REG - Oncimmune Hldgs PLC - Final Results
10/02/2025 07:00
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RNS Number : 3966W Oncimmune Holdings PLC 10 February 2025
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 ("MAR") AND THE RETAINED UK LAW VERSION OF MAR PURSUANT TO
THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (SI 2019/310) ("UK
MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Oncimmune Holdings plc
("Oncimmune" or the "Company")
Revenue for FY2024 in line with expectations
138% growth compared with prior year
Final results for the 12-month period to 31 August 2024
Oncimmune Holdings plc (AIM: ONC.L), a leading autoantibody profiling company
to the pharmaceutical and biotechnology industry enabling precision medicine,
today announces its audited results for the year ended 31 August 2024
("FY2024").
Business highlights
· Revenue in FY2024 was £2.7m, compared with FY2023 revenue from
continuing operations of £1.2m, a growth rate of 138%.
· High proportion of repeat business with 81% of revenues coming from
existing customers.
· An equity fundraise was completed in November 2024, raising gross
proceeds of £2.3m to support the Group with near term working capital and
future growth.
· Alongside the fundraise the Company reprofiled its debt facility
with IPF Invest Co 2 Sarl ("IPF") including new payment terms. This
restructuring provided for the conversion of €4.0m of the Company's
outstanding debt into equity, leaving €2.0m in principal debt outstanding.
· New share options for the senior management team have been put in
place, to closely align the interests of senior management with those of the
Company's shareholders.
Operational and commercial highlights for FY2024
· Relaunching the business with a clear strategy to focus on
ImmunoINSIGHTS™, underpinned by appointment of a new leadership team and
changes to the Board of Directors.
· Closed 16 contracts in FY2024 , over half with global pharma and
biotech companies, and increased average contract value by 186%, compared with
prior year.
· Signed one of the largest commercial contracts to date, worth $1.5M,
which utilises a technological breakthrough achieved by Oncimmune's scientific
team to profile Immunoglobulin E antibodies.
Financial highlights for FY2024
· Revenue for the year was £2.7m (2023: £1.2m for continuing
operations).
· Gross profit for the year was £1.2m (2023: £0.8m for continuing
operations).
· Administrative expenses excluding share-based payment charge/(credit)
for the year were £4.0m (2023: £5.0m for continuing operations).
· Loss for the year was £3.5m (2023: loss of £6.2m for continuing
operations).
· Gross cash balance at the year-end of £0.8m (2022: £3.2m) and net
debt at the period end of £4.3m (2023: £2.1m). Subsequently in October and
November 2024, €4.0m of debt was converted to equity and an equity fundraise
with £2.3m gross proceeds was concluded.
Outlook for FY2025
· Oncimmune expects FY2025 revenue to be in the region of £4m, which
would be an uplift of 33% vs FY2024 and growth of around 250% vs FY2023.
· As at 31 January 2025, the Company has cash balances of
over £1m and has paid down some debt such that only £1.5m of the
principal loan remains outstanding as at 31 January 2025.
· Further information can be found in the Trading Update published on
31 January 2025.
The Company's Annual Report and Financial Statements 2024 (the "Annual
Report") will be available on the Company's website at www.oncimmune.com
(http://www.oncimmune.com) later this week.
Martin Gouldstone, Oncimmune's Chief Executive Officer, commented:
"FY2024 has seen us grow the business at an unprecedented rate with some
pleasing positive indicators for larger contracts at the year end. Being able
to equitise a substantial portion of our debt shortly after the year end has
significantly improved the capital profile of the business and we thank our
debt provider IPF for their flexibility and support. Whilst the Industry has
experienced some challenges in terms of large Pharma budget cuts in the period
we are seeing signs of this easing and the potential for further growth in
2025 that could be accelerated if certain discussions with partners/customers
progress to plan.
I would like to thank all of Oncimmune's staff, the Board and the company's
wider stakeholder group for their hard work and ongoing support."
This announcement contains inside information for the purposes of Regulation
11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as
amended). Upon the publication of this announcement via a Regulatory
Information Service, this inside information is now considered to be in the
public domain.
For further information:
contact@oncimmune.com
Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker)
Geoff Nash, Callum Davidson, Trisyia Jamaludin (Corporate Finance)
Nigel Birks (Life Science Specialist Sales)
Ondraya Swanson (ECM)
+44 (0) 20 7220 0500
Zeus (Joint Broker)
Dominic King
+44 (0)20 3829 5000
About Oncimmune
Oncimmune is a precision medicine company, specialising in analysing immune
interactions through the autoantibody profile. Taking a platform approach to
generating insights, Oncimmune is partnering with global pharmaceutical and
biotech companies, as well as contract research organisations (CROs) to
discover novel biomarkers for the development of more targeted and effective
therapies across many immune-mediated diseases. Our mission at Oncimmune is to
enable precision medicine. We help our partners to discover novel biomarkers,
drug targets and predict treatment efficacy through the application of our
platform. We are able to do this by deploying our world class scientific team
and our cutting-edge technology platform, built on years of experience in the
field. Our aim is to make this an essential tool in drug discovery and
development.
Oncimmune is headquartered in the UK, with its discovery and development
facility based in Dortmund, Germany and a business development team based in
the US and Europe.
For more information, visit www.oncimmune.com (http://www.oncimmune.com)
Certain statements in this announcement are forward-looking statements, which
include all statements other than statements of historical fact and which are
based on the Company's expectations, intentions and projections regarding its
future performance, anticipated events or trends and other matters that are
not historical facts. These forward-looking statements, which may use words
such as "aim", "anticipate", "believe", "could", "may", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve risks, assumptions
and uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except as
required by the Financial Conduct Authority, the London Stock Exchange or
applicable law, the Company undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER'S REVIEW
We are pleased to report the Group's audited results to 31 August 2024, and
provide an update on the further operational and strategic progress made since
year end.
Business update
FY2024 started off with promising returns for the industry, marked by 7 IPOs
in Q1'24 (13 in all of FY2023) as the sector grew comfortable with navigating
an environment of high interest rates and regulatory pressure. However,
continued elevated interest rates and persisting geopolitical tensions have
impacted both investors' and pharma's access to capital, resulting in
budgetary cuts, including outsourced spending. Large pharma and small biotech
companies are reprioritising budgets and divesting non-core assets to preserve
near-term working capital, instead of relying on outsourcing services to help
develop their programmes. This conservative funding and spending climate has
directly impacted the contracting sector, which is seeing reduced revenues,
with many large CRO's reporting below target returns and missed investor
expectations.
Whilst this represents a setback for the broader CRO industry, Oncimmune has
been less directly affected by these cuts in the short-term, although remains
vulnerable to delayed decision making on contracts. Our relatively small size
gives us the flexibility for our ImmunoSIGHTS™ platform to be integrated
with our pharmaceutical customers' assay teams as an extension of their core
competencies, rather than offering a traditional large CRO-style outsourcing
service, which remains even more vulnerable to delays due to their scale. We
have seen this in our ability to meet our FY2024 revenue target of
approximately £3M despite these fluid market dynamics. We started the new
financial year with over 35% visibility into our FY2025 forecast*.
Looking further ahead into late FY2025/FY2026, we expect this industry
downturn to stabilise and cancellation rates to return to pre-pandemic levels
as pharmaceutical companies prepare for long-term strategies for de-risking
their core assets and diversifying their pipeline, including outsourcing
services in more niche areas such as autoantibody profiling.
Growing relevance of autoantibodies and commercial tailwinds
We have seen a growing interest in autoimmune research across academic,
industry and regulatory stakeholders, which has promoted investor appetite in
companies focusing on this area. The private sector has witnessed increased
investor activity in autoimmune diseases, with VCs pledging $1.7 billion of
investment into companies developing drugs in immune disorders for the first
half of 2024, largely driven by promising clinical results of novel
immunotherapies like CAR-Ts and bispecifics (traditionally used in oncology)
being expanded in autoimmune conditions such as lupus and rheumatoid
arthritis. We anticipate that this could signal a trend of more large pharma
companies broadening their immune oncology programmes into the autoimmune
space. At Oncimmune, we have a rich history of supporting our pharma customers
in developing novel therapeutics in autoimmune conditions and this puts us at
a competitive advantage in this new area of drug exploration.
Our customers are also facing regulatory pressure to provide further evidence
of the mechanism of action of novel programmes in rare disorders, including
requiring autoantibody biomarkers to demonstrate efficacy or reduced side
effects.
Our unique expertise in autoimmune profiling and deep understanding of the
immune system is evident in our platform's ability to address data gaps in
clinical studies as reflected in our 64% win rate on proposals and growing
pipeline, with mounting interest from current clients to explore potential
strategic partnerships.
Delivering high quality, differentiated results for our ImmunoINSIGHTS
customers has allowed us to not only broaden our pipeline of opportunities,
but also further deepen our engagement with key customers. This year, we have
been focused on growing and developing our key relationships via preferred or
master service agreements (MSAs), rather than one-off pilot projects, and we
have had the benefit of a large proportion of our pipeline made up of
returning customers, including 81% repeat business. This approach will persist
through FY2025, where we will look to not only maximise the value of those
MSAs in place, but also continue to mature relationships of both pilot
projects as well as MSAs through to multi contract commercial engagements with
top 20 pharma companies. To date, Oncimmune has worked with eight of the top
15 global pharma companies.
In FY2024, the team signed 16 new contracts (12 in FY2023), including
extensions. Despite the dearth of capital available for our customers that
lead to slower trading this year, it should be emphasised that executing on 16
contracts in this current climate is an achievement and a true reflection of
the platform's resilience and robustness in delivering quality results and
insights.
Strategy update
During Martin's first few weeks of joining the Company in August 2023, one of
his first tasks as new CEO was to complete an initial assessment of
Oncimmune's strategic positioning as a team, to relaunch our strategic
priorities as well as establish our mission and vision. Our updated strategy
was formally announced on 12 October 2023.
We believe that Oncimmune's previous focus on leveraging MSAs with larger
pharma companies, whilst successful in securing a number of these agreements,
led the Group to be vulnerable to delays in contracting and sample delivery,
which impacted on the ability to robustly forecast revenue. The sale of
Oncimmune Limited (including the EarlyCDT® blood test business) to Freenome
Holdings Inc in FY2023, has allowed us to refocus our efforts on the
ImmunoINSIGHTS platform and scale this business with additional commercial
models, encompassing strategic partnerships and value-based pricing. With this
new commercial model we have secured 12 MSAs to date, and closed 16 contracts
this year, with our average contract value increasing by 186% compared with
FY2023. This has helped us to deliver a more robust, predictable and
sustainable revenue stream from FY2025 onwards, with greater than 35%
visibility into our FY2025 forecast*.
We will continue to provide ImmunoINSIGHTS service for our customers using a
fee for service pricing model, but aim to expand the business model by
maximising the value of MSAs already in place and exploring strategic
opportunities in new customer verticals, such as translational medicine and
clinical CROs. We have secured two strategic partners this year, including
channel partners, to help meet our gross bookings targets for the next year.
Just after our FY2024 year end, the Group reprofiled its debt facility with
IPF, converting €4M debt into equity in October 2024, as well as closing a
fundraise of £2.3M in November 2024. This was to further support the
sustainability of the business with working capital and be able to fully
embrace new growth opportunities
Our mission at Oncimmune is to use our platform, together with our partners,
to enable precision medicine, to discover novel biomarkers and drug targets,
and to predict efficacy of treatment. We are able to do this by deploying our
world-class scientific team and our cutting-edge technology platform, built on
years of experience in the field. Our aim is to make this an essential tool in
drug discovery and development. Our vision is to become the global experts in
technology which enables breakthroughs in precision medicine.
Recent updates
After setting out our vision and strategic priorities for the Company, we are
pleased to provide recent updates on progress against the strategy:
· We initiated the $1.5M contract for delivery in FY2025, for a global
pharmaceutical company, in a new major project which will utilise a
technological breakthrough achieved by Oncimmune's scientific team, the second
largest commercial contract the Company has seen to date.
· In addition to the significant contract described above, Oncimmune
has also entered into contracts for three other new projects, announced after
our FY2024 year end. Two contracts are with a US biotech to analyse multi-omic
data from its clinical trials. This is a new area for Oncimmune and a
testament to its strong data analytics capability. The third contract is
through a contract research organisation with whom Oncimmune has a long
standing relationship, with the project providing IgA autoantibody analysis
for a European biotech as a follow on to previous work carried out for that
customer.
· Oncimmune has also entered into a framework agreement for future
collaboration, including cross-selling, with a major UK R&D accelerator.
It is expected that this relationship will be leveraged during FY2025 and
beyond.
As reported in these results , Oncimmune has delivered approximately £3M
revenue in FY2024, with further contract wins announced at the end of FY2024
allowing us to have >35% visibility into our FY2025 forecast.
We expect to deliver further revenue growth in FY2025 and achieve break-even
in the following financial year.
We would like to take this opportunity to extend our sincere gratitude to our
dedicated staff, suppliers, and loyal customers for their continued support
throughout the recent fiscal period. Their commitment has been instrumental in
bolstering our performance amid the year's turbulent financial environment. We
also express appreciation to our shareholders for their steadfast support in
navigating uncertain market conditions and the Company's transition during
this period. Furthermore, we would like to thank Oncimmune's Board and
management team, recognising their resourcefulness and resilience throughout
the year.
Alistair Macdonald
Chairman
Martin Gouldstone
Director and Chief Executive Officer
CHIEF FINANCIAL OFFICER'S REVIEW
A year of growth
FY2024 is the 12-month period to 31 August 2024. The comparatives provided are
for continuing operations for FY2023, which is the 12-month period to 31
August 2023.
· Revenue for the period £2.7M (FY2023: £1.2M)
· Gross profits for the period £1.2M (FY2023: £0.8M)
· Share-based payment charge/(credit) £0.5M (FY2023: £(1.2)M)
· Administrative expenses excluding share-based payment charge/(credit)
£4.5M (FY2023: £5.0M)
· Loss for the period from continuing operations £3.5M (FY2023:
£6.2M)
· Cash balance at period end £0.8M (FY2023: £3.2M)
Revenues and commercial progress
Revenue for the year to 31 August 2024 increased by 138% compared with the
previous year to 31 August 2023, to £2.7M. This increase is attributable to
the commercial strategy launched by the incoming leadership team early in the
financial year, and a focus throughout the whole business on the securing and
delivery of customer projects.
Hiring into the commercial team and investing in targeted marketing activities
have increased the commercial presence of the Company with both new and
existing customers.
A 186% increase in average contract size won during the year to 31 August 2024
compared with the prior year contributed to the increased revenues. 16 new
contracts were signed during the year to 31 August 2024, compared with 12 in
the prior year.
Stronger links between the commercial and operational teams were formed,
enabling further opportunities with existing customers to be identified. In
addition, the commercial team identified many pipeline opportunities with
customers new to Oncimmune.
Cost base
Reflecting the focus of the business on customer project delivery, research
and development expenses have been included in cost of sales since September
2023. Across the sum of both categories, costs reduced by 7% despite the 138%
increase in revenues.
Administrative expenses also saw a reduction, being £0.5M or 11% lower than
the prior year.
In both cases, targeted actions were taken during the year to right-size the
cost base while protecting the Company's ability to deliver.
Debt funding
IPF Invest Co 2 Sarl ("IPF") continued to support the business during the
financial year to 31 August 2024. Finance costs reduced during the year to
£0.7M (2023: £2.0M) predominantly due to the non-repeat of the arrangement
fee agreed in October 2022, the whole cost of which was expensed in the
financial year to 31 August 2023.
As at 31 August 2024, €6.0M of debt capital was outstanding with IPF. Please
refer to commentary below on events after the balance sheet date.
Cash
During the year to 31 August 2024, the Group's net cash outflow was £2.4M.
The focus on project delivery, regular invoicing and increasing revenues
ensured that inflows from customers increased. In May 2024, £1.17M was
received from escrow as the final proceeds relating to the disposal of
Oncimmune Limited and other subsidiaries in May 2023.
Whilst the above items acted as a partial offset to the Company's cost base -
which is largely fixed - it was not anticipated that there would be sufficient
time in the year to allow the commercial strategy announced in October 2023 to
gain full traction. This means that cash inflows from customer invoicing did
not yet exceed the cash outflows of the business.
The working capital of the Company is characterised by regular cash outflows
and inflows from customers with whom payment terms can be up to 90 days. The
latter does put some strain on the working capital, although it was pleasing
to see another year in which no bad debts needed to be provided for.
Post balance sheet events
As a result of the strategy reset in October 2023, it became apparent during
FY2024 that the cash covenant prevailing during FY2024 was not fit for
purpose. Therefore, IPF and the Company entered into a dialogue about
restructuring the debt. In October 2024, a debt restructuring and an equity
fundraise were announced. The debt restructuring with IPF included a debt
capitalisation equating to €4.0M of the then-outstanding €6.0M of
principal, for the issue of 22,351,003 new Ordinary Shares. The fundraise
concluded with gross proceeds of £2.3M.
Commentary on financial statements
In the year to 31 August 2024, the operating loss was £3.3M (2023: £3.9M).
The year-on-year difference was mainly attributable to the increase in revenue
and the variance in share-based payment charges.
Having joined Oncimmune at the start of the financial year, it has been
pleasing to see the revenue growth during the year and the fundraise and debt
restructuring since the year end, all of which put the Company on a more
secure financial footing and enable further commercial traction in the coming
years.
Martin Hudson
Chief Financial Officer
Consolidated statement of comprehensive income
For the year ended 31 August 2024
31 August 2024 31 August 2023
£'000 £'000
Continuing operations
Revenue 2,739 1,152
Cost of sales (1,508) (360)
Gross profit 1,231 792
Research and development expenses - (1,255)
Administrative expenses excluding share-based payment charges (3,975) (4,961)
Share-based payment (charge)/credit (482) 1,182
Total administrative expenses (4,457) (5,034)
Other income - 318
Operating loss (3,226) (3,924)
Finance income 17 -
Finance costs (766) (2,004)
Finance costs - net (749) (2,004)
Loss before income tax from continuing operations (3,975) (5,928)
Income tax credit/(charge) 477 (223)
Loss for the financial year from continuing operations (3,498) (6,151)
Discontinued operations
Profit/(loss) after tax for the year from discontinued operations (130) 10,255
Profit/(loss) for the year (3,628) 4,104
Other comprehensive income
Items that may be subsequently reclassified to profit or loss, net of tax
Currency translation differences from continuing operations 85 (158)
Currency translation differences from discontinued operations - -
Total comprehensive income/(loss) for the year attributable to equity holders (3,543) 3,946
Basic and diluted loss per share (pence) on continuing operations (4.72)p (8.47)p
Basic and diluted income/(loss) per share (pence) on discontinued operations (0.18)p 14.13p
Basic and diluted income/(loss) per share (pence) on continuing & (4.89)p 5.66p
discontinued operations
All of the comprehensive income for the year stated above is attributable to
the shareholders of Oncimmune Holdings Plc.
Consolidated statement of financial position
As at 31 August 2024
Audited Audited
31 August 31 August
2024 2023
£'000 £'000
Assets
Non-current assets
Goodwill 1,578 1,578
Intangible assets 391 483
Property, plant and equipment 378 471
Right-of-use assets 46 120
Deferred tax asset 655 219
3,048 2,871
Current assets
Inventories 238 235
Trade and other receivables 468 1,959
Contract assets 302 162
Cash and cash equivalents 846 3,209
1,854 5,565
Total assets 4,902 8,436
Equity
Capital and reserves attributable to the equity holders
Share capital 741 741
Share premium 42,688 42,683
Merger reserve 1,095 1,095
Foreign currency translation reserve (138) (223)
Retained earnings (46,785) (43,639)
Total equity (2,399) 657
Liabilities
Non-current liabilities
Deferred tax liability 74 104
Lease liability - 57
Borrowings 3,293 4,912
Other liabilities 1,262 1,284
4,629 6,357
Current liabilities
Trade and other payables 757 894
Contract liabilities 86 196
Lease liability 55 74
Borrowings 1,774 258
2,672 1,422
Total liabilities 7,301 7,779
Total equity and liabilities 4,902 8,436
Martin Gouldstone
Director and Chief Executive Officer
Consolidated statement of changes in equity
For the year ended 31 August 2024
Foreign currency translation reserve Total
Share capital Share premium Merger reserve Own shares Retained earnings
£'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 31 August 2022 695 40,634 31,882 (42) (1,926) (75,422) (4,179)
Loss for the year from continuing operations - - - - - (6,151) (6,151)
Profit on discontinued operations - - - - - 10,255 10,255
Other comprehensive income:
Currency translation differences - - - (158) - - (158)
Exchange differences on discontinued operations - - - (23) - - (23)
Total comprehensive income/(expense) - - - (181) - 4,104 3,923
Transactions with owners:
Reserves relating to discontinued operations - - (30,787) - 1,926 28,861 -
Shares issued 46 2,049 - - - - 2,095
Share option credit - - - - - (1,182) (1,182)
As at 31 August 2023 741 42,683 1,095 (223) - (43,639) 657
Loss for the year on continuing operations - - - - - (3,498) (3,498)
Loss on discontinued operations - - - - - (130) (130)
Other comprehensive income:
Currency translation differences - - - 85 - - 85
Total comprehensive income/(expense) - - - 85 - (3,628) (3,543)
Transactions with owners:
Shares issued - 5 - - - - 5
Share option charge - - - - - 482 482
As at 31 August 2024 741 42,688 1,095 (138) - (46,785) (2,399)
Consolidated statement of cash flows
For the year ended 31 August 2024
Year to Year to
31 August 2024 31 August 2023
£'000 £'000
Cash flows from operating activities
Income/(loss) before income tax from continuing operations (3,975) (5,928)
Income/(loss) before income tax from discontinued operations (130) 10,255
Income/(loss) before tax (4,105) 4,327
Adjusted by:
Depreciation and amortisation 263 981
Share-based payment (credit)/charge 482 (1,182)
Interest receivable (17) -
Interest expense 682 2,954
Gain/(loss) on sale of discontinued operations 130 (12,160)
Gain on lease modification - (47)
Changes in working capital:
(Increase)/decrease in inventories (3) 158
Decrease in trade and other receivables 50 50
Decrease in trade and other payables (140) (231)
Cash used in operating activities (2,658) (5,150)
Interest paid (739) (1,635)
Interest received 17 -
Income tax paid (1) (6)
Net cash used in operating activities (3,381) (6,791)
Cash flows from investing activities
Purchase of property, plant and equipment (9) (31)
Proceeds on sale of property, plant and equipment - 39
Settlement of liabilities assumed by acquirer on disposal - 11,700
Net cash on sale of discontinued operations 1,170 (125)
Net cash generated from investing activities 1,161 11,583
Cash flows from financing activities
Net funds raised through share issues 5 2,095
Loan repayments - (4,885)
Principal elements of lease repayments (76) (225)
Net cash used in financing activities (71) (3,015)
Net (decrease)/increase in cash and cash equivalents (2,291) 1,777
Movement in cash attributable to foreign exchange (72) 7
Cash and cash equivalents at the beginning of the year 3,209 1,425
Cash and cash equivalents at the end of the year 846 3,209
1. General information
Oncimmune Holdings plc (the "Company") is a limited company incorporated and
domiciled in England and Wales. The registered office of the Company is 1 Park
Row, Leeds, LS1 5AB. The registered company number is 09818395.
The Group's principal activity is offering autoantibody biomarker profiling in
immuno-oncology, autoimmune and infectious diseases.
The Directors of Oncimmune Holdings plc are responsible for the financial
information and contents of the financial information.
Electronic communications
The Company is not proposing to distribute hard copies of the financial
statements for the year to 31 August 2024 unless specifically requested by
individual shareholders. An electronic copy of the Annual Report will be
available on the Company's website later this week.
The Board believes that by utilising electronic communication it delivers
savings to the Company in terms of administration, printing and postage, and
environmental benefits through reduced consumption of paper and inks, as well
as speeding up the provision of information to shareholders.
News updates, Regulatory News and Financial statements can be viewed and
downloaded from the Company's website, www.oncimmune.com. Copies can also be
requested from; The Company Secretary, Oncimmune Holdings plc, 1 Park Row,
Leeds, LS1 5AB or by email: contact@oncimmune.com
2. Accounting policies
The principal accounting policies applied in the preparation of the
consolidated financial information are set out below. These policies have been
consistently applied to all periods presented, unless otherwise stated. The
financial statements are for the Group consisting of Oncimmune Holdings plc
and its subsidiaries.
Basis of preparation
The Group has prepared its consolidated financial statements in accordance
with UK-adopted international accounting standards.
The financial statements have been prepared on a historical cost basis, except
certain financial assets and liabilities which are measured at fair value.
The preparation of financial statements in accordance 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. The areas involving a high degree of judgement or complexity, or
areas where assumptions and estimates are significant to the consolidated
financial statements, are disclosed in Note 3 in the Annual Report.
The reporting period for this set of financial statements is the 12-month
period to 31 August 2024.
The consolidated financial statements are presented in Sterling and have been
rounded to the nearest thousand (£'000).
In June 2024, the Company received a request for information from the
Financial Reporting Council (FRC) in relation to the FY2023 Annual Report and
Accounts, to which the Company provided a full response. The FRC subsequently
confirmed that the information provided enabled them to close their enquiries.
The Company has implemented various recommendations from the FRC in this
report.
The FRC's role is to consider compliance with reporting requirements, and it
therefore provides no assurance that the Annual Report and Accounts are
correct in all material respects. The review was based on the Annual Report
and Accounts and did not benefit from detailed knowledge of the business or an
understanding of the underlying transactions entered into.
Principles of consolidation and equity accounting
Subsidiaries are entities over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those
returns through its power to direct the activities of the entity. Subsidiaries
are fully consolidated from the date on which control is transferred to the
Group. They are deconsolidated from the date that control ceases.
The Group uses the acquisition method of accounting to account for business
combinations.
Inter-company transactions, balances and unrealised gains and losses on
transactions between Group companies are eliminated. Accounting policies of
subsidiaries have been changed where necessary, to ensure consistency with the
policies adopted by the Group.
Where a Group company has acquired an investment in a subsidiary undertaking
and applies merger relief, under section 612 of the Companies Act 2006, the
difference between the nominal value and fair value of the shares issued is
credited to the merger reserve.
Discontinued operations
Discontinued operations are excluded from the results of continuing operations
and are presented as a single amount as profit or loss after tax from
discontinued operations in the consolidated statement of comprehensive income.
Additional disclosures are provided in Note 33 of the consolidated financial
statements. All other notes to the consolidated financial statements include
amounts for continuing operations, unless indicated otherwise.
Going concern
The Group has prepared the FY2024 Group and Company financial statements on a
going concern basis. In preparing the financial statements on a going concern
basis, the Directors have prepared and considered a forecast for the period to
28 February 2026, using a base case forecast and a version with sensitivities
to represent a plausible downside scenario. Furthermore, the Directors have
considered other mitigations which could be deployed if necessary.
The base case forecast is built using three main assumptions. These are:
· The flow of revenue from customer projects, which includes cash
receipts from projects already underway, a confidence-weighted view of current
higher-probability pipeline opportunities converting to contracts and their
estimated timing, and a projection of the future order intake from ongoing
discussions. In the plausible downside scenario, the quantum of cash flows
arising from new business was reduced by 20%. Both scenarios assume that the
revenue for FY2025 and beyond is in excess of the £2.7M revenue recognised in
FY2024, representing a continuation of the trajectory of revenue growth seen
between FY2023 and FY2024. Future cash flows expected to arise from existing
in-flight projects as at January 2025 were £1.5M, and the cash level at the
end of January 2025 was £1.1M.
· The cost base of the Group and Company is largely fixed in nature and
therefore relatively straightforward to forecast. The largest cost element is
staff costs.
· The debt profile of the Group with IPF Invest Co 2 Sarl ("IPF").
Having concluded a debt-for- equity transaction of €4.0M in November 2024
alongside restructuring of the remaining €2.0M of debt, the Group is able to
model the cash impact of the debt with reasonable certainty. The €2.0M of
debt is payable from October 2024 to March 2026. As at the end of January
2025, €1.8M of capital was outstanding. The €1.5M arrangement fee agreed
in 2022 will now be paid over a six-month period starting in April 2026.
In addition to the Directors' review of monthly management accounts, the
Directors have considered the output from both going concern scenarios against
the covenants agreed with IPF. These are a minimum cash covenant and a minimum
last-twelve-months (LTM) revenue covenant. The former changes by month based
on the cash profile discussed with IPF at the time of the October 2024 debt
restructuring, and the threshold of the latter is set at 80% of the actual and
forecast revenues over the preceding 12-month period. The LTM revenue covenant
is designed to track the growth projection of the Company's revenues, and if
the 80% threshold is not met, the LTM Revenue covenant ceases to be measured
and the cash covenant doubles. Both covenants were met in the first three
months of testing, i.e. October, November and December 2024.
The Directors have determined that, based on the base case forecast, the 80%
threshold of the LTM revenue covenant will not be met and therefore the
doubled level of the cash covenant will apply. Even though revenues continue
to increase, they are not doing so at the pace required to meet the increased
cash covenants. In this scenario, the Group will require further funding
during the year. The Company is most likely to obtain these via financing
process(es) involving current and/or new investors and/or a strategic
collaboration. If any financing is sufficient to maintain liquidity but not to
satisfy the cash covenants, temporary waivers would be sought with IPF (who,
since the debt-for-equity transaction, are the largest shareholder), thereby
giving the Group further runway to conclude strategic collaborations.
The plausible downside scenario would necessitate further increased inflows of
funds and/or renegotiation with IPF.
Based on the above, the Directors have a reasonable expectation that the Group
can continue to operate for the foreseeable future, however, there are
material uncertainties relating to the quantum and timing of new order intake,
the outcome of any financing processes and the outcome of any further
renegotiation with IPF. For these reasons, the Directors acknowledge the
existence of a material uncertainty which may cast significant doubt over the
Group's and the Company's ability to continue in operation.
* Based on the Company Note published by Cavendish Capital Markets Limited on
21 May 2024. Visibility refers to contracted projects and high-confidence
pipeline opportunities.
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