Loss per share of 0.49p
(2017: 0.10p). Loss is driven primarily by transaction costs but
also the acceleration of product development costs post-merger in
preparation for commencement of clinical studies.
-- Successful completion of the acquisition of Nuformix
Technologies Limited in October 2017 for GBP11.25 million in
shares.
-- Successful placing in October 2017 to raise GBP2.3 million before expenses.
-- Transaction expenses of GBP360,000, which are higher than
expected due to the protracted nature of the transaction. A
significant time passed following the initial announcement of the
merger, largely spent satisfying regulatory requirements to allow
completion. An opportunity arose for early settlement of the Corvus
success fee resulting in a 35% discount, which the Directors
accepted. While this has impacted the Company's cash position, the
discount achieved has helped to offset the increase in costs of the
business combination.
-- Share based payment charges, which are not cash reducing, to
incentivise directors and key management of GBP702,142.
-- Licensing agreement signed with Newsummit will generate
GBP2.5 million in income in 2019. The Company is in commercial
discussions with a number of organisations regarding additional
out-licensing and collaborative development opportunities, which
will also be revenue generating in 2019.
Performance
The following are the key performance indicators ("KPIs")
considered by the Board in assessing the Group's performance
against its objectives. These KPIs are:
Progress of Lead Programmes: Lead programmes are progressing at
an acceptable rate. Clinical data from NXP001 will shortly trigger
commercial milestones to support the Company's development and
commercial objectives.
Financial Resources: Company cash position of GBP338,167 allows
lead programmes to maintain progression towards their key
milestones.
Dan Gooding
CEO
26 July 2018
Nuformix plc
Consolidated Income Statement and Statement of Comprehensive
Income for the Year Ended 31 March 2018
2018 2017
Note GBP GBP
Revenue 5 15,000 -
Cost of sales (203,868) (86,187)
----------- ---------
Gross loss (188,868) (86,187)
------------------------------------------- ---- ----------- ---------
Administrative expenses before exceptional
items (729,016) (282,975)
Exceptional items 4 (1,062,142) -
------------------------------------------- ---- ----------- ---------
Total administrative expenses (1,791,158) (282,975)
Other operating income 6 18,520 35,172
----------- ---------
Operating loss 7 (1,961,506) (333,990)
Finance costs 8 (3,547) (21,363)
----------- ---------
Loss before tax (1,965,053) (355,353)
Income tax receipt 12 126,790 68,440
----------- ---------
Loss for the year and total comprehensive
income for the year (1,838,263) (286,913)
=========== =========
Loss per share - basic and diluted 13 (0.49)p (0.10)p
The above results were derived from continuing operations
The accompanying notes to the financial statements form an
integral part of the financial statements.
Nuformix plc
(Registration number: 09632100)
Consolidated Statement of Financial Position as at 31 March
2018
31 March 31 March
2018 2017
Note GBP GBP
Assets
Non-current assets
Property, plant and equipment 14 37,494 1,733
Intangible assets 15 4,275,920 234,334
----------- ---------
4,313,414 236,067
----------- ---------
Current assets
Trade and other receivables 16 180,322 84,175
Income tax asset 195,236 -
Cash and cash equivalents 17 338,167 4,446
----------- ---------
713,725 88,621
----------- ---------
Total assets 5,027,139 324,688
=========== =========
Equity and liabilities
Equity
Share capital 18 460,750 95,750
Share premium 2,932,590 737,440
Merger relief reserve 10,950,000 -
Reverse acquisition reserve (8,005,195) (345,820)
Share option reserve 724,837 22,695
Retained earnings (2,569,840) (731,577)
----------- ---------
Total equity 4,493,142 221,512
----------- ---------
Current liabilities
Trade and other payables 23 511,041 358,289
Loans and borrowings 20 22,956 187,911
----------- ---------
533,997 546,200
----------- ---------
Total equity and liabilities 5,027,139 324,688
=========== =========
These financial statements were approved by the board on 26 July
2018 and were signed on its behalf by:
Dan Gooding
CEO
The accompanying notes to the financial statements form an
integral part of the financial statements.
Nuformix plc
Consolidated Statement of Changes in Equity for the Year Ended
31 March 2018
Merger relief Reverse Share option
reserve acquisition reserve Retained
Share capital Share premium GBP reserve GBP earnings Total
GBP GBP GBP GBP GBP
At 1 April
2017 95,750 737,440 - (345,820) 22,695 (731,577) (221,512)
Loss for the
year and
total
comprehensive
loss - - - - - (1,838,263) (1,838,263)
Issue of
shares as
consideration 300,000 - 10,950,000 - - - 11,250,000
Share issue
costs - (339,850) - - - - (339,850)
Arising on
reverse
acquisition - - - (7,659,375) - - (7,659,975)
Issue of share
capital 57,500 2,242,500 - - - - 2,300,000
Share based
payment 7,500 292,500 - - 702,142 - 1,002,142
------------- ------------- -------------- ------------- ------------- ------------- -----------
At 31 March
2018 460,750 2,932,590 10,950,000 (8,005,195) 724,837 (2,569,840) 4,493,142
============= ============= ============== ============= ============= ============= ===========
Merger relief Reverse Share option
reserve acquisition reserve Retained
Share capital Share premium GBP reserve GBP earnings Total
GBP GBP GBP GBP GBP
At 1 April
2016 100 509,965 - - - (444,664) 65,401
Loss for the
year and
total
comprehensive
loss - - - - - (286,913) (286,913)
------------- ------------- -------------- ------------- ------------- ------------- -----------
At 31 March
2017 100 509,965 - - - (731,577) (212,512)
------------- ------------- -------------- ------------- ------------- ------------- -----------
Arising on
reverse
acquisition 95,650 227,475 - (345,820) 22,695 - -
------------- ------------- -------------- ------------- ------------- ------------- -----------
At 31 March
2017 95,750 737,440 - (345,820) 22,695 (731,577) (221,512)
============= ============= ============== ============= ============= ============= ===========
The accompanying notes to the financial statements form an
integral part of the financial statements.
Nuformix plc
Consolidated Statement of Cash Flows for the Year Ended 31 March
2018
2018 2017
Note GBP GBP
Cash flows from operating activities
Loss for the year (1,838,263) (286,913)
Adjustments to cash flows from non-cash
items
Depreciation and amortisation 7 47,433 35,030
Finance costs 8 3,547 21,363
Income tax expense 12 (126,790) (68,440)
Share based payment 1,002,142 -
----------- ---------
(911,992) (298,960)
Working capital adjustments
Decrease in trade and other receivables 16 80,434 109,943
(Decrease) / increase in trade and
other payables 23 (631,321) 205,819
----------- ---------
Cash generated from operations (1,462,819) 16,802
Income taxes (paid)/received 12 (68,445) 100,693
----------- ---------
Net cash flow from operating activities (1,531,264) 117,495
----------- ---------
Cash flows from investing activities
Cash acquired on reverse acquisition 678 -
Acquisitions of property plant and
equipment (44,094) (751)
Acquisition of intangible assets 15 (57,202) (92,503)
----------- ---------
Net cash flows from investing activities (100,618) (93,254)
----------- ---------
Cash flows from financing activities
Proceeds of share issue 1,960,150 -
Interest paid 8 (2,061) (1,765)
Foreign exchange (gains) / losses 8 7,514 (19,598)
----------- ---------
Net cash flows from financing activities 1,965,603 (21,363)
----------- ---------
Net increase in cash and cash equivalents 333,721 2,878
Cash and cash equivalents at 1 April 4,446 1,568
----------- ---------
Cash and cash equivalents at 31 March 338,167 4,446
=========== =========
The accompanying notes to the financial statements form an
integral part of the financial statements.
Nuformix plc
Notes to the Consolidated Financial Statements for the Year
Ended 31 March 2018
1 General information
Nuformix plc ("the Company") and its subsidiary (together, "the
Group") operate in the field of complex scientific research,
specifically drug development through the use of
cocrystallisation.
The company is a public limited company which is listed on the
London Stock Exchange, domiciled in the United Kingdom ("the UK")
and incorporated in England and Wales.
The address of its registered office is:
6th Floor
60 Gracechurch Street
London
EC3V 0HR
2 Accounting policies
Basis of preparation
The financial statements have been prepared in accordance with
adopted IFRSs and under historical cost accounting rules. The
financial statements are presented in Pounds Sterling which is the
Group's functional and presentational currency.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Group's accounting policies.
Statement of compliance
The Group financial statements have been prepared in accordance
with International Financial Reporting Standards and its
interpretations adopted by the European Union ("adopted IFRS's").
At the date of the authorisation of these financial statements the
following Standards and Interpretations affecting the Group, which
have not been applied in these financial statements, were in issue,
but not yet effective. The Group does not plan to adopt these
standards early.
-- Amendments to IFRS 2 Share based payments (effective for
accounting period beginning on or after 1 January 2018)
-- IFRS 9 Financial Instruments (effective for accounting period
beginning on or after 1 January 2018)
-- IFRS 15 Clarification of Revenue from Contracts with
Customers (effective for accounting period beginning on or after 1
January 2018)
-- IFRS 16 Leases (effective for accounting period beginning on or after 1 January 2019)
Critical Accounting Estimates and Judgements
The preparation of financial statement in conformity with IFRS
requires the use of estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. These estimates and
assumptions are based upon management's knowledge and experience of
the amounts, events or actions. Actual results may differ from such
estimates.
The critical accounting estimates are considered to relate to
the following:
Intangible assets
The Group recognises intangible assets in respect of goodwill
arising on consolidation. This recognition requires the use of
estimates, judgements and assumptions in determining whether the
goodwill is impaired at each year end.
Share options
The Group fair values equity settled share based payments
transactions using the Black Scholes model. The use of the model
involves judgements and estimates including an assessment of
whether the shares will vest. Should actual future outcomes differ
from these assessments the amounts recognised on a straight line
basis would vary from those currently recognised.
Basis of consolidation
On 16 October 2017 the Company acquired the entire issued
ordinary share capital of Nuformix Technologies Limited and became
the legal parent of Nuformix Technologies Limited. The accounting
policy adopted by the Directors applies the principles of IFRS 3
(Revised) "Business Combinations" in identifying the accounting
parent as Nuformix Technologies Limited and the presentation of the
Group consolidated statements of the Company (the legal parent) as
a continuation of financial statements of the accounting parent or
legal subsidiary (Nuformix Technologies Limited).
This policy reflects the commercial substance of this
transaction as follows:
-- The original shareholders of the legal subsidiary undertaking
were the most significant shareholders following admission to the
London Stock Exchange, owning 65.1% of the issued share
capital;
-- The assets and liabilities of the legal subsidiary Nuformix
Technologies Limited are recognised and measured in the Group
financial statements at the pre-combination carrying amounts
without restatement to fair value;
-- The retained earnings and other equity balances recognised in
the Group financial statements reflect the retained earnings and
other equity balances of Nuformix Technologies Limited immediately
before the business combination;
-- The results of the period from 1 April 2017 to the date of
the business combination are those of Nuformix Technologies
Limited;
-- The equity structure appearing in the Group financial
statements reflects the equity structure of the legal parent,
including the equity instruments issued under the share-for-share
exchange to effect the business combination and adjusted in
accordance with IFRS 3. This results in the creation of a "reverse
acquisition reserve" as at 1 April 2017, being the difference
between the Company equity structure and that of Nuformix
Technologies Limited.
The consolidated financial statements cover the year ended 31
March 2018. The financial statements for the comparative year ended
31 March 2017 represent the substance of the reverse acquisition
and are those of Nuformix Technologies Limited.
Going concern
The financial statements have been prepared on the going concern
basis of preparation which, inter alia, is based on the directors'
reasonable expectation that the Group has adequate resources to
continue to operate as a going concern for at least twelve months
from the date of their approval. In forming this assessment, the
directors have prepared cashflow forecasts covering the period
ending 31 July 2019 which take into account the likely run rate on
overheads and research expenditure and the prudent expectations of
income from its lead programmes. Whilst there can be no guarantee
of the successful outcome of future trials, in compiling the
cashflow forecasts the directors have made cautious estimates of
the likely outcome of such trials, when income might be generated
and have considered alternative strategies should projected income
be delayed or fails to materialise. These strategies include
postponing non-committed research expenditure, securing alternative
licensing arrangements from those currently planned and using the
Group's established network of licensed brokers for
fundraising.
After careful consideration, the directors consider that they
have reasonable grounds to believe that the Group can be regarded
as a going concern and, for this reason, they continue to adopt the
going concern basis in preparing the Group's financial
statements.
Exceptional items
Exceptional items are defined as items which are non-recurring
in nature and material.
Changes in accounting policy
None of the standards, interpretations and amendments effective
for the first time from 1 April 2017 have had a material effect on
the financial statements.
Other than the adoption of IFRS 16 Leases, none of the
standards, interpretations and amendments which are effective for
periods beginning after 1 April 2017 and which have not been
adopted early, are expected to have a material effect on the
financial statements. The directors are evaluating the impact of
IFRS 16 and will report on its impact in the results for the year
ending 31 March 2019.
Revenue recognition
Revenue comprises the fair value of the consideration received
or receivable for the sale of goods and provision of services in
the ordinary course of the Group's activities. Revenue is shown net
of sales/value added tax, returns, rebates and discounts and after
eliminating sales within the Group.
The Group recognises revenue when:
-- the amount of revenue can be reliably measured;
-- it is probable that future economic benefits will flow to the entity; and,
-- specific criteria have been met for each of the Group activities.
Segmental information
There is one continuing class of business, being the research
and experimental development on biotechnology.
Given that there is only one continuing class of business,
operating within the UK no further segmental information has been
provided.
Tax
The tax expense represents the sum of tax currently payable and
deferred tax.
Tax currently payable is based on taxable profit for the year.
Taxable profit differs from net profit as reported in the income
statement because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes items
that are never taxable or deductible. The Group's liability for
current tax is calculated using tax rates that have been enacted or
substantively enacted at the balance sheet date.
Deferred income taxes are calculated using the liability method
on temporary differences. Deferred tax is generally provided on the
difference between the carrying amounts of assets and liabilities
and their tax bases. However, deferred tax is not provided on the
initial recognition of an asset or liability unless the related
transaction is a business combination or affects tax or accounting
profit. Temporary differences include those associated with shares
in subsidiaries and joint ventures and are only not recognised if
the Group controls the reversal of the difference and it is not
expected for the foreseeable future. In addition, tax losses
available to be carried forward as well as other income tax credits
to the Group are assessed for recognition as deferred tax
assets.
Deferred tax liabilities are provided in full, with no
discounting. Deferred tax assets are recognised to the extent that
it is probable that the underlying deductible temporary differences
will be able to be offset against future taxable income. Current
and deferred tax assets and liabilities are calculated at tax rates
that are expected to apply to their respective period of
realisation, provided they are enacted or substantively enacted at
the statement of financial position date. Changes in deferred tax
assets or liabilities are recognised as a component of tax expense
in the income statements, except where they relate to items that
are charged or credited to equity in which case the related
deferred tax is also charged or credited directly to equity.
Property, plant and equipment
Property, plant and equipment is stated in the statement of
financial position at cost, less any subsequent accumulated
depreciation and subsequent accumulated impairment losses.
The cost of property, plant and equipment includes directly
attributable incremental costs incurred in their acquisition and
installation.
Depreciation
Depreciation is charged so as to write off the cost of assets,
other than land and properties under construction over their
estimated useful lives, as follows:
Depreciation method and
Asset class rate
Lab equipment 25% straight line
Computer and office equipment 33.33% straight line
Leasehold improvements 20% straight line
Intangible assets
Goodwill arising on the acquisition of an entity represents the
excess of the cost of acquisition over the Group's interest in the
net fair value of the identifiable assets, liabilities and
contingent liabilities of the entity recognised at the date of
acquisition. Goodwill is initially recognised as an asset at cost
and is subsequently measured at cost less any accumulated
impairment losses. Goodwill is held in the currency of the acquired
entity and revalued to the closing rate at each reporting period
date.
Goodwill is not amortised but it is tested for impairment
annually, or more frequently if events or changes in circumstances
indicate that it might be impaired, and is carried at cost less
accumulated impairment losses. Gains and losses on the disposal of
an entity include the carrying amount of goodwill relating to the
entity sold.
Goodwill is allocated to cash-generating units ('CGUs') for the
purpose of impairment testing. The allocation is made to those cash
generating units or groups of cash-generating units that are
expected to benefit from the business combination in which the
goodwill arose. The Group currently only has one CGU.
Separately acquired trademarks and licences are shown at
historical cost. Trademarks, licences (including software) and
customer-related intangible assets acquired in a business
combination are recognised at fair value at the acquisition
date.
Trademarks, licences and customer-related intangible assets have
a finite useful life and are carried at cost less accumulated
amortisation and any accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off
the cost, less any estimated residual value, over their expected
useful economic life as follows:
Amortisation method and
Asset class rate
Patents 10% straight line
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call
deposits, and other short-term highly liquid investments that are
readily convertible to a known amount of cash and are subject to an
insignificant risk of changes in value.
Trade receivables
Trade receivables are amounts due from customers for services
performed in the ordinary course of business. If collection is
expected in one year or less (or in the normal operating cycle of
the business if longer), they are classified as current assets. If
not, they are presented as non-current assets.
Trade receivables are recognised initially at the transaction
price. They are subsequently measured at amortised cost using the
effective interest method, less provision for impairment. A
provision for the impairment of trade receivables is established
when there is objective evidence that the Group will not be able to
collect all amounts due according to the original terms of the
receivables.
Trade payables
Trade payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities
if payment is due within one year or less (or in the normal
operating cycle of the business if longer). If not, they are
presented as non-current liabilities.
Trade payables are recognised initially at the transaction price
and subsequently measured at amortised cost using the effective
interest method.
Borrowings
All borrowings are initially recorded at the amount of proceeds
received, net of transaction costs. Borrowings are subsequently
carried at amortised cost, with the difference between the
proceeds, net of transaction costs, and the amount due on
redemption being recognised as a charge to the income statement
over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective
interest method and is included in finance costs.
Borrowings are classified as current liabilities unless the
Group has an unconditional right to defer settlement of the
liability for at least 12 months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of
ownership are retained by the lessor are classified as operating
leases. Payments made under operating leases are charged to profit
or loss on a straight-line basis over the period of the lease.
Equity
Equity comprises the following:
-- "Share capital" represents the nominal value of equity shares.
-- "Share Premium" represents the amount paid for equity shares over the nominal value.
-- "Reverse acquisition reserve" arises due to the elimination
of the Company's investment in Nuformix Technologies Limited.
-- "Merger relief reserve" represents the share premium arising
on issue of shares in respect of the reverse acquisition
takeover
-- "Share option reserve" represents the fair value of options issued.
-- "Retained losses" represents retained losses.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed
contributions are paid into a separate entity and has no legal or
constructive obligations to pay further contributions if the fund
does not hold sufficient assets to pay all employees the benefits
relating to employee service in the current and prior periods.
For defined contribution plans contributions are paid into
publicly or privately administered pension insurance plans on a
mandatory or contractual basis. The contributions are recognised as
employee benefit expense when they are due. If contribution
payments exceed the contribution due for service, the excess is
recognised as an asset.
Financial assets and liabilities
The Group's financial assets comprise intangible and tangible
fixed assets, trade and other receivables and cash and cash
equivalents.
The Group's financial liabilities comprise trade payables.
Financial liabilities are obligations to pay cash or other
financial assets and are recognised when the Group becomes a party
to the contractual provisions of the instruments.
3 Business combinations
On 16 October 2017 Nuformix plc acquired 100% of the share
capital of Nuformix Technologies Limited for a total consideration
of GBP11,250,000, satisfied through a share-for-share exchange. The
acquisition of Nuformix Technologies Limited by Nuformix plc is
deemed to be a reverse acquisition under the provisions of IFRS 3
"Business Combinations".
In accounting for a reverse acquisition (rather than an
acquisition) the combined financial statements are deemed to be a
continuation of the books of the legal acquiree (Nuformix
Technologies Limited) rather than a continuation of those of the
legal acquirer (Nuformix plc).
The assets and liabilities of Nuformix Technologies Limited are
recognised and measured in the Group financial statements at the
pre-combination carrying amounts, without restatement to fair value
and no goodwill arises in relation to them.
Conversely, the assets of Nuformix plc are consolidated at their
fair values.
The overall effect is that the consolidated financial statements
are prepared from a Nuformix Technologies Limited perspective
rather than Nuformix plc, and in summary this means:
-- the comparative consolidated financial information is that of
Nuformix Technologies Limited rather than that of Nuformix plc;
-- the result for the year and consolidated cumulative profit
and loss reserves are those of the Nuformix Technologies Limited
plus the post-acquisition results of the Nuformix plc;
-- a reverse acquisition reserve of (GBP8,005,195) has been created;
-- the share capital, share premium account and the share option
reserve are that of Nuformix plc; and,
-- the cost of the combination has been determined from the
perspective of Nuformix Technologies Limited.
Goodwill arises on the reverse acquisition when comparing the
consideration of Nuformix plc acquiring the shares of Nuformix
Technologies Limited. The fair value of the consideration is the
market capitalisation of Nuformix plc at the acquisition date based
on the closing share price on 16 October 2017 of 3.75p per
share.
GBP
Consideration effectively paid (95,750,000 at 3.75p
per share) 3,590,625
Add net liabilities acquired (no difference between
book and fair value):
Trade and other receivables 176,582
Cash and cash equivalents 678
Trade and other payables (610,119)
----------
432,859
Goodwill arising on consolidation 4,023,484
----------
The Group incurred share issue costs of GBP339,850 in respect of
the fund raising in relation to the reverse acquisition.
4 Exceptional items
As part of the reverse acquisition the Group issued a number of
options and warrants to existing directors, new directors and for
the provision of professional services in relation to the
successful completion of the transaction and in respect of the new
directors' future service. Details of the share based payments can
be found in note 19. The Group also incurred stamp duty of
GBP60,000 which has been expensed.
2018 2017
GBP GBP
Share option charge 702,142 -
Acquisition costs 360,000 -
--------- ----
1,062,142 -
========= ====
5 Revenue
The analysis of the Group's revenue for the year from continuing
operations is as follows:
2018 2017
GBP GBP
Rendering of services 15,000 -
========== ==========
6 Other operating income
The analysis of the Group's other operating income for the year
is as follows:
2018 2017
GBP GBP
Miscellaneous other operating income 18,520 35,172
========== ==========
7 Operating profit
2018 2017
Arrived at after charging/(crediting) GBP GBP
Depreciation expense 8,333 1,651
Amortisation expense 39,100 33,379
Research and development expenditure 876,580 471,999
Operating lease expense - plant and machinery - 49
Operating lease expense - property 19,784 -
========== ==========
8 Finance income and costs
2018 2017
GBP GBP
Finance costs
Interest expense on other financing liabilities (11,061) (1,765)
Foreign exchange gains/(losses) 7,514 (19,598)
---------- ----------
Total finance costs (3,547) (21,363)
========== ==========
9 Staff costs
The aggregate payroll costs (including directors' remuneration)
were as follows:
2018 2017
GBP GBP
Wages and salaries 244,516 146,143
Social security costs 26,968 13,870
Pension costs, defined contribution scheme 1,318 -
Other employee expense 5,180 4,968
------- -------
277,982 164,981
======= =======
The average number of persons employed by the Group (including
directors) during the year, analysed by category was as
follows:
2018 2017
No. No.
Research and development 3 2
==== ====
The Company has one employee other than the executive directors
who are employed by Nuformix Technologies Limited. The non
executive directors are engaged under service, not employment
contracts.
10 Directors' remuneration
The directors' remuneration for the year was as follows:
2018 2017
GBP GBP
Remuneration 209,705 127,209
======= =======
During the year the number of directors who were receiving
benefits and share incentives was as follows:
2018 2017
No. No.
Accruing benefits under money purchase
pension scheme 2 -
==== ====
In respect of the highest paid director:
2018 2017
GBP GBP
Remuneration 109,519 79,254
11 Auditors' remuneration
2018 2017
GBP GBP
Audit of the financial statements - Group 24,950 6,000
Audit of the financial statement - company 13,500 6,000
In addition to the above, the auditors charged fees of GBP65,750
(2017 - nil) in respect of corporate finance work which is included
in the acquisition costs.
12 Income tax
Tax charged/(credited) in the income statement
2018 2017
GBP GBP
Current taxation
UK corporation tax (126,790) (68,440)
========= ========
The tax on profit before tax for the year is the same as the
standard rate of corporation tax in the UK (2017 - the same as the
standard rate of corporation tax in the UK) of 19% (2017 -
20%).
The differences are reconciled below:
2018 2017
GBP GBP
Loss before tax (1,965,053) (355,353)
=========== =========
Corporation tax at standard rate (373,360) (71,071)
Excess of capital allowances over depreciation (6,428) (85)
Expenses not deductible in determining
taxable profit (tax loss) 147,422 941
Tax losses for which no deferred tax asset
was recognised 161,604 29,172
Adjustment in respect of research development
tax credit (56,027) (27,397)
----------- ---------
Total tax credit (126,790) (68,440)
=========== =========
No deferred tax asset has been recognised as Directors cannot be
certain that future profits will be sufficient for this asset to be
realised. As at 31 March 2018 the Group has tax losses carried
forward of approximately GBP2,430,000 (2017 - GBP610,000).
13 Loss per share
Loss per share is calculated by dividing the loss after tax
attributable to the equity holders of the Group by the weighted
average number of shares in issue during the year. In calculating
the weighted average number of shares during the period in which
the reverse acquisition occurs:
a) The number of shares outstanding from the beginning of the
period to the acquisition date is computed on the basis of the
weighted average number of shares of the legal acquirer (accounting
acquirer) outstanding during the period multiplied by the exchange
ratio established in the merger agreement; and,
b) The number of shares outstanding from the acquisition date to
the end of that period is the actual number of shares of the legal
acquirer (accounting acquiree) outstanding during the period.
The basic earnings per share for each comparative period before
the acquisition date shall be calculated by dividing the profit of
the legal acquiree in each of those period by the legal acquiree's
historical weighted average number of shares outstanding multiplied
by the exchange ratio.
2018 2017
GBP GBP
Loss before tax (1,838,263) (286,913)
Weighted average number of shares - basic
and diluted 373,548,630 300,000,000
Basic and diluted loss per share (0.49)p (0.10)p
On 18 April 2017, the company announced that it entered into a
convertible loan note agreement for GBP200,000 with a private
investor. The loan can be converted into new ordinary shares at 4p
per share. If conversion into ordinary shares of the company
occurs, the lender will be granted a one for one warrant to
subscribe for new ordinary shares at 4p per share, exercisable for
a three-year period from conversion. These warrants are currently
anti-dilutive.
14 Property, plant and equipment
Leasehold
improvements Computer equipment Lab equipment Total
GBP GBP GBP GBP
Cost or valuation
At 1 April 2016 - 12,358 9,923 22,281
Additions - 750 - 750
Disposals - (250) (2,355) (2,605)
------------- ------------------ ------------- ---------
At 31 March 2017 - 12,858 7,568 20,426
------------- ------------------ ------------- ---------
At 1 April 2017 - 12,858 7,568 20,426
Additions 32,204 10,696 1,194 44,094
Disposals - (6,209) - (6,209)
------------- ------------------ ------------- ---------
At 31 March 2018 32,204 17,345 8,762 58,311
------------- ------------------ ------------- ---------
Depreciation
At 1 April 2016 - 11,314 8,333 19,647
Charge for year - 907 744 1,651
Eliminated on disposal - (250) (2,355) (2,605)
------------- ------------------ ------------- ---------
At 31 March 2017 - 11,971 6,722 18,693
------------- ------------------ ------------- ---------
At 1 April 2017 - 11,971 6,722 18,693
Charge for the year 5,367 2,427 539 8,333
Eliminated on disposal - (6,209) - (6,209)
------------- ------------------ ------------- ---------
At 31 March 2018 5,367 8,189 7,261 20,817
------------- ------------------ ------------- ---------
Carrying amount
At 31 March 2018 26,837 9,156 1,501 37,494
============= ================== ============= =========
At 31 March 2017 - 887 846 1,733
============= ================== ============= =========
15 Intangible assets
Goodwill Patents Total
GBP GBP GBP
Cost
At 1 April 2016 - 241,287 241,287
Additions - 92,504 92,504
--------- -------- ---------
At 31 March 2017 - 333,791 333,791
--------- -------- ---------
At 1 April 2017 - 333,791 333,791
Additions 4,023,484 57,202 4,080,686
--------- -------- ---------
At 31 March 2018 4,023,484 390,993 4,414,477
--------- -------- ---------
Amortisation
At 1 April 2016 - 66,078 66,078
Amortisation charge - 33,379 33,379
--------- -------- ---------
At 31 March 2017 - 99,457 99,457
--------- -------- ---------
At 1 April 2017 - 99,457 99,457
Amortisation charge - 39,100 39,100
--------- -------- ---------
At 31 March 2018 - 138,557 138,557
--------- -------- ---------
Net book value
At 31 March 2018 4,023,484 252,436 4,275,920
========= ======== =========
At 31 March 2017 - 234,334 234,334
========= ======== =========
For impairment testing purposes, management consider the
operations of the Group to represent a single CGU focused on the
research and development. Consequently, the goodwill is effectively
allocated and considered for impairment against the business as a
whole being the single CGU.
The fair value of the CGU as at 31 March 2018 is considered to
be the market value of Nuformix plc. The shares price of Nuformix
plc as at 31 March 2018 was 2.00 p per share and there were
460,750,000 shares giving a fair value of GBP9,215,000
substantially in excess of the Group's net assets, including
goodwill, of GBP4,493,142.
As such, the directors do not consider there to be any
indication that the Goodwill is impaired.
16 Trade and other receivables
31 March 31 March
2018 2017
GBP GBP
Trade receivables 9,233 -
Accrued income 3,449 -
Prepayments 25,522 1,002
Other receivables 142,118 83,173
--------- ---------
180,322 84,175
========= =========
The fair value of trade and other receivables is considered by
the Directors not to be materially different to the carrying
amounts. No trade receivables are overdue and not impaired.
17 Cash and cash equivalents
31 March 31 March
2018 2017
GBP GBP
Cash at bank 338,167 4,446
========== ==========
The Directors consider that the carrying value of cash and cash
equivalents represents their fair value.
18 Share capital
Allotted, called up and fully paid shares
31 March 31 March
2018 2017
No. GBP No. GBP
Ordinary shares of GBP0.001
each 460,750,000 460,750 95,750,000 95,750
The following share transactions have taken place during the
period ended 31 March 2018:
No.
As at 1 April 2016 and 1 April 2017 95,750,000
Acquisition of Nuformix Technologies
Limited 365,000,000
-----------
At 31 March 2018 460,750,000
===========
On 16 October 2017 the Company announced that it completed the
reverse acquisition of Nuformix Technologies Limited. In aggregate,
365,000,000 new Ordinary Shares were allotted and issued comprising
57,500,000 new placing shares, 5,250,000 Success fee shares,
2,250,000 Whitman Howard shares and 300,000,000 consideration
shares. The Success fee shares were issued to Messrs P Hughes and A
H Reeves in connection with services rendered for the acquisition
of Nuformix Technologies Limited. The Whitman Howard shares were
issued to Whitman Howard in connection with services rendered for
the acquisition of Nuformix Technologies Limited
19 Share options and warrants
The Group operates share-based payments arrangements to
remunerate directors and key employees in the form of a share
option scheme. Equity-based share-based payments are measured at
fair value (excluding the effect of non-market based vesting
conditions) at the date of grant. The fair value is determined at
the grant date of the equity-settled share-based payments is
expensed on a straight line basis over the vesting period, based on
the Group's estimate of shares that will eventually vest and
adjusted for the effect of non-market based vesting conditions.
As part of the reverse acquisition of Nuformix Technologies
Limited the following share-based payments were made in the
year:
-- 5,250,000 Success Fee shares were issued on 16 October 2017.
The fair value of the shares awarded was GBP210,000 based on the
placement price of 4 p per share and was recognised in the
year.
-- 2,250,000 Whitman Howard fee shares were issued in connection
with the placing on 16 October 2017. The fair value of the shares
awarded was GBP90,000 based on the placement price of 4 p per share
and was recognised in the year.
-- 79,650,050 unapproved share options were issued on 16 October
2017. The options have a 1 year vesting period, an exercise price
of 4 p per share and a 4 year exercise period from vesting. The
fair value of the options was determined as 1.7p per share and a
charge of GBP583,082 has been recognised in the current year.
-- 12,499,950 options under an EMI share options scheme were
issued on 16 October 2017. The options have a 1 year vesting
period, an exercise price of 4 p per share and a 4 year exercise
period from vesting. The fair value of the options was determined
as 1.6 p per share and a charge of GBP97,726 has been recognised in
the current year.
-- 1,625,000 Existing director warrants were issued on 15
September 2017. The warrants have a 1 year vesting period, an
exercise price of 4 p per share and a 2 year exercise period from
vesting. The fair value of the warrants was determined as 1.4 p per
share and a charge of GBP12,341 has been recognised in the current
year.
-- 1,250,000 Shakespeare Martineau warrants were issued on 15
September 2017. The warrants have a 1 year vesting period, an
exercise price of 4 p per share and a 2 year exercise period from
vesting. The fair value of the options was determined as 1.4 p per
share and a charge of GBP9,493 has been recognised in the current
year.
The fair value of the options and warrants was determined using
the Black-Scholes option pricing model and was an average of 1.61 p
per option (2017: 1.25p per option). The significant inputs into
the model in respect of the options and warrants granted in the
year ended 31 March 2018 and the year ended 31 March 2017 were as
follows:
2018 2018 2018 2018 2017
Unapproved EMI options Existing Shakespeare Howard Whitman
options director Martineau warrants
warrants warrants
Grant date share
price 4p 4p 4p 4p 4p
Exercise price 4p 4p 4p 4p 4p
No. of share options 79,650,050 12,499,950 1,625,000 1,250,000 250,000
Risk free rate 0.5% 0.5% 0.5% 0.5% 0.5%
Expected volatility 50% 50% 50% 50% 50%
Expected option 5 years 5 years 3 years 3 years 2 years
life
The following table sets out details of the warrants and options
granted:
Number of Issued in Number of Exercise Expiry date
warrants the year warrants price
/ options / options
at 1 April at 31 March
Warrant holder 2017 2018
Directors during
the year
David Tapolczay - 18,430,000 45,000,000 4p 16/10/22
Joanne Holland - 36,860,000 36,830,000 4p 16/10/22
Daniel Gooding 36,860,000 36,830,000 4p 16/10/22
Pascal Hughes 5,000,000 1,625,000 6,625,000 4p 17/12/18
Anthony Reeves 1,000,000 - 1,000,000 4p 17/12/18
Success warrants
Whitman Howard 250,000 - 250,000 4p 16/10/19
Shakespeare Martineau - 1,250,000 1,250,000 4p 16/10/20
Other warrants 44,000,000 - 44,000,000 4p 17/12/18
51,207,500 95,025,000 146,232,500
=========== ============ ==============
20 Loans and borrowings
31 March 31 March
2018 2017
GBP GBP
Current loans and borrowings
Other borrowings 22,956 187,911
============== ===============
The fair value of other borrowings is considered by the
Directors not to be materially different to the carrying
amounts.
21 Obligations under leases and hire purchase contracts
Operating leases
The Group signed a lease for rental of business premises for 5
years from 17 July 2017. There is a break clause in the lease
allowing notice to be given at the 3 year mark. The total future
value of minimum lease payments is as follows:
31 March 31 March
2018 2017
GBP GBP
Within 1 year 29,400 -
In two to five years 38,542 -
The amount of non-cancellable operating lease payments
recognised as an expense during the year was GBP19,784 (2017 -
GBPNil).
22 Pension and other schemes
Defined contribution pension scheme
The Group operates a defined contribution pension scheme. The
pension cost charge for the year represents contributions payable
by the Group to the scheme and amounted to GBP1,318 (2017 -
GBP880).
Contributions totalling GBP853 (2017 - GBPNil) were payable to
the scheme at the end of the year and are included in
creditors.
23 Trade and other payables
31 March 31 March
2018 2017
GBP GBP
Trade payables 89,613 270,002
Accrued expenses 87,697 35,684
Social security and other taxes 109,398 39,428
Outstanding defined contribution pension
costs 853 -
Other payables 223,480 13,175
---------- ----------
511,041 358,289
========== ==========
The fair value of trade and other payables is considered by the
Directors not to be materially different to the carrying amounts.
All payables are due within 3 months.
24 Financial instruments Financial risk management and impairment of financial assets
Credit risk Credit risk and impairment
The main credit risk relates to liquid funds held at banks. The
credit risk in respect of these bank balances is limited because
the counterparties are banks with high credit ratings assigned by
international credit rating agencies.
Liquidity risk Liquidity risk
The Group seeks to manage financial risk, to ensure sufficient
liquidity is available to meet foreseeable needs.
An analysis of trade and other payables is given in note 23.
Capital risk management
The Group's objectives when managing capital are:
-- to safeguard the Group's ability to continue as a going
concern, so that it continues to provide returns and benefits for
shareholders;
-- to support the Group's growth; and
-- to provide capital for the purpose of strengthening the Group's risk management capability.
The Group actively and regularly reviews and manages its capital
structure to ensure an optimal capital structure and equity holder
returns, taking into consideration the future capital requirements
of the Group and capital efficiency, prevailing and projected
profitability, projected operating cash flows, projected capital
expenditures and projected strategic investment opportunities.
Management regards total equity as capital and reserves, for
capital management purposes.
25 Related party transactions
All transactions with related parties are conducted on an arms
length basis.
The remuneration of the key management personnel of the Group,
who are defined as the directors, is set out in the directors'
remuneration report.
Transactions with directors
During the year the Group was invoiced GBP14,000 for management
services by John Lidgey, a director, GBP24,000 for management
services by Pascal Hughes, a director and GBP2,000 by Anthony
Reeves, a director.
Other transactions with directors
During the period the Group made the following related party
transactions:
Dr D Gooding (Director)
Included in creditors due in less than one year is an interest
free loan from Dr D Gooding. At the balance sheet date the amount
owed to Dr D Gooding was GBP5,520 (2017 - GBP43,734).
Dr J Holland (Director)
Included in creditors due in less than one year is an interest
free loan from Dr J Holland. At the balance sheet date the amount
owed to Dr J Holland was GBP1,836 (2017 - GBP24,979).
Dr D Tapolczay (Director)
Included in creditors last year was an interest free loan of
GBP93,700 which was repaid in the year. At the balance sheet date
the amount owed to Dr D Tapolczay was GBPnil (2017 -
GBP93,700).
26 Ultimate controlling party
The Directors do not consider there to be a single ultimate
controlling party.
Nuformix plc
(Registration number: 09632100)
Company Statement of Financial Position as at 31 March 2018
31 March 31 March
2018 2017
Note GBP GBP
Assets
Non-current assets
Investment in subsidiary 30 11,250,000 -
----------- -----------
11,250,000 -
----------- -----------
Current assets
Trade and other receivables 31 1,476,945 13,727
Cash and cash equivalents 32 567 5,895
----------- -----------
1,477,512 19,622
----------- -----------
Total assets 12,727,512 19,622
=========== ===========
Equity and liabilities
Equity
Share capital 18 460,750 95,750
Share premium 2,932,590 37,440
Merger relief reserve 10,950,000 -
Share option reserve 724,837 22,695
Retained earnings (2,623,105) (1,035,477)
----------- -----------
Total equity 12,445,072 (179,592)
----------- -----------
Current liabilities
Trade and other payables 33 282,440 199,214
----------- -----------
282,440 199,214
----------- -----------
Total equity and liabilities 12,727,512 19,622
=========== ===========
The loss attributable to the company in the year was
GBP1,587,628 (2017: loss GBP685,057)
These financial statements were approved by the board on 26 July
2018 and were signed on its behalf by:
Dan Gooding
CEO
26 July 2018
The accompanying notes to the financial statements form an
integral part of the financial statements.
Nuformix plc
Company Statement of Changes in Equity for the Year Ended 31
March 2018
Merger relief Share option
Share capital Share premium reserve reserve Retained earnings Total
GBP GBP GBP GBP GBP GBP
At 1 April 2017 95,750 737,440 - 22,695 (1,035,477) (179,592)
Loss for the year and
total comprehensive
income - - - - (1,587,628) (1,587,627)
Share issues 357,500 2,242,500 10,950,000 - - 13,550,000
Share issue costs - (339,850) - - - (339,850)
Share based payment 7,500 292,500 - 701,542 - 1,002,142
-------------- ------------- -------------- ------------- ----------------- -----------
At 31 March 2018 460,750 2,932,590 10,950,000 724,837 (2,623,105) 12,445,072
============== ============= ============== ============= ================= ===========
Merger relief Share option
Share capital Share premium reserve reserve Retained earnings Total
GBP GBP GBP GBP GBP GBP
At 1 April 2016 95,750 737,440 - 19,570 (350,420) 502,340
Loss for the year and
total comprehensive
income - - - - (685,057) (685,057)
Share based payment - - - 3,125 - 3,125
-------------- ------------- -------------- ------------- ----------------- -----------
At 31 March 2017 95,750 737,440 - 22,695 (1,035,477) (179,592)
============== ============= ============== ============= ================= ===========
The accompanying notes to the financial statements form an
integral part of the financial statements.
Nuformix plc
Company Statement of Cash Flows for the Year Ended 31 March
2018
2018 2017
Note GBP GBP
Cash flows from operating activities
Loss for the year (1,587,628) (685,057)
Adjustments to cash flows from non-cash
items
Share based payments 1,002,142 3,125
Finance costs 18,000 -
=========== =========
(567,486) (681,932)
Working capital adjustments
(Increase) / decrease in trade and
other receivables 31 (73,850) 28,851
(Decrease) / increase in trade and
other payables 32 (134,775) 156,763
----------- ---------
Net cash flow from operating activities (776,111) (496,318)
----------- ---------
Cash flows from investing activities
Loan to subsidiary (2,338,750) -
Loan repayments from subsidiary 949,382 -
----------- ---------
Net cash used in investing activities (1,389,368) -
----------- ---------
Cash flows from financing activities
Issue of shares (net of costs) 1,960,150 -
Issue of convertible debt 200,000 -
----------- ---------
Net cash flows from financing activities 2,160,150 -
----------- ---------
Net increase in cash and cash equivalents (5,328) (496,318)
Cash and cash equivalents at 1 April 5,895 502,213
----------- ---------
Cash and cash equivalents at 31 March 567 5,895
=========== =========
The accompanying notes to the financial statements form an
integral part of the financial statements.
Nuformix plc
Notes to the Company Financial Statements for the Year Ended 31
March 2018
27 Significant accounting policies
Basis of preparation
The separate financial statements of the company are presented
as required by the Companies Act 2006. As permitted by that Act,
the separate financial statements have been prepared in accordance
with IFRSs as adopted by the EU.
The financial statements have been prepared on the historical
cost basis. The principal accounting policies adopted are the same
as those set out in note 2 to the consolidated financial
statements. In addition, Investments in subsidiaries are stated at
cost less, where appropriate, provision for impairment.
28 Loss attributable to shareholders
Under section 408 of the Companies Act 2006 the Company is
exempt from the requirement to present its own income statement.
The loss attributable to the Company in the year was GBP1,587,628
(2017: loss GBP685,057).
29 Staff costs
The aggregate payroll costs (including directors' remuneration)
were as follows:
2018 2017
GBP GBP
Wages and salaries - 24,000
The average number of persons employed by the Group (including
directors) during the year was as follows:
2018 2017
No. No.
0 1
========== ============
30 Investment in Subsidiary
GBP
As at 1 April 2016 and 1 April 2017 -
Acquisition of Nuformix Technologies
Limited 11,250,000
----------
As at 31 March 2018 11,250,000
==========
Details in respect of the reverse acquisition of Nuformix
Technologies Limited, registered offices at Unit 153, Cambridge
Science Park, Milton Road, Cambridge, England, CB4 0GN, which was
completed on 16 October 2017, are shown in note 3 to the
Consolidated Financial Statements.
The Company has the following interests in subsidiaries:
Name Country of Incorporation Equity interest
2018 2017
Nuformix Technologies Limited United Kingdom 100% 0%
31 Trade and other receivables
31 March 31 March
2018 2017
GBP GBP
Amount owed by Group undertakings 1,389,368 -
Prepayments 13,579 -
Other receivables 73,998 13,727
--------- ---------
1,476,945 13,727
========= =========
The fair value of trade and other receivables is considered by
the Directors not to be materially different to the carrying
amounts.
32 Cash and cash equivalents
31 March 31 March
2018 2017
GBP GBP
Cash at bank 567 5,895
========== ==========
The Directors consider that the carrying value of cash and cash
equivalents represents their fair value.
33 Trade and other payables
31 March 31 March
2018 2017
GBP GBP
Trade payables 8,281 163,414
Accrued expenses 56,059 35,800
Other payables 218,100 -
---------- ----------
282,440 199,914
========== ==========
The fair value of trade and other payables is considered by the
Directors not to be materially different to the carrying
amounts.
34 Financial instruments Financial risk management and impairment of financial assets
Credit risk Credit risk and impairment
The main credit risk relates to liquid funds held at banks. The
credit risk in respect of these bank balances is limited because
the counterparties are banks with high credit ratings assigned by
international credit rating agencies.
Liquidity risk Liquidity risk
The Company seeks to manage financial risk, to ensure sufficient
liquidity is available to meet foreseeable needs.
An analysis of trade and other payables is given in note 33.
Capital risk management
The Company's objectives when managing capital are:
-- to safeguard the Company's ability to continue as a going
concern, so that it continues to provide returns and benefits for
shareholders;
-- to support the Company's growth; and
-- to provide capital for the purpose of strengthening the
Company's risk management capability.
The Company actively and regularly reviews and manages its
capital structure to ensure an optimal capital structure and equity
holder returns, taking into consideration the future capital
requirements of the Company and capital efficiency, prevailing and
projected profitability, projected operating cash flows, projected
capital expenditures and projected strategic investment
opportunities. Management regards total equity as capital and
reserves, for capital management purposes.
35 Related parties
The company's related parties are the directors and other Group
companies.
The remuneration of the key management personnel of the group,
who are defined as the directors, is set out in the directors'
remuneration report. Details of the fair value of transaction with
key management and their close family members is included in note
25.
All amounts outstanding with related parties are unsecured and
will be settled in cash. No guarantees have been given or received
in respect of amounts outstanding. No provisions have been made for
doubtful debts in respect of the amounts owed by the related
parties.
At the balance sheet date, the amounts due from other Group
companies were as follows:
31 March 31 March
2018 2017
GBP GBP
Nuformix Technologies Limited 1,389,368 -
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR LQLFLVDFLBBV
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