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RNS Number : 0912B Oncimmune Holdings PLC 31 May 2023
This announcement contains inside information
for the purposes of the UK Market Abuse Regulation
31 May 2023
Oncimmune Holdings plc
("Oncimmune" or the "Company")
Interim Results
The ImmunoINSIGHTS pharma services business continues to deliver value to 7 of
the top 15 global pharma companies and build relationships with new accounts
despite the softening market
Post period sale of Oncimmune Limited and EarlyCDT Lung blood test to Freenome
for £13M, enabling a repayment of €7.2M debt to IPF; the company expects to
have £6.7m in cash
Post period signing of long-term MSA with Freenome with guaranteed commitment
of at least €1.14M per annum
Oncimmune Holdings plc (AIM: ONC.L), the leading autoantibody profiling company to the pharmaceutical and biotechnology industry, today announces its unaudited interim results for the six months ended 28 February 2023 ("H1 FY2023").
Financial highlights (including Post Period Events)
· Recognised revenue for the period was £1.12M (15 Months to 31
August 2022 ("FY 2022"): £3.79M and 12 months to 31 May 2022 ("May 2022")
£3.86M). The current value of the contracted order book at ImmunoINSIGHTS is
€3.5M as at 1 March 2023. Delays in the delivery of samples from major
contracts signed in the period has delayed recognised revenue into the second
half of H2 FY2023.
· Gross profit for the period was £0.48M (FY 2022: £1.83M and May
2022 £1.46M).
· Administrative expenses were £2.86M (FY 2022: £8.70M and May 2022
£7.05M) which included £0.78M of depreciation and amortisation (FY 2022:
£1.64M and May 2022 £1.43M) which is non-cash. Furthermore, £1.08M of the
period's administrative expenses (which includes £0.56M of depreciation and
amortisation) relate to Oncimmune Limited and will be discontinued following
the sale to Freenome Holdings, Inc. ("Freenome") (the "Sale") which was
announced on 22 May 2023.
· Research & Development expenses were £0.69M (FY 2022: £1.85M
and May 2022 £1.52M) of which £0.15M related to Oncimmune Limited will be
discontinued post the Sale.
· Share-based payments were £0.44M (FY 2022: £1.69M and May 2022
£1.80M) which are non-cash.
· Cash used in operating activities (pre-financing) for the period
was £2.32M (FY 2022: £6.69M and May 2022 £5.80M).
· Loss after tax was £4.06M (FY 2022: £11.39M and May 2022
£9.51M). However, post the Sale, the Company is expected to benefit from
substantially lower operating costs with the removal of Oncimmune Limited's
administration and research & development costs, which for the period were
£1.23M.
· Gross cash balance at the period end of £0.78M (FY 2022: £1.43M
and May 2022 £2.53M) and net debt at the period end of £9.64M (FY 2022:
£9.31M and May 2022 £8.16M). The gross cash balance and the net debt amount
do not include the proceeds from the Sale.
· Post period the Company sold Oncimmune Limited for a total of £13M
in cash. Immediately following the Sale and the repayment of existing debt,
the Company's expected cash balance will be £6.7M (which includes the £1.3M
held in escrow for 12 months in accordance with the terms of the Sale).
* Financial comparators for the period are for 12 months to 31 May 2022 and 15
months to 31 August 2022, as a result of a change in our financial year to 31
August. For H1 2022 numbers, please follow
https://d2ysp6t8sg26jc.cloudfront.net/2022-02-28/9456C/b43993b57e7704175206f19e6ad0a0bb013d0401.html
(https://d2ysp6t8sg26jc.cloudfront.net/2022-02-28/9456C/b43993b57e7704175206f19e6ad0a0bb013d0401.html)
Commercial and operational highlights (including post period)
· Since acquiring the ImmunoINSIGHTS business for an all-share
consideration in March 2019, we have contracted with the majority of the top
10 global pharmaceutical companies and delivered high quality projects which
provide our clients with deep insights into their clinical assets and
programmes.
· ImmunoINSIGHTS and Freenome have signed a long-term Master Services
Agreement ("MSA"), under which Freenome will leverage the ImmunoINSIGHTS
discovery services business to further accelerate Freenome's pipeline for
multiple cancers, with a guaranteed commitment by Freenome to purchase
services from Oncimmune Germany GmbH worth at least €1.14M per year, with
revenue recognised on a quarterly basis. The MSA has an overall term of five
years, with a fixed initial term of two years and Freenome's option to extend
for a further three years on the same terms.
· Upon the divestment of the EarlyCDT portfolio to Freenome, there is
now a singular focus on the ImmunoINSIGHTS business and supporting our
customers with their clinical trials.
· In H1 FY2023, the focus has been on deepening the relationship with
existing accounts and expanding our reach across asset teams through MSAs.
These MSA's unlock benefits that include improved speed of contracting on
future projects and extensions.
· Whilst our deliverable is strong, the pharmaceutical services
market has been soft over the last 15 months, both because of a lack of
biotech investment, and macroeconomic uncertainty. We believe these headwinds
will turn a corner in the next 6 months.
· In December 2023, the Company announced that a number of contracts
had been signed before the pharmaceutical sector year end in December,
including contracts with a combined value of approximately $1.25 million with
an existing global pharmaceutical client. As at
1 March 2023 the current value of the contracted order book at ImmunoINSIGHTS
is €3.5M.
· In January, a new multi-year MSA was signed with a new top 10
pharmaceutical group for the provision of ImmunoINSIGHTS clinical laboratory
services, expected to support multiple autoantibody profiling projects
focusing on autoimmune, cardiovascular and prenatal diseases.
· As we expand our reach and impact, it is not unusual to identify a
novel application of the ImmunoINSIGHTS platform. Indeed, we were able to sign
a new contract with a leading UK-based biotech company to collaborate on the
discovery of autoantibody biomarkers for the detection of sepsis, in which all
intellectual property rights ("IPR") developed during the collaboration shall
be owned exclusively by Oncimmune, with an option for our customer to
commercialise.
· Beyond pharma contracts, we have remained active in collaborating
with academia. In the period, the Company signed a new commercial contract
with a leading US research institution to analyse samples and generate
autoantibody profiles in serum in patients with confirmed Glioblastoma
Multiforme.
· More recently, the Company has signed another contract to use the
ImmunoINSIGHTS platform in Chronic Inflammatory Demyelinating Polyneuropathy
("CIDP"), as well as two new autoimmune disease contracts.
Dr Adam M Hill, CEO of Oncimmune said: "The sale of Oncimmune Limited to
Freenome not only allows for a singular focus on building value in our
ImmunoINSIGHTS platform, but also is a lead indicator of renewed confidence in
the UK lifescience sector after a period of significant under investment.
Whilst the Pharma services market has softened during the last 12-15 months,
there is now an unprecedented wall of therapeutic assets queued to enter
clinical trials, which bodes well for ImmunoINSIGHTS into 2024 and beyond. It
remains my firm belief that this platform has the potential to offer
significant value to our customers, and is primed to respond, at scale, in
lockstep with the market as it inevitably rebounds. Post the sale of the
Oncimmune Limited, our focus is the expansion of the ImmunoINSIGHTS services
business with an intention to achieve a cash flow break even position in the
near term."
For further information:
Oncimmune Holdings plc
Dr Adam M Hill, Chief Executive Officer
Matthew Hall, Chief Financial Officer
contact@oncimmune.co.uk (mailto:contact@oncimmune.co.uk)
Singer Capital Markets (Nominated Adviser and Broker)
Phil Davies, Harry Gooden, George Tzimas, James Fischer
+44 (0)20 7496 3000
Zeus (Joint Broker)
Dominic King, Victoria Ayton, Dan Bate
+44 (0)20 3829 5000
+44 (0)20 3727 1000
About Oncimmune
Oncimmune is a leader in autoantibody profiling to the pharmaceutical and
biotechnology industry, primarily focused on the growing fields of
immuno-oncology, autoimmune disease and infectious diseases. The
ImmunoINSIGHTS service business leverages Oncimmune's technology platform and
methodologies across multiple diseases, to offer life-science organizations
actionable insights for therapies across the development and product
lifecycle. Our core immune-profiling technology is underpinned by our library
of over eight thousand immunogenic proteins, one of the largest of its kind.
This helps identify trial participants and patients into clinically relevant
subgroups, enabling development of targeted and more effective treatments.
Oncimmune's ImmunoINSIGHTS service business is based at the Company's
discovery research centre in Dortmund, Germany. The business platform enables
life science organizations to optimize drug development and delivery, leading
to more effectively targeted and safer treatments for patients.
For more information, visit www.oncimmune.com (http://www.oncimmune.com)
Chief Executive's and Chairman's Review
We are pleased to report the Group's unaudited half year results for the six
months ended 28 February 2023, including an update on the commercial and
operational progress since last period end.
Oncimmune is a leader in autoantibody profiling to the pharmaceutical and
biotechnology industry, primarily focused on the growing fields of
immuno-oncology, autoimmune disease, and infectious diseases. The Group has a
diversified and growing revenue stream from its discovery and development
service-based platform, delivering actionable insights into therapies under
development to its pharmaceutical and biotech partners. Oncimmune's
ImmunoINSIGHTS pharma services laboratory facility is based in Dortmund,
Germany and its commercial team is based in Boston, USA, and in Europe.
Oncimmune's ImmunoINSIGHTS platform enables life science organisations to
optimise drug development and delivery, leading to more effective targeting,
as well as safer, treatments for patients. Underpinned by our proprietary
library of over 8,000 immunogenic proteins, we help identify clinical trial
participants and patients in clinically relevant subgroups, enabling the
development of more effective treatments with lower risk of adverse events.
Business update
The Group launched the ImmunoINSIGHTS service in February 2020 as Oncimmune's
contract discovery and development service-based platform. Since then, the
ImmunoINSIGHTS platform has grown to deliver contracts with 7 of the top 15
global pharmaceutical companies and this is expected to grow again by the end
of this financial year.
We currently anticipate that by the end of FY2023 the majority of revenues
will have been earned from the top 15 global pharmaceutical clients. This is a
result of a concerted effort to build a reputation for quality service
delivery, ultimately leading to MSAs with our most frequent customers,
unlocking benefits that include improved speed of contracting on future
projects and extensions, a deepening of customer engagement and preferred
supplier status for autoantibody profiling services. In all cases, this has
been an evolution from an ad hoc purchase order, highlighting the importance
of developing customer relationships, and also the value of the ImmunoINSIGHTS
offering to customers.
In December, the Company announced a number of contracts had been signed
before the pharmaceutical sector year end, including: contracts with a
combined value of approximately $1.25 million with an existing global
pharmaceutical client; a new multi-year MSA with a new top 10 pharmaceutical
group for the provision of ImmunoINSIGHTS clinical laboratory services,
expected to support multiple autoantibody profiling projects focusing on
autoimmune, cardiovascular and prenatal diseases; and a new contract with a
leading UK-based biotech company to collaborate on the discovery of
autoantibody biomarkers for the detection of sepsis.
In this latter deal, all intellectual property rights ("IP") developed during
the collaboration shall be owned exclusively by Oncimmune, and the biotech
company shall have the option to extend the collaboration to a verification
study on commercial terms with Oncimmune and to take-up an option to enter
into a 20-year agreement to licence from the Company the IP generated from the
collaboration in consideration for an upfront payment and an ongoing royalty
payment.
Furthermore, the Company has also signed a new commercial contract with a
leading US research institution to analyse samples and generate autoantibody
profiles in serum in patients with confirmed Glioblastoma Multiforme.
More recently, the Company has signed another contract to use the
ImmunoINSIGHTS platform in Chronic Inflammatory Demyelinating Polyneuropathy
("CIDP"), as well as two new autoimmune disease contracts.
Although the timelines between initial discussions and contracting have
lengthened as we progress through FY2023, in large part due to the global
macroeconomic situation increasing the financial constraints experienced by
customers in this sector, the pipeline for the ImmunoINSIGHTS service business
remains healthy. The current value of the contracted order book is €1.3M.
Divestment of non-core assets
As mentioned in previous announcements, the Directors had been considering
several options for the realisation of value from the Group's non-core assets.
We are therefore pleased to report that the Group announced on 22 May 2023 the
successfully divestment of its wholly owned subsidiary, Oncimmune Limited,
including the EarlyCDT(®) Lung blood test. This disposal will enable the
Company to focus its entire resources on unlocking the potential of its
ImmunoINSIGHTS pharma services platform in support of therapeutic clinical
development programmes.
Oncimmune has sold all the issued shares in Oncimmune Limited for £13 million
in cash, of which £1.3 million in cash has been held in escrow for 12 months
in the event of any claims against warranties and representations. In
addition, Oncimmune's pharma services business, Oncimmune Germany GmbH and
Freenome have signed a MSA, under which Freenome will commit to use the
Company's ImmunoINSIGHTS pharma services business for a minimum of two years,
with a guaranteed commitment worth at least €1.14M per year. Furthermore,
Freenome has entered an option to extend the commitment under this
ImmunoINSIGHTS agreement for a further three years with the same commitment of
at least €1.14M per year.
Scientific publications, reports and awards
In line with the Group's core objectives, we have continued to push the
boundaries of understanding with the ImmunoINSIGHTS platform, publishing our
results at world class conferences, and in high impact factor scientific
publications.
In March, Oncimmune's scientists presented collaborative work undertaken with
Dr Sonpavde's team, Dana Faber, at the Mosbacher Kolloquium on Immune
Engineering - from Molecules to Therapeutic Approaches(1). The work showcased
the potential of the ImmunoINSIGHTS platform in identifying markers for
clinical outcome of Immune Checkpoint Inhibitor treatment of patients with
metastatic Urothelial Carcinoma. The expanded work is currently the subject of
a manuscript that will be submitted for publication shortly.
In collaboration with Faron Pharmaceuticals Oy, Oncimmune scientists presented
in April on the use of ImmunoINSIGHTS to examine Exmarilimab's induction of
B-cell activation and autoantibody production (2).
In May, in collaboration with Roche, we were able to present the use of
ImmunoINSIGHTS in profiling of the antibody response to viral and bacterial
antigens and its correlations with time-to-hospital discharge on samples from
patients from both the Covacta and Mariposa study(3). Extensions of this work
are anticipated to be further presented later on in 2023.
Finally, our work with Roche on the TAIL trial has been accepted for an oral
presentation at ASCO in June 2023(4). The presentation demonstrates the use of
ImmunoINSIGHTS in baseline autoantibody profiling in NSCLC patients with
pre-existing autoimmune diseases or who had received prior anti-PD-1 therapy
before enrolment in the TAIL study.
Outlook
The ImmunoINSIGHTS business, acquired for an all-share consideration in March
2019, is an exciting business which has significant high margin revenue
growth. It is expected that by the end of this financial year, ImmunoINSIGHTS
will have contracted with the majority of the top 10 global pharmaceutical
companies, delivering high quality projects which provide our clients with
deep insights into their clinical assets and programmes.
The Board sees the potential to not only build upon the MSAs established so
far, but also to continue to add new customers to the portfolio. In addition,
the Board is increasingly excited about the potential to further evolve
Oncimmune's business model now all resource is focused upon it. This will
require a greater focus on exploiting the substantial intellectual property
developed since 2019.
In summary, we are successfully delivering against our strategic objectives
and have created a focused business which has a specialised commercial
offering. With focus, this platform has significant near-term growth
prospects; its operational cost base is already covered by our MSA with
Freenome. Against this backdrop, the Board is confident of delivering
increasing value to all stakeholders.
On behalf of the Board, we would like to thank our shareholders for their
continued support throughout the first half of FY 2023, and we look forward to
updating the market on Oncimmune's further progress periodically.
Alistair Macdonald
Dr Adam M Hill
Chairman
Chief Executive Officer
1. Sonpavde G, Freeman D, Adib E, Talal E, Thomas J, Nuzzo PV, Ravi A,
Tuff M, Mantia C, McGregor B, Berchuk J, Budde P, Abhari BA, Rupieper E,
Gajewski J, McDaid R, Schubert A-S, Kilian A, Bräutigam M, Zucht H-D, Ravi P.
Multiplexed autoantibody profiling to identify markers for clinical outcome of
Immune Checkpoint Inhibitors in metastatic Urothelial Carcinoma patients.
Mosbacher Kolloquium - Immune Engineering - from Molecules to Therapeutic
Approaches, March 2023.
2. Elisa M. Vuorinen, Mari L. Björkman, Reetta Virtakoivu, Juho Jalkanen,
Sofia Aakko, Akira Takeda, Petra Budde, Hans-Dieter Zucht, Manuel Brautigam,
Behnaz Ahangarianabhari, Petri Bono, Maija Hollmén. Exmarilimab induces
B-cell activation and autoantibody
production;https://www.abstractsonline.com/pp8/#!/10828/presentation/3192
(https://www.abstractsonline.com/pp8/#!/10828/presentation/3192) . Poster
presented at AACR Annual Meeting 14-19 April, 2023
3. Shrivastava D, Budde P, Onabajo O, Bräutigam M, Zucht HD, McBride J,
Bauer R, Chandler GS, Kuebler P. Profiling of the antibody response to viral
and bacterial antigens and its correlations with time-to-hospital discharge:
Covacta and Mariposa study. Poster abstract accepted for 106th annual meeting
of The American Association of Immunologists (AAI) 11.15 May, 2023
4. Budde P, Rodriguez Abreu D, Zucht HD, Shrivastava D, Kilian AL,
Hoglander E, Shoshkova S, Markovic M, Kaul M, Cardona JV, Chandler GS,
Mohindra R. Baseline autoantibody profiling in NSCLC patients with
pre-existing autoimmune diseases or who had received prior anti-PD-1 therapy
before enrolling in the TAIL study. Oral presentation for ASCO 2-6 June, 2023.
Chief Financial Officer's review
The Company's recognised revenue for the six months to 28 February 2023 was
£1.12M (FY 2022: £3.79M and May 2022 £3.86M). The value of the contracted
order book at ImmunoINSIGHTS is €3.5M as at 1 March 2023. Delays in the
delivery of samples from major contracts signed in the period has delayed
recognised revenue into the second half of H2 FY2023.
Gross profit for the period was £0.48M (FY 2022: £1.83M and May 2022
£1.46M).
Administrative expenses were £2.86M (FY 2022: £8.70M and May 2022 £7.05M)
which included £0.78M of depreciation and amortisation (FY 2022: £1.64M and
May 2022 £1.43M) which is non-cash. Furthermore, £1.08M of the period's
administrative expenses (which includes £0.56M of depreciation and
amortisation) relate to Oncimmune Limited and will be discontinued post the
Sale.
Research & development expenses were £0.69M (FY 2022: £1.85M and May
2022 £1.52M) of which £0.15M related to Oncimmune Limited which will be
discontinued post the Sale.
Share-based payments were £0.44M (FY 2022: £1.69M and May 2022 £1.80M)
which are non-cash.
Cash used in operating activities (pre-financing) for the period was £2.32M
(FY 2022: £6.69M and May 2022 £5.80M).
Loss after tax was £4.06M (FY 2022: £11.39M and May 2022 £9.51M). However,
post the Sale, the Company is expected to benefit from substantially lower
operating costs with the removal of Oncimmune Limited's administration and
research & development costs, which for the period were £1.23M.
Gross cash balance at the period end of £0.78M (FY 2022: £1.43M and May 2022
£2.53M) and net debt at the period end of £9.64M (FY 2022: £9.31M and May
2022 £8.16M). The gross cash balance and the net debt amount do not include
the proceeds from the Sale.
In May 2023, the Company sold the entire share capital in Oncimmune Limited
for £13M in cash, structured as consideration for equity and debt repayment,
of which £1.3M in cash is being held in escrow for 12 months in the event of
any claim by Freenome against the customary warranties and indemnity given to
Freenome in the sale and purchase agreement.
Separate from the Sale, ImmunoINSIGHTS and Freenome have signed a long-term
MSA, under which Freenome will leverage the ImmunoINSIGHTS discovery services
business to further accelerate Freenome's pipeline for multiple cancers, with
a guaranteed commitment by Freenome to purchase services from Oncimmune
Germany GmbH worth at least €1.14M per year, with revenue recognised and
paid on a quarterly basis. The MSA has an overall term of five years, with a
fixed initial term of two years and Freenome's option to extend for a further
three years on the same terms.
Oncimmune has an existing debt facility with IPF Management SA ("IPF
Partners") (the "IPF Facility") with an outstanding principal balance of
€11.6M prior to this Sale. In connection with the Sale, Oncimmune has agreed
to repay €7.2M (being €5.6M of principal and €1.6M of interest) of the
outstanding IPF Facility. Oncimmune has today entered into a new debt facility
(the "New IPF Facility") for the outstanding €6.0M in principal from the
previous IPF Facility under which the principal amount is repayable over the
next three years, with a principal repayments holiday for the first 12 months,
and with interest commencing from September 2023 on the same cash margin rate
as in the previous IPF Facility. Repayments under the New IPF Facility have
been profiled such that 40% (or €2.4M) of the €6.0M facility will be
repaid at the end of the agreement in March 2026.
The New IPF Facility is secured by fixed and floating charges over the assets
of Oncimmune and the shares in Oncimmune Germany GmbH and may be repaid at any
time, subject to an early repayment fee. The interest rate is 9% per annum
over 3-month EURIBOR (subject to a floor of 0%) and is payable quarterly.
Following payment of the €7.2M under the IPF Facility and other costs
associated with the Sale, the Company expects to have approximately £6.7M in
cash (which includes the £1.3M held in escrow as described above).
Reference was made in the audited results for the 15-month period ended 31
August 2022 to the Group's debt obligations giving rise to a material
uncertainty. The Board considers that the repayment of debt under the IPF
Facility, the repayment profile of the new IPF Facility, together with the net
proceeds from the Sale, removes any material uncertainty as regards going
concern.
Matthew Hall
Chief Financial Officer
Oncimmune Holdings plc
Consolidated income statement for the six months ended 28 February 2023
Unaudited Audited Unaudited
6 months to
15 months to
12 months to
28 February 2023
31 August 2022
31 May 2022
Notes £'000 £'000 £'000
Revenue 1,124 3,788 3,859
Cost of sales (645) (1,962) (2,402)
Gross profit 479 1,826 1,457
Administrative expenses (2,858) (8,702) (7,052)
Research and development expenses (690) (1,851) (1,517)
Share-based payment (440) (1,691) (1,800)
Total administrative expenses (3,988) (12,244) (10,369)
Other income 36 413 326
Operating loss (3,473) (10,005) (8,586)
Finance income - 8 -
Finance costs (578) (1,562) (943)
Finance costs - net (578) (1,554) (943)
Loss before income tax (4,051) (11,559) (9,529)
Income tax (expense)/credit (5) 173 17
Loss for the period/year (4,056) (11,386) (9,512)
Other comprehensive income
Items that may be subsequently reclassified to profit and loss, net of tax
Currency translation differences (54) (130) (384)
Loss after tax and total comprehensive income for the period/year attributable (4,110) (11,516) (9,896)
to equity holders
Loss per share:
Basic and diluted (pence) 3 (5.8p) (16.5p) (13.7p)
Oncimmune Holdings plc
Consolidated statement of financial position as at 28 February 2023
Unaudited Audited Unaudited
28 February 2023
31 August 2022
31 May
2022
Notes £'000 £'000 £'000
Assets
Non-current assets
Goodwill 1,578 1,578 1,578
Intangible assets 2,048 3,017 3,237
Property, plant and equipment 741 788 918
Right-of-use assets 146 552 627
Deferred tax asset 647 613 927
5,160 6,548 7,287
Current assets
Inventories 391 430 413
Trade and other receivables 1,436 1,340 6,219
Contract assets 110 417 808
Cash and cash equivalents 780 1,425 2,530
2,717 3,612 9,970
Total assets 7,877 10,160 17,257
Equity: Capital and reserves attributable to the equity holders
Share capital 741 695 695
Share premium 42,687 40,634 40,635
Merger reserve 31,883 31,882 31,882
Other reserves - - 5,894
Own shares (1,926) (1,926) (1,926)
Foreign exchange translation reserve 89 (42) (296)
Retained earnings (79,532) (75,422) (79,611)
Total equity (6,058) (4,179) (2,727)
Liabilities
Non-current liabilities
Borrowings 4,283 3,917 2,420
Other liabilities 2,000 2,000 2,000
Lease liability 111 295 352
Deferred tax 201 311 115
6,595 6,523 4,887
Current liabilities
Trade and other payables 927 1,176 1,963
Contract liabilities 381 180 5,180
Other statutory liabilities 2 34 40
Lease liability 226 321 443
Borrowings 5,804 6,105 7,471
7,340 7,816 15,097
Total liabilities 13,935 14,339 19,984
Total equity and liabilities 7,877 10,160 17,257
Oncimmune Holdings plc
Consolidated statement of cash flows for the six months ended 30 November 2021
Unaudited Audited Unaudited
6 months to
15 months to
12 months to
28 February 2023
31 August 2022
31 May
2022
£'000 £'000 £'000
Cash flow from operating activities
Loss before income tax (4,105) (11,559) (9,529)
Adjusted by:
Depreciation and amortisation 780 1,643 1,429
Lease modification (157) - -
Interest receivable (28) (8) -
Interest expense 508 1,562 943
Share-based payment charge 440 1,691 1,800
Foreign exchange movements - - 3
(2,562) (6,671) (5,354)
Changes in working capital:
(Increase)/decrease in inventories 39 (287) (270)
Decrease/(increase) in trade and other receivables 177 629 253
(Decrease)/increase in trade and other payables 30 (363) (428)
Cash used in operating activities (2,316) (6,692) (5,799)
Interest paid (442) (597) (169)
Interest received 28 8 -
Income tax (paid)/received (5) 409 (243)
Deferred tax adjustment (110) - -
Net cash used in operating activities (2,845) (6,872) (6,211)
Cash flow from investing activities
Purchase of property, plant and equipment (25) (306) (504)
Disposal/(purchase) of intangible assets 667 (625) -
Payment of deferred consideration (110) - -
Net cash (used in)/generated from investing activities 532 (931) (504)
Cash flow from financing activities
Net funds raised through share issues 2,099 141 142
Loan advances - 2,546 3,345
Loan repayments - (1,643) (2,347)
Principal elements of lease repayments (122) (392) (153)
Net cash (used in)/generated from financing activities 1,977 652 987
Net (decrease)/increase in cash and cash equivalents (336) (7,151) (5,728)
Movement in cash attributable to foreign exchange (309) (55) (375)
Cash and cash equivalents at the beginning of the period 1,425 8,631 8,631
Cash and cash equivalents at the end of the period 780 1,425 2,528
NOTES TO THE INTERIM FINANCIAL STATEMENTS
1. General information
The principal activity of Oncimmune Holdings plc (the "Company") and its
subsidiaries (together, the "Group") is that of autoantibodies profiling to
the pharmaceutical and biotechnology industry, specifically in the areas of
immune-oncology, autoimmune disease and infectious diseases, and the research
and development of autoantibody for the early detection of very wide range of
solid cancers, in partnership with Freenome. The Company is incorporated and
domiciled in the United Kingdom. The address of its registered office is 1
Park Row, Leeds, United Kingdom, LS1 5AB. The registered number is 09818395.
As permitted, this Interim Report has been prepared in accordance with the AIM
rules and not in accordance with IAS 34 "Interim Financial Reporting".
This Consolidated Interim Report and the financial information for the six
months ended 28 February 2023 does not constitute full statutory accounts
within the meaning of section 434 of the Companies Act 2006 and are unaudited.
This unaudited Interim Report was approved by the Board of Directors on 19 May
2023.
The consolidated interim financial statements are presented in Sterling and
have been rounded to the nearest thousand (£'000).
The consolidated financial statements are prepared under the historical cost
convention.
The Group's financial statements for the period ended 31 August 2022 have been
filed with the Registrar of Companies. The Group's auditor's report on these
financial statements was unqualified and did not contain a statement under
section 498 (2) or (3) of the Companies Act 2006.
Electronic communications
The Company is not proposing to distribute hard copies of this Interim Report
for the six months ended 28 February 2023 unless specifically requested by
individual shareholders.
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, United Kingdom, LS1 5AB or by email: info@oncimmune.com
2. Events after the reporting period
Oncimmune has sold the entire share capital in Oncimmune Limited and Oncimmune
Europe GmbH for £13M in cash, structured as consideration for equity and debt
repayment, of which £1.3M in cash is being held in escrow for 12 months in
the event of any claim by Freenome against the customary warranties and
indemnity given to Freenome in the sale and purchase agreement.
Oncimmune has an existing debt facility with IPF Management SA ("IPF
Partners") (the "IPF Facility") with an outstanding principal balance of
€11.6M prior to this Sale. In connection with the Sale, Oncimmune has agreed
to repay €7.2M (being €5.6M of principal and €1.6M of interest) of the
outstanding IPF Facility. Oncimmune has today entered into a new debt facility
(the "New IPF Facility") for the outstanding €6.0M in principal from the
previous IPF Facility under which the principal amount is repayable over the
next three years, with a principal repayments holiday for the first 12 months,
and with interest commencing from September 2023 on the same cash margin rate
as in the previous IPF Facility. Repayments under the New IPF Facility have
been profiled such that 40% (or €2.4M) of the €6.0M facility will be
repaid at the end of the agreement in March 2026.
The New IPF Facility is secured by fixed and floating charges over the assets
of Oncimmune and the shares in Oncimmune Germany GmbH and may be repaid at any
time, subject to an early repayment fee. The interest rate is 9% per annum
over 3-month EURIBOR (subject to a floor of 0%) and is payable quarterly.
Following payment of the €7.2M under the IPF Facility and other costs
associated with the Sale, the Company expects to have approximately £6.7M in
cash (which includes the £1.3M held in escrow as described above). Reference
was made in the audited results for the 15-month period ended 31 August 2022
to the Group's debt obligations giving rise to a material uncertainty. The
Board considers that the repayment of debt under the IPF Facility, the
repayment profile of the new IPF Facility, together with the net proceeds from
the Sale, removes any material uncertainty as regards going concern.
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