REG - BSF Enterprise PLC - Interim Results
29/06/2023 07:00
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RNS Number : 3072E BSF Enterprise PLC 29 June 2023
29 June 2023
BSF Enterprise PLC
("BSF" or the "Company")
Interim Results
BSF (LSE: BSFA), (OTCQB: BSFAF), the Main Market listed biotech company and
owner of pioneering UK-based clinical and cellular agriculture company 3D
Bio-Tissues, is pleased to announce its unaudited interim results for the six
months ending 31 March 2023.
Highlights
· Produced three small prototype fillets of meat in November 2022
· Produced the UK's first full-sized fillet of cultivated meat in
February 2023
· Doubled lab space to 2,400 square feet, increasing production
capacity to 2,500 litres of City-Mix per annum, equivalent to 60,000 litres of
end-product
· Engaged with over 70 Cellular Agriculture companies with 26
progressing to business opportunities
· Partnership with QKine, combining technologies to expedite the
creation of affordable cultivated meat
· Partnership with New Harvest to accelerate routes to market
· Signed distribution partners covering Germany, Austria, Switzerland,
Australia, New Zealand and Fiji
Post Period End Highlights
· Produced two full-sized fillets and a strip of pork which were tested
at a technical event
· Produced cultivated skin to the thickness of leather
· Raised £2.9 million in oversubscribed placing
· Signed first PoC contract with company in the leather industry and
have engaged with many more
· Cash balance of £2.7 million as at the date of this announcement
· Produced two full fillets and a strip of pork which were tested at a
technical event
· Admitted to trading on the OTCQB exchange in the US under the symbol
BSFAF
Che Connon, Managing Director of BSF Enterprise and CEO at 3D Bio Tissues,
commented:
"The period under review has been one of significant progress on both
technical and commercial fronts. Technical milestones have included us
producing the UK's first 100% cultivated steak, an enormous step forward for
our industry, as well as skin products thick enough to be used to make leather
goods. Commercial progress has been demonstrated through numerous partnerships
and proof-of-concepts as well as the signing of our first contracts, while
expanding our sales channels both direct and indirect.
"Activity has continued apace since the end of the period and we have no
intention of slowing, given the many opportunities available to us and the
huge global potential for our innovative technology. We have a strong
balance sheet which will support our well-defined growth strategy and we look
forward to updating the market on future successes."
For further enquiries, please visit www.bsfenterprise.com
(http://www.bsfenterprise.com/) or contact:
BSF Enterprise PLC Via SEC Newgate below
Che Connon - CEO & Executive Director
Geoff Baker - Executive Director
Shard Capital (Broker)
Damon Heath 0203 971 7000
Isabella Pierre
SEC Newgate (Financial Communications)
Bob Huxford 020 3757 6882
Elisabeth Cowell BSF@secnewgate.co.uk
George Esmond
ISIN of the Ordinary Shares is GB00BHNBDQ51
SEDOL Code is BHNBDQ5.
Notes to Editors
BSF Enterprise PLC (BSF) is focused on unlocking the next generation of
biotechnological solutions - using cell-based tissue engineering to help
generate cultured meat, lab-grown leather, as well as human corneas, collagen
growth and skin substitutes, as part of a radical transformation to deliver
sustainable solutions across a variety of sectors.
It owns 100% of 3D Bio-Tissues (3DBT), a tissue engineering company with
patent-protected IP that facilitates the manufacture of accurate tissue
replicas. Using this technology 3DBT has successfully demonstrated production
of the UK's first high quality lab-grown meat, with full thickness skin and
corneal tissue from its laboratory in Newcastle.
BSF aims to deliver growth to shareholders through the continued
commercialisation of 3DBT's IP, which has multiple applications, as well as
acquiring complementary businesses. It aims to acquire a suite of technologies
that underpins the development of tissue templating for corneas, meat and
leather, and license out the IP to manufacturers, wholesalers and distributors
to help manufacture the products at scale.
Registered number: 11554014
BSF Enterprise Plc
Unaudited Interim Consolidated Financial Statements
for the period ended 31 March 2023
Chairman's Statement
On behalf of the Board, I am pleased to present the unaudited interim report
and financial statements of BSF Enterprise Plc for the six months ended 31
March 2023.
During the period, the Company successfully started to implement its go-to
market strategy in order to progress a number of commercial opportunities and
help bring its flagship City-Mix™ products to market.
To this end 3DBT has now engaged with over 70 Cellular Agriculture and Biotech
companies, of which 26 have progressed to new business opportunities.
As well as Cellular Agriculture companies, 3DBT has progressed two other key
target markets. These include Biotech Companies, such as those working in gene
therapy, stem cells and regenerative medicine; and Life Sciences companies and
academia, which research the above disciplines. 2 product evaluations are
currently underway with a view to creating efficiencies in serum free media
formulations for stem cell applications.
In order to serve these opportunities, 3DBT more than doubled its lab
production capacity to 2,400 sq ft and this contributed significantly to our
research and development activities during the period. We now have the
capacity to produce 2,500 litres per year of 3DBT's patented serum-free and
animal-free City-mix™, enough to supplement 60,000 litres of media per year.
This unique product enables the reduction of use of expensive growth factors
whist stimulating cells to produce more tissue, thereby increasing yield.
This in turn eliminates the requirement of conventional plant-based scaffolds,
blends or fillers, to ensure structural integrity of cultivated meat and
leather products. 3DBT's products are therefore 100% structured meat, produced
without any animals suffering in the process. The lab facility also enables
3DBT to showcase its offering to potential customers such as manufacturers,
distributors and wholesalers that are looking to commercialise lab-grown meat
and leather for the mass market.
I am pleased to say that we have successfully produced two full-scale fillets
of cultivated pork using our tissue-templating process aided by City-mix™,
as well as a cultivated pork strip, which were presented at a technical event
in May 2023. In addition, we have created animal skin at a thickness
comparable to leather and have signed a first contract to evaluate this for
its potential as a leather substitute.
In March 2023, we raised £2.9 million of new capital by way of a placing and
subscription for new shares. This capital is being used to extend the
development of 3DBT's research and development activities and to support the
Group's strategic objectives.
Our marketing activities continues to expand to support anticipated revenues
from serum-free cell culture media component sales and cosmetics research.
These include commercialisation of City-Mix(TM) (cell culture media
supplement) and peptides in skin cream.
We aim to deliver growth to shareholders through the continued
commercialisation of 3DBT's IP, which has multiple applications, as well as
through planned M&A opportunities. BSF aims to acquire a suite of
technologies that underpins the development of tissue templating for corneas,
meat and leather, and license out the IP to manufacturers, wholesalers and
distributors to help manufacture the products at scale.
I am delighted with the progress we have made in the first half of our
financial year which continues at pace. On behalf of the Board, I would like
to thank all of our staff for their hard work and commitment to the Group and
our shareholders for their continued support during the period.
Min Yang,
Chairman
29 June 2023
Chief Executive's Report
I am pleased to present my report for the Company for the six months ended 31
March 2023.
Financial summary
The net loss for the period ended 31 March 2023 was £656,206 (2022: £291,533
loss). The results for this period include those of 3DBT. Therefore, the
comparative information for the period ended 31 March 2022, which relates to
the Company only, is not directly comparable. The increase in the loss
compared with the corresponding six-month period in 2022 is wholly the result
of including losses from our subsidiary, 3DBT, of £420,719 as it continued
its research and marketing activities.
The loss per share was reduced from 1.43 pence per share to 0.76 pence per
share.
Cash flow
The Group's cash balances as at 31 March 2023 were £343,451 (compared with
£1,061,529 at 30 September 2022) and approximately £2.7 million as of the
date of this report. The reduction in cash balances reflect the losses for the
period. The Company raised £2.9 million by way of an oversubscribed placing
of new ordinary shares and the subscription of new ordinary shares in the
capital of the Company on 29 March 2023. However, £2.8 million of the
proceeds from this capital raising were not received until after the period
end.
Dividends
During the period ended 31 March 2023, there were no dividends paid or
proposed.
Successful Prototypes and UK's First Fillet of Cultivated Meat
In November 2022, 3DBT reached a major industry milestone in successfully
producing three small prototype fillets of cultivated meat, cultured in its
patented, serum-free and animal-free cell booster, City-mix(TM). Although
not eaten, the prototypes were cooked and they surpassed 3DBT's expectations
in all respects regarding their quality and likeness to conventional meat,
both in their raw and cooked forms.
3DBT then reached a further industry milestone in February 2023 by producing
the UK's first full-scale fillet of cultivated meat. The fillet of pork was
produced in 3DBT's laboratory in Newcastle and again cultured in City-mix(TM),
such that there was no need for a plant-based scaffold. This resulted in a
product that was 100% meat and 3DBT's management believed it to be the world's
first 100% cultivated pork steak.
As with the prior prototypes, the cultivated pork fillet was in all respects
very similar to conventional meat, both in its raw form and on cooking, with
aromas similar to those of conventional pork. In addition, those eating the
pork agreed that both the texture and taste in the mouth were
indistinguishable from conventional pork steak.
Technical Event
Post period end, 3DBT made further progress by producing two full fillets and
a strip of cultivate pork which were tested at a technical event on 25 May
2023. Study participants were limited to those persons who had a direct
working relationship or involvement with the Company. The meat was cooked and
presented formally by a trained, independent chef, utilising an array of
cooking methods. The chef's involvement was key to demonstrating that
cultivated meat could be handled and cooked in the same way as traditional
meat. The Study participants that tasted the cultivated meat provided very
positive feedback in terms of its taste and texture.
€100,000 Grant
In October 2022 3DBT was awarded a €100,000 grant to build upon the current
capabilities of its proprietary serum-free media, City-mix™. The grant was
awarded by leading food innovation organisations, EIT Food, co-founded by the
European Union, in partnership with the Good Food Institute. EIT Food's aim is
to drive the production of cultivated meat, reduce the cost of cultivated meat
production, and accelerate its commercialisation. The grant was a strong
endorsement of 3DBT's team and its work from a range of prestigious groups
within its sector.
Partnership with QKine
In November 2022, 3DBT entered into a partnership with growth factor company
Qkine. The collaboration involves 3DBT combining City-mix(TM) with Qkine's
growth enabling protein engineering technology to accelerate the creation of
affordable cultivated meat. Together 3DBT and Qkine are working to optimise
the effectiveness of animal-free cultures to reduce the dependence on other
protein compounds, increase yields, and lower overall costs. This is expected
to pave the way for advances in cellular agriculture in the UK and world-wide.
Partnership with New Harvest
In December 2022 3DBT announced a partnership with New Harvest Netherlands
("New Harvest"), a non-profit organisation dedicated to advancing cellular
agriculture. New Harvest is providing 3DBT with a clear and comprehensive
roadmap of the safety and regulatory requirements of animal-free media, its
ingredients and derivatives in the European Union and the UK, and will include
other jurisdictions as time allows. The 12-month project is focused on
advancing 3DBT's route-to-market strategy and accelerating the
commercialisation of its products worldwide.
City-Mix Commerical Progress
During the period, the Company successfully started to implement its go-to
market strategy in order to progress a number of commercial opportunities and
help bring its flagship City-Mix™ products to market.
To this end 3DBT has now engaged with over 70 Cellular Agriculture and Biotech
companies, of which 26 have progressed to new business opportunities. From
these 26 business opportunities, 18 product evaluations are underway with a
view to incorporating City-Mix ™ into cultured media formulations. A
further three companies have completed successful evaluations and began
purchasing the product in April/May 2023 with an additional Cultured Meat
company including City Mix™ in their production media formulation but yet to
purchase.
As well as Cellular Agriculture companies, 3DBT has progressed two other key
target markets. These include Biotech Companies, such as those working in gene
therapy, stem cells and regenerative medicine; and Life Sciences companies and
academia, which research the above disciplines. 2 product evaluations are
currently underway with a view to creating efficiencies in serum free media
formulations for stem cell applications.
Since the period end 3DBT has also entered into direct sales agreements with
two lab-grown meat companies and one biotech company, acting as importance
references for the Company. These are initial sales and revenues are
relatively small at this early stage but are expected to grow over time.
In order to be ready to serve these opportunities the Company has now more
than doubled its lab production space to 2,400 sq ft and validated its
City-Mix™ production and quality control processes. Current production
capacity is 2,500 litres per year , equivalent to 60,0000 litres of end
product in the diluted form in which it is used, and 3DBT will continue to
scale production appropriately.
Sales Channels
3DBT also plans to roll-out a web-based sales channel for City-Mix™ in the
coming months to facilitate an e-commerce route to market. This is an
additional approach to penetrating both Cultivated Meat and Biopharma markets
and will include links to suppliers, FAQs, companion documentation and
datasheets. BSF also intends to open an office in Hong Kong to service the
huge emerging opportunity in China.
In addition, 3DBT has made positive progress in building its indirect sales
network, which extends the reach for the Biotech and Life Sciences markets,
with the Company securing its first distribution partner, Abacus dx., part of
Diploma PLC, covering Australia, New Zealand and Fiji. 3DBT also has signed
BIOZOL Diagnostica Vertrieb GmbH as a European distribution partner in the
German speaking regions of Europe namely, Germany, Austria and Switzerland,
which will further expand its geographic reach.
Lab-grown Leather Update and Contract Win
Post year 3DBT announced it had bio-engineered samples of animal skin
tissue, measuring up to 10 by 10 cm in size and between 0.5 mm to 1 mm in
thickness. The production of tissues with such thickness represents an
important milestone in the industry. Various properties of the samples will be
analysed to evaluate their potential as a substitute starting material for
traditional leather products. The global leather goods market was valued at
£$253 billion in 2023 and is expected to grow to $405 billion by 2030, a CAGR
of 6.6%.
In order to meet this opportunity BSF has engaged with a number of companies
within the leather industry in the UK and abroad regarding potential Proof of
Concept (PoC) engagements to establish the suitability of the skin product as
a sustainable, ethical alternative to traditional leather goods. This has led
to 3DBT signing its first contract with a leather company for them to test and
develop lab-grown animal skin for leather production. Once suitability is
established, BSF will seek to develop plans to scale-up production of 3DBT
animal skin products.
Innovation Award Win
3DBT was voted 'University Spinout of the Year' at the North East Innovation
Awards ceremony, a competition organised by the Innovation SuperNetwork on 10
May 2023. The award recognises companies spun out of universities that are
making an impact in terms of innovation, ground-breaking research or
furthering a specific sector or technology. 3DBT was recognised for its
lab-grown animal tissue products, which were described as an inspired,
transformative innovation with world-leading levels of functionality.
Admittance to trading on OTCQB
BSF's Ordinary Shares were admitted to trading on the OTCQB Venture Market in
the United States on 24 May 2023 under the symbol BSFAF, providing access to
one of the world's largest investment markets, and thereby creating the
potential for greater liquidity in BSF's shares.
To maximise the benefits the Company is undertaking a US investor roadshow
between June 26-30, 2023 and has appointed a US agency to manage its Investor
Relations in the region. In addition to the roadshow, BSF will attend the
Future Food Tech Summit in New York City on 27 and 28 June as part of its
strategy to raise its profile amongst prospective partners and investors, over
800 of which will be at the event.
Oversubscribed £2.9m fundraise
In order to support 3DBT's rapid growth, BSF raised £2.9m in an
oversubscribed placing at the end of the period under review. The net proceeds
of the Placing are being used to provide working capital to support the
organic growth of the Company.
Specific uses of the funds include: the continued development of cultivated
meat fillets; expansion of 3DBT's City-Mix™ production capacity to support
new business; entry into new global target markets, including, among others,
gene therapy, stem cells and regenerative medicine companies; further
development of 3DBT's lab-grown leather products; and the advancement of
3DBT's cornea proposition, finalising the process for full thickness cornea
production.
Further acquisition opportunities
The Board continues to evaluate potential acquisition opportunities in line
with its strategy to acquire a
suite of technologies that underpins the development of tissue templating for
corneas, meat and leather. To date, several opportunities have been identified
and internal assessment is progressing.
Outlook
The period under review has been one of significant progress on both technical
and commercial fronts. Technical milestones have included us producing the
UK's first 100% cultivated steak, an enormous step forward for our industry,
as well as skin products thick enough to be used to make leather goods.
Commercial progress has been demonstrated through the numerous partnerships
and proof-of-concepts as well as the signing of our first contracts, while
expanding our sales channels both direct and indirect.
Activity has continued apace since the end of the period and we have no
intention of slowing, given the many opportunities available to us and the
huge global potential for our innovative technology. We have a strong
balance sheet which will support our well-defined growth strategy and we look
forward to updating the market on future successes.
Che Connon
Chief Executive Officer
29 June 2023
Statement of directors' responsibilities in respect of the interim results
The Directors; being Min Yang (Non-Executive Chairman), Dr Che Connon
(Managing Director), Geoffrey Baker (Executive Director) and Dennis Ow
(Non-Executive Director) confirm that the set of Interim Financial Statements
has been prepared in accordance with International Accounting Standard 34
"interim financial reporting", as it applies in the European Union and that
interim report includes a fair review of the information required by DTR
4.2.7R and DTR 4.2.8R, namely:
· an indication of important events that have occurred during the first
six months of the financial year;
· and material related party transactions in the first six months and
any material changes in the related party transactions described in the last
annual report.
By order of the Board
Min Yang
Chairman
29 June 2023
Consolidated Statement of Comprehensive Income
for the period ended 31 March 2023
6-month period 6-month period
to 31 March to 31 March
2023 2022
(Unaudited) (Unaudited)
Note £ £
Continuing operations
Grant income 3 84,926 -
Administrative expenses 4 (728,435) (291,533)
(643,509) (291,533)
Operating loss for the period
Finance expense - right-of-use lease liabilities (5,550) -
Loss before taxation (649,059) (291,553)
Taxation 5 (7,147) -
Loss for the period (656,206) (291,553)
(656,206) (291,533)
Loss and total comprehensive loss for the financial period
Earnings per share
Basic and diluted (pence per share) 6 (0.76) (1.43)
There are no items of other comprehensive income.
The notes to the interim financial statements form an integral part of these
interim financial statements.
Consolidated Statement of Financial Position
as at 31 March 2023
As at As at
31 March 30 September 2022
2023 (Audited)
(Unaudited)
Note £ £
Assets
Non-current assets
Property, plant and equipment 7 121,675 73,488
Right-of-use assets 8 185,680 223,560
Intangible assets 2,485,290 2,485,290
Total non-current assets 2,792,645 2,782,338
Current assets
Cash and cash equivalents 9 348,451 1,061,529
Receivables and prepayments 10 3,012,603 132,762
Corporation tax receivable 5 33,950 33,950
Inventory 11 40,299 21,855
Total current assets 3,435,303 1,250,096
Total assets 6,227,948 4,032,434
Equity and liabilities
Capital and reserves
Share capital - issued and fully paid 14 785,326 781,884
Share capital - issued but unpaid 14 244,396 77,985
Share premium - fully paid 14 3,571,946 3,711,576
Share premium - unpaid 14 2,662,583 -
Warrant reserve 14 34,785 12,537
Retained deficit (1,657,226) (1,001,020)
Total equity 5,641,810 3,582,962
Liabilities
Current liabilities
Trade and other payables 12 304,738 142,821
Taxes and social security 65,405 60,809
Lease liabilities 13 76,888 74,946
447,031 278,576
Non-current liabilities
Lease liabilities 13 117,997 156,933
Deferred tax 5 21,110 13,963
139,107 170,896
Total liabilities 586,138 449,472
Total equity and liabilities 6,227,948 4,032,434
The notes to the interim financial statements form an integral part of these
interim financial statements.
Consolidated Statement of Changes in Equity
for the period ended 31 March 2023
Share capital issued and paid up Share capital issued and unpaid Share premium fully paid Share premium unpaid Warrant reserve Retained deficit Total
£ £ £ £ £ £ £
As at 30 September 2021 203,400 407,984 - (246,568) 364,816
- -
Comprehensive income for the period
Loss for the period - - - (291,533) (291,533)
- -
Total comprehensive loss for the period - - - (291,533) (291,533)
- -
As at 31 March 2022 203,400 407,984 - (538,101) 73,283
- -
As at 30 September 2022 781,884 77,985 3,711,576 - 12,537 (1,001,020) 3,582,962
Comprehensive income for the period
Loss for the period - - - (656,206) (656,206)
- -
Total comprehensive loss for the period - - - (656,206) (656,206)
- -
Issue of shares 3,442 166,411 54,058 2,662,583 - - 2,886,494
Issue of warrants - (22,248) - - -
- 22,248
Share issue costs - (171,440) - - (171,440)
- -
Transactions with shareholders 3,442 (139,630) 2,662,583 - 2,715,054
166,411 22,248
As at 31 March 2023 785,326 3,571,946 2,662,583 34,785 (1,657,226) 5,641,810
244,396
Consolidated Statement of Cash Flows
for the period ended 31 March 2023
6-month period 6-month period
to 31 March to 31 March
2023 2022
(Unaudited) (Unaudited)
Note £ £
Cash flow from operating activities
Loss after tax (656,205) (291,533)
Tax expense 7,147 -
Depreciation 52,752 -
Changes in working capital:
Increase in trade and other payables 166,512 131,850
Decrease / (increase) in receivables (50,846) 24,483
Increase in inventory (18,444) -
Net cash used in operating activities (499,084) (135,200)
Cash flow from investing activities
Acquisition of plant and equipment 7 (63,060) -
Net cash from investing activities (63,060) -
Cash flow from financing activities
Issue of shares 14 57,500 -
Costs of share issues 14 (171,440) -
Repayment of lease liabilities 13 (36,994) -
Net cash used in financing activities (150,934) -
Net cash flow for the period (713,078) (135,200)
Cash and cash equivalents at beginning of the period 9 1,061,529 359,868
Cash and cash equivalents at end of the period 9 348,451 224,668
1. Accounting policies
Basis of preparation of Interim Financial Statements
The Interim Consolidated Financial Statements have been prepared in accordance
with IAS 34 "Half Year Financial Reporting" as it applies in the United
Kingdom and the Disclosure and Transparency Rules of the Financial Conduct
Authority. These Interim Financial Statements do not comprise statutory
accounts within the meaning of section 434 of the Companies Act 2006, do not
include all the notes of the type normally included in an annual financial
report and have not been audited or reviewed by the auditors pursuant to the
Financial Reporting Council guidance on Review of Interim Financial
Information. Accordingly, this report should be read in conjunction with the
annual report for the year ended 30 September 2022 (the "Annual Report and
Consolidated Financial Statements"), which has been prepared in accordance
with UK-adopted International Accounting Standards in conformity with the
requirements of the Companies Act 2006. The Annual Consolidated Financial
Statements constitute statutory accounts as defined in section 434 of the
Companies Act 2006 and a copy of these statutory accounts has been delivered
to the Registrar of Companies. The auditor's report on those statutory
accounts was unqualified, drew attention to a material uncertainty in relation
to going concern by way of emphasis, and did not contain a statement under
498(2) or 498(3) of the Companies Act 2006.
The accounting policies adopted in the preparation of the Interim Consolidated
Financial Statements are consistent with those used to prepare the
Consolidated Financial Statements for the year ended 30 September 2022 and
those applicable for the year ended 30 September 2023. The preparation of the
Interim Consolidated Financial Statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities, income
and expense. Actual results may differ from these estimates. In preparing
these Interim Consolidated Financial Statements, the significant judgements
made by management in applying the accounting policies and the key sources of
estimation uncertainty were the same as those that applied to the Annual
Consolidated Financial Statements described above. The Interim Consolidated
Financial Statements have been prepared on a going concern basis, under the
historical cost convention.
2. Going concern
The Group had cash of £348,451 as at 31 March 2023. In addition, the Company
had issued shares immediately prior to 31 March 2023, proceeds from which
totalling £2,828,994 were received subsequent to the period end. At the date
of this report, the Group had approximately £2.7 million of cash. On this
basis, the Board considers the Group to have sufficient resources to remain in
operational existence for the foreseeable future.
3. Grant income
6-month period ended 31 March 2023 (Unaudited) 6-month period ended 31 March 2022 (Unaudited)
£ £
Grant income 84,926 -
84,926 -
4. Administrative expenses
6-month period ended 31 March 2023 (Unaudited) 6-month period ended 31 March 2022 (Unaudited)
£ £
Legal and professional fees 136,676 176,084
Consulting fees 126,150 - -
Accounting and tax fees 7,369 92,150
Directors' remuneration (see below 95,192 15,000
Staff costs 149,381 - -
Service charges - BSF International Limited (Note 15) 30,000 -
Purchase of consumables 35,955 -
Marketing 5,310 - -
Bank charges 448 57
Depreciation 52,752 -
Property costs 20,128
Travel and accommodation 27,911 8,242
Other 41,163 -
728,435 291,533
Directors' remuneration
6-month period ended 31 March 2023 (Unaudited) 6-month period ended 31 March 2022 (Unaudited)
Executive Directors £ £
Dr Che Connon 50,192 -
Non-executive Directors -
Geoff Baker 15,000 15,000
Min Yang 15,000 -
Dennis Ow 15,000 -
95,192 15,000
5. Taxation
The charge for the period is made up as follows:
6-month period ended 31 March 2023 (Unaudited) 6-month period ended 31 March 2022 (Unaudited)
£ £
Current tax
Research and development tax credit - -
Deferred tax
Deferred tax expense 7,147 -
Tax charge for the period 7,147 -
The movements in tax receivable balances are summarised as follows:
6-month period ended 31 March 2023 (Unaudited) Year ended 30 September 2022 Audited
£ £
Balance brought forward 33,950 -
Acquired on acquisition of 3DBT - 33,950
Balance carried forward 33,950 33,950
The balance receivable represents a claim for research and development tax
claims due to 3DBT.
Deferred tax:
The movements in deferred tax liabilities are summarised as follows:
6-month period ended 31 March 2023 (Unaudited) Year ended 30 September 2022 Audited
£ £
Balance brought forward (13,963) -
Acquired on acquisition of 3DBT - (13,356)
Deferred tax expense (7,147) (607)
Balance carried forward (21,110) (13,963)
6. Earnings per share
The calculation of earnings per share is based on the following loss and
number of shares:
6-month period ended 31 March 2023 (Unaudited) 6-month period ended 31 March 2022 (Unaudited)
Loss for the period from continuing operations £(656,206) £(291,533)
Weighted average shares in issue 86,280,375 20,340,002
Earnings per share (in pence) (0.76p) (1.43p)
The Company presents basic and diluted loss per share information for its
ordinary shares. Basic loss per share is calculated by dividing the loss
attributable to ordinary shareholders of the Company by the weighted average
number of ordinary shares in issue during the reporting period. Diluted
earnings per share are determined by adjusting the profit or loss attributable
to ordinary shareholders and the weighted average number of ordinary shares
outstanding for the effects of all dilutive potential ordinary shares.
There is no difference between the basic and diluted earnings per share, as
the Company's outstanding warrants are anti-dilutive.
7. Property, plant and equipment
Plant and equipment 6-month period ended 31 March 2023 (Unaudited) Year ended 30 September 2022 Audited
£ £
Cost:
Balance brought forward 80,914 -
Additions 63,060 10,620
Acquired on acquisition of 3DBT - 70,294
Balance carried forward 143,974 80,914
-
Depreciation:
Balance brought forward 7,426 -
Charge for the period 14,873 7,426
Balance carried forward 22,299 7,426
-
Net book value:
As at period / year end 121,675 73,488
8. Right-of-use assets
Land and buildings 6-month period ended 31 March 2023 (Unaudited) Year ended 30 September 2022 Audited
£ £
Cost:
Balance brought forward 237,656 -
Additions - 133,886
Acquired on acquisition of 3DBT - 103,770
Balance carried forward 237,656 237,656
-
Depreciation:
Balance brought forward 14,096 -
Charge for the period 37,880 14,096
Balance carried forward 51,976 14,096
Net book value:
As at period / year end 185,680 223,560
9. Cash and cash equivalents
As at 31 March As at 30 September 2022 (Audited)
2023 (Unaudited)
£ £
Cash at bank 348,451 1,061,529
All bank balances are denominated in pounds sterling. The Directors consider
that the carrying value of cash and cash equivalents represents their fair
value.
10. Receivables and prepayments
As at 31 March As at 30 September 2022 (Audited)
2023 (Unaudited)
£ £
Prepayments 11,069 11,759
Amounts receivable on issue of restricted shares 77,985 77,985
Amounts receivable on issue of shares (Note 14) 2,828,994 -
Vat recoverable 94,555 43,018
3,012,603 132,762
The amounts receivable on the shares issued during the period have been
received in full subsequent to 31 March 2023.
11. Inventories
As at 31 March As at 30 September 2022 (Audited)
2023 (Unaudited)
£ £
Raw materials and laboratory consumables 40,299 21,855
40,299 21,855
12. Trade and other payables
As at 31 March As at 30 September 2022 (Audited)
2023 (Unaudited)
£ £
Trade payables 46,065 58,498
Accruals 258,673 84,323
304,738 142,821
13. Lease liabilities
Land and buildings 6-month period ended 31 March 2023 (Unaudited) Year ended 30 September 2022 Audited
£ £
Cost:
Balance brought forward 231,879 -
Additions - 133,886
Acquired on acquisition of 3DBT - 112,026
Lease payments (36,994) (14,033)
Balance carried forward 194,885 231,879
The finance expense recognised in respect of these leases amounted to £5,550
in the period ended 31 March 2023 (period ended 31 March 2022: £nil).
The maturity of lease liabilities is as follows:
Land and buildings As at 31 March As at 30 September 2022 (Audited)
2023 (Unaudited)
£ £
Non-current liabilities 117,997 156,933
Current liabilities 76,888 74,946
Right-of-use lease liabilities 194,855 231,879
14. Share capital and share premium
Number of shares Share Share premium
capital
Issued Ordinary shares of £0.01 each £ £
At 30 September 2022 85,986,937 859,869 3,711,576
Exercise of warrants 50,000 500 7,000
Placing of Ordinary shares 16,317,648 163,176 2,610,824
Subscription for Ordinary shares 617,613 6,176 98,818
Costs of share issue - (171,440)
Issue of warrants - - (22,248)
As at 31 March 2023 102,972,198 1,029,721 6,234,530
Issue and fully paid 95,173,707 785,325 3,571,947
Issued and unpaid 7,798,491 244,396 2,662,583
As at 31 March 2023 102,972,198 1,029,721 6,234,529
Shares issued during the period ended 31 March 2023 were as follows:
Exercise of warrants
On 9 February 2023, the Company issued 50,000 ordinary shares following the
exercise of warrants at a price of £0.15 per share.
Placing and subscription
On 29 March 2023, the Company raised £2,924,000 by way of an oversubscribed
placing (the "Placing") of 16,317,648 new ordinary shares in the capital of
the Company ("Placing Shares") at a price of 17p per share (the "Placing
Price") and additionally, the subscription of 882,352 new ordinary shares
("Subscription Shares") by investors procured directly by the Company
("Subscribers") also at the Placing Price (the "Subscription").
The Company has entered into deeds of variation with each of the subscribers
in respect of the Subscription Shares pursuant to which 264,739 of the
Subscription Shares ("Second Tranche Shares") will be allotted and issued
conditional on (i) the Company convening a general meeting and obtaining
approval from shareholders to disapply statutory pre-emption rights
("Resolutions'') and (ii) the publication of a prospectus, as soon as
reasonably practicable following Admission. The Second Tranche Shares and the
Fundraising Warrants shall be allotted and issued conditional on the passing
of the Resolutions and the publication of a prospectus.
Placees were granted one warrant for every two Placing Shares subscribed for
as part of the Placing, exercisable at 34 pence per Ordinary Share ("Exercise
Price"), representing 8,158,824 warrants, all exercisable at the Exercise
Price and expiring on the third anniversary of Admission.
In addition, the Subscribers have also been granted a warrant for every two
Subscription Shares purchased. Representing 441,176 warrants, exercisable at
the Exercise Price and which also expire on the third anniversary of Admission
(the Subscription and the Placing together referred to as the "Fundraising"
and the Placing Warrants and the Subscription Warrants together referred to as
the "Fundraising Warrants"). The Fundraising Warrants are granted conditional
on (i) any requirement for the Company to publish or procure the publication
of a prospectus as soon as reasonably practicable following Admission, and
(ii) the Company obtaining approval from shareholders to disapply statutory
pre-emption rights.
In total, 8,600,000 warrants were granted pursuant to the Placing, all
exercisable at the Exercise Price and expiring on the third anniversary of
Admission.
In addition, Shard Capital has also been granted broker warrants equal to 2
per cent of the total number of Placing Shares subscribed for pursuant to the
Placing, representing 326,352 warrants.
A total of 16,985,261 Ordinary shares of £0.01 each (being the aggregate of
the Placing Shares, the Subscription Shares less the Second Tranche Shares and
50,000 ordinary shares issued on 9 February 2023 following the exercise of
warrants) were admitted to the standard segment of the Official List and to
trading on the Main Market of the London Stock Exchange ("Admission") on 14
April 2023. Following Admission, the total number of ordinary shares in the
Company in issue is 102,972,198.
A total of £171,440 of costs were incurred in relation to the issue of
Ordinary Shares and this amount has been deducted from the share premium
account.
Issue of warrants
As noted above, the Company issued an aggregate of 8,926,352 warrants during
the period. A total of 50,000 warrants (issued in 2022) were exercised during
the period. Accordingly, a total of 21,196,569 warrants remained outstanding
at 31 March 2023, summarised as follows:
Number of warrants
At 30 September 2022 12,320,217
Exercise of warrants (50,000)
Issue of Fundraising Warrants 8,600,000
Issue of Broker Warrants 326,352
As at 31 March 2023 21,196,569
Using the Black-Scholes pricing model, the valuation of the Broker Warrants
has been calculated at 6.82p each, giving rise to an aggregate value of the
Warrants of £22,248. The issue of the Broker Warrants resulted in an increase
to the warrant reserve of £22,248 and a decrease to share premium of
£22,248.
The inputs in the model were as follows:
- Share price: 17.0 pence
- Exercise price: 24.0 pence
- Expected life of warrant: 3 years
- Risk-free rate: 3.47%
- Volatility: 85.0%
15. Related party transactions
a) Geoff Baker and Min Yang are directors of both BSF Enterprise plc and
BSF International Limited. Both Geoff Baker and Min Yang who are directors of
3DBT and are directors of BSF Angel Funding Limited which is a shareholder in
the Company.
b) Key management are considered to be the directors and their
remuneration is disclosed in Note 4 above.
c) BSF International Limited, a shareholder in BSF Angel Funding Limited,
provided accounting support and other administration services to the Group
during the period ended 31 March 2023 totalling £30,000 (2022: Nil).
16. Subsequent events
The Company's Ordinary Shares were admitted to trading on the OTCQB Venture
Market in the United States on 24 May 2023. The shares trade under the symbol
BSFAF. Trading on the OTCQB market provides BSF with access to one of the
world's largest investment markets, expanding the Company's reach to a broader
pool of investors while creating the potential for greater liquidity in its
shares.
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