REG - Oxford BioDynamics - Preliminary Results and Notice of AGM
28/02/2025 07:15
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250228:nRSb7974Ya&default-theme=true
RNS Number : 7974Y Oxford BioDynamics PLC 28 February 2025
Oxford Biodynamics Plc
("OBD" or the "Company" and, together with its subsidiaries, the "Group")
Preliminary results for the year ended 30 September 2024
and
Notice of Annual General Meeting
Oxford, UK - 28 February 2025 - Oxford BioDynamics Plc (AIM: OBD), a precision
clinical diagnostics company bringing specific and sensitive tests to the
practice of medicine based on its EpiSwitch® 3D genomics platform, today
announces its final results for the year ended 30 September 2024.
Corporate and operational highlights
§ CPT-PLA Code issued for EpiSwitch PSE Test, allowing reimbursement by US
insurers
§ Opening of UK Clinical Laboratory
§ Development of EpiSwitch SCB diagnostic test for canine cancers
§ Development of EpiSwitch NST diagnostic test for colorectal cancer and
polyps
Financial highlights
§ Revenue of £0.6m (FY23: £0.5m)
§ Other operating income of £0.5m (FY23: £0.8m)
§ Operating loss of £12.9m (FY23: £10.2m)
§ Fundraising generating £9.9m (before costs) (April 2024)
§ Cash and cash equivalents and fixed-term deposits of £2.8m as at 30
September 2024 (FY23: £5.3m)
Post-year end highlights
§ Fundraising generating £7.35m (before costs) to fund the ongoing business
(January 2025)
§ Appointment of Iain Ross as Executive Chairman (January 2025)
§ Real-world data on EpiSwitch CiRT in liver and GI cancers presented at
ASCO-GI (January 2025)
§ Peer-reviewed publication of research supporting OBD's EpiSwitch NST for
colorectal cancer (February 2025)
§ Distribution agreement with largest private healthcare provider in Romania,
Regina Maria (February 2025)
§ Visit to OBD's Oxford HQ by former UK Prime Minister, Rt Hon Rishi Sunak in
his role as an Ambassador for Prostate Cancer Research (February 2025)
Iain Ross, Executive Chairman of OBD said:
"Notwithstanding the developments and challenges this business has faced over
the past year, I believe our world-class clinical tests and pipeline assets
remain potentially very valuable. With the support of shareholders our
immediate focus is on seeking further meaningful partnerships and
collaborations with diagnostic and pharmaceutical companies and increasing
direct sales as a route to achieving sustainable commercial success. We are
well aware we need to demonstrate clear and rapid progress in order to deliver
a substantial increase in shareholder value."
Notice of Annual General Meeting
The Company's Annual General Meeting will be held at 3140 Rowan Place, John
Smith Drive, Oxford Business Park South, Oxford, OX4 2WB, UK on 28 March 2025
at 10.00 am.
The information included in this announcement is extracted from the Annual
Report, which was approved by the Directors on 27 February 2025. Defined terms
used in the announcement refer to terms as defined in the Annual Report unless
the context requires otherwise. This announcement should be read in
conjunction with, and is not a substitute for, the full Annual Report.
The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014 which is part of domestic UK law pursuant to the Market Abuse
(Amendment) (EU Exit) Regulations (SI 2019/310) ("UK MAR"). Upon the
publication of this announcement, this inside information (as defined in UK
MAR) is now considered to be in the public domain.
-Ends-
For further details please contact:
Oxford BioDynamics Plc Tel: +44 (0)1865 518910
Iain Ross Executive Chairman
Paul Stockdale, CFO
Shore Capital - Nominated Adviser and Broker Tel: +44 (0)20 7408 4090
Advisory: Stephane Auton / Lucy Bowden
Broking: Fiona Conroy
OAK Securities - Joint Broker Tel: +44 (0)20 3973 3678
Jerry Keen / Henry Clarke / Damion Carruel
WG Partners - Joint Broker Tel: +44 (0)20 3705 9330
David Wilson / Claes Spång / Satheesh Nadarajah / Erland Sternby
Camarco - Financial PR Tel: +44 (0)20 3757 4980
Marc Cohen / Tilly Butcher / Fergus Young OBDFinancial@camarco.co.uk
Executive Chairman's letter to shareholders
Background
On 16 December 2024, following an approach from the Oxford BioDynamics Board,
I joined the Group, agreeing to do so on the basis that Vulpes Testudo Fund
would provide a shareholder loan to the business for up to £1m whilst an
immediate emergency fundraising was undertaken. I agreed to lead the
fundraising because it was clear to me that this business has some potentially
very valuable assets, which provide highly effective and unique solutions to
health problems affecting millions of people worldwide, and some first-rate
personnel. However, I believe mistakes had been made over the recent past that
have contributed to a failure to deliver shareholder value.
I am pleased to report that in early January 2025 the Company announced it had
raised £7.35 million (before expenses) and, following shareholder approval at
the General Meeting held on 31 January 2025, I was appointed to the Board as
Executive Chairman.
To start with, I want to thank our existing shareholders, many of whom,
understandably, voiced their frustration and disappointment during the
roadshow regarding the Company's progress. Your continued support is
appreciated. I also want to warmly welcome the new investors who have joined
the register.
Focus and Realism
My remit is to turn this business around, recognising its valuable assets and
its potential to become a significant player in the international diagnostics
market. The challenge is to bring some focus and realism into the way we
operate going forward and ensure we avoid the financial position in which the
Group found itself at the end of 2024. I don't intend to comment on how this
situation arose: a summary of the year ended 30 September 2024 is provided in
the financial review which follows.
In terms of focus and realism, one immediate aspect to which I would draw your
intention is that, whilst recognising our intellectual property (IP) remains
critical and is a bedrock of this business, we have included in the financial
statements the impairment of selected patent assets, reflecting the decision
to focus short-term resources on the Group's most advanced assets. I want to
recognise the scientific excellence within the Company which has provided us
with a valuable portfolio of assets, each of which is cutting edge and could
result in improving and saving patients' lives. However, I also recognise
that, in order to achieve our objectives, we must be financially pragmatic
going forward.
Where do we go from here?
As Executive Chairman, my ultimate objective is to structure and operate the
business to optimise shareholder value. In conjunction with the management
team, I am undertaking a review of the operational aspects of the business in
order to make it more commercially focused and market orientated.
There will undoubtedly be some difficult decisions to make and along with a
careful review of the current cost base, my goal is to ensure the business is
'fit for purpose' and well-positioned for success. To date there have been
aspects of the business where the Group has had to take a "go it alone"
approach, particularly in the USA, to drive adoption which is laudable, but in
my opinion difficult to sustain for a business of our size. I recognise that
whilst many good things have been achieved, the Group's commercial goals in
terms of test sales have proven unrealistic and not been delivered.
Partnership & Collaboration
Going forward, the company intends to focus more on establishing partnerships
and collaborations, across all geographies, as a way of securing commercial
and financial success. As necessary, we are prepared to sacrifice upfront
value, enter early partnerships and thereby increase the probability of
success by working with third parties to accelerate the commercialisation of
our assets. If we need to out-license a key asset or enter into an early-stage
collaboration to share costs and fund this business, we will do, as we work
towards our mission of creating and enhancing sustainable shareholder value. I
am acutely aware of the risk and rewards associated with entering into
partnerships, but I am also fully aware that our shareholders are looking for
a return on their investment and to date, this has been sadly lacking.
At the time of writing, we are not ruling out anything and by way of example
we are carefully weighing up the pros and cons of the competitive environment
in which we operate, the current commercialisation strategy, and the urgent
need for third-party validation. I recognise that OBD's 3D genomics
KnowledgeBase and the contacts established with pharma and biotech partners
over the years since the Company's inception offer significant potential
value, but we need to accelerate the exploitation of this to our advantage.
To be clear, we are not starting with an empty page as there have been, and
are, many good leads and ongoing third-party discussions. However, I intend to
instil focus and a sense of urgency into the business to bring these
opportunities to fruition. Whilst generating increasing revenue is an absolute
priority, we will also seek to raise the external profile and awareness of
Oxford BioDynamics and its assets amongst all facets of society including the
scientific, academic, governmental and industrial communities and, where
applicable, the general public.
In the last month we have seen the results of a multi-institutional clinical
study published in the peer reviewed journal 'Cancers' confirming the efficacy
of OBD's EpiSwitch(®) blood-based No-Stool Test (NST) for accurate detection
of early-stage colorectal cancer and pre-cancerous polyps; the announcement of
a commercial partnership with Regina Maria, Romania's largest private
healthcare provider, serving 5 million patients and a highly publicised visit
by Prostate Cancer Research's new ambassador the Right Honourable Rishi Sunak
MP to our facilities in Oxford.
Board Evolution & Independence
There is little doubt that the last twelve months has been very challenging
for the OBD Board and Management as well as the Group as a whole and as we
move forward, we need to recognise the efforts of those concerned. The Board,
chaired by Matthew Wakefield, has, for the last four years, been unstinting in
its efforts to support Management and raise funding for the business.
Matthew, in particular, has dedicated himself to steering the Company through
some turbulent times in the recent past, but he has indicated, having
recruited me and played his part in the recent successful fundraising, that
now is the right time for him to step down from the Board prior to the
forthcoming AGM at which the directors will be re-elected. I want to thank
Matthew personally and on behalf of the Company for all his efforts, for
recruiting me and for agreeing to assist me with the ongoing transition.
As I said on the fundraising roadshow - as Executive Chairman I want provide
shareholders with optionality going forward such that they can decide either
to continue to build and invest in the business or exit it for its true value
in due course. The reality is that Oxford BioDynamics is a small player,
albeit with a big ambition, but it has yet to prove its worth. I look forward
to working with the Board, the management team, the staff and all stakeholders
to realise true market value for the Company.
Iain G Ross
Executive Chairman
Oxford BioDynamics Plc
27 February 2025
Financial review
The Group's performance in the year ended 30 September 2024 and its position
at that date reflected slower growth in revenues than expected following the
launch of the EpiSwitch PSE test in September 2023 and increased fixed costs
as a result of the Group's investment in staff and marketing to support its
test products. This investment did not generate sufficiently rapid growth in
sales to reassure the market and ultimately the Company's revenues from sales
of its tests, whilst increased compared to the prior year, were too low to
prevent the urgent need for the recent highly dilutive fundraising. The
Group's loss before tax for the year ended 30 September 2024 was £11,956,000
(2023: £11,411,000).
EpiSwitch PSE
The Group's EpiSwitch PSE test was launched shortly before the start of the
year ended 30 September 2024. During the year more than 700 tests were ordered
by c.400 organisations worldwide. Post-year end orders have continued to
increase, with over 500 tests sold in the four-month period to the end of
January 2025.
The test is performed in OBD's CLIA(†)- and ISO-accredited clinical
laboratories in the US and UK respectively.
Following the launch of the test, the Group invested in targeted online
marketing which, alongside a small sales team, would support PSE. From August
2024, this team was supported by the internal transfer of a number of sales
managers who had previously been concentrating on growing sales of EpiSwitch
CiRT. The level of spend on online advertising for PSE was significantly
reduced shortly after the year end and the Group is continuing to monitor the
impact of this reduction on sales of the test, particularly to new clinics or
doctors.
EpiSwitch PSE benefits from:
· a unique CPT-PLA(‡) code (0433U), enabling reimbursement by US
insurers. Reimbursement for the test is regularly received from a growing
number of US insurers including Medicare, Humana, United Healthcare and Aetna.
· distribution agreements with Goodbody Clinic in the UK, KZT in Turkey
and Regina Maria in Romania
· direct agreements with organisations and concierge clinics that pay
for the test on a 'cash pay' basis, such as The London Clinic in the UK and
Doctors Studio in the US
· endorsement from key opinion leaders such as Garret Pohlman, MD. Dr
Pohlman has used over 175 PSE tests to date, sharing real world evidence of
how he has used the test in his Nebraska clinic in early January 2025. Dr
Pohlman estimates that since adopting the test he has been able to reduce the
number of biopsies performed in his clinic by 50% and streamlined his clinical
practices
Sufficiently rapid, significant growth in the number of PSE orders is most
likely to arise from agreements that can generate large volumes without
investment by the Group in, for example, large sales teams. To this end, the
Group is focusing on seeking both agreements with large customers (such as UK
insurers) and distribution partners for the test. The company has reached a
commercial agreement with Regina Maria Private Health Network in January 2025,
Romania's largest private healthcare provider, serving 5 million patients, to
provide access to both EpiSwitch PSE and EpiSwitch CiRT tests.
The potential for PSE to be used as part of a screening programme for prostate
cancer was highlighted in a recent Prostate Cancer Research (PCR) report.
Analysis by PCR and Deloitte in the report suggested that a population-wide
screening programme utilising a test such as PSE alongside PSA and before MRI
and biopsy would deliver net benefits (to individuals, the health and care
sector and society as a whole).
EpiSwitch CiRT
EpiSwitch CiRT accurately identifies patients who will respond to immune
checkpoint inhibitor (ICI) therapy with a binary result (responder vs.
non-responder), supporting oncologists in first-line treatment planning and
making more informed treatment decisions when no benefit or disease
progression is observed, or adverse events occur. The test can also identify
as candidates for ICI therapy patients for whom other options have been
exhausted or who other less accurate tests suggest will not respond to
treatment with an ICI.
CiRT was launched in February 2022, with initial orders coming from early
adopter oncologists. The Group initially focused on growing sales through
'peer-to-peer' marketing, facilitated by a team of salespeople. This approach
had limited success relative to the costs incurred, but did generate initial
evidence of the use and utility of the test. During the year, following the
appointment of Dr Ryan Mathis to lead the CiRT vertical, the Group adapted its
approach for growing CiRT in two main ways:
· Inclusion in US physicians' guidelines (such as those of the National
Comprehensive Cancer Network (NCCN)), which will be key to generating wider
uptake of the test. To support an application for CiRT's inclusion in the NCCN
Guidelines, the Group initiated the PROWES Registry Study, a prospective
observational study involving up to 2,500 patients at up to 12 sites across
the US. The Group is able to claim reimbursement for tests processed for
patients enrolled into the study as normal under the test's unique
CPT-PLA(‡) code but also incurs additional per-patient and per-site costs in
the administration of the study.
· With the majority of CiRT orders now coming from sites participating
in PROWES, the Group was able to reallocate several members of the CiRT sales
team to work on PSE, from September 2024.
The Group is currently developing an early application for guideline inclusion
and in this context was pleased to note the presentation of real-world
evidence of the clinical utility of CiRT in a cohort of patients with liver
(hepatocellular) and gastrointestinal (GI) cancers by Georgetown University
Medical Center at the American Society of Clinical Oncology Gastrointestinal
Cancers Symposium (ASCO-GI) in January 2025.
There were over 670 CiRT orders in the year ended 30 September 2024. This
represented a 30% increase on the prior year. However, as noted above, most
volume currently comes from sites onboarded to the PROWES study.
CiRT tests are currently processed in the CLIA-accredited facilities of the
Group's partner laboratory, Next Molecular Analytics, and in the Group's UK
clinical laboratory.
Financial performance
Together, sales of the Group's clinical tests generated revenues of £0.4m
(2023: £0.2m). Revenue from tests reimbursed by US insurers has effectively
been recognised only on final receipt, which delays revenue recognition
relative to test performance and cost of sales. Total revenues in the period
were £0.6m (2023: £0.5m).
Other operating income was £0.5m (2023: £0.8m), arising from the Group's two
Partnership for Advancing Cancer Therapies (PACT) Awards and its participation
in the EU-funded HIPPOCRATES consortium (psoriasis and psoriatic arthritis).
Overall, the Group's cost base was increased, reflecting additional marketing
spend to support PSE and increased headcount, typically in higher cost
US-based roles. Higher base salaries were offset by not paying bonuses in
respect of the year, such that total staff costs were 1.7% higher than the
prior year at £5.5m (2023: £5.4m) even though headcount increased by 13%.
Post year-end, the Group reduced headcount in the US and UK as part of its
cost-saving activities.
Higher depreciation and amortisation (£1.5m, 2023: £1.4m) was driven
primarily by the full-year impact of the Group's US clinical laboratory (the
UK clinical lab commissioned during the period is in the Group's existing UK
office and lab building). Non-cash share option charges were increased at
£0.5m (2023: £0.3m), mainly as a result of a significant option award to the
former Chief Executive Officer during the period. There was a modest increase
in the amount spent on lab consumables in internal R&D (£0.8m, 2023:
£0.75m).
As noted in the Executive Chairman's message and described in more detail in
Note 2 to the financial statements, an impairment charge of £0.9m has been
recognised in respect of certain families of patents that were previously
capitalised. The write-down reflects the limited resources available for the
near-term commercialisation of the patents concerned, although to date no
decisions have been taken to abandon any of them. The position will be
reviewed at subsequent reporting dates.
The significant fair value gain on financial liabilities of £1.4m (2023: fair
value loss of £1.2m) arises on the estimation of the fair value of the
warrants issued by the Company in 2021 and is driven mainly by the reduction
in the share price over the year.
Finance income (unchanged at £0.1m, 2023: £0.1m) reflected higher receipts
from bank deposits costs, offset by lower foreign exchange gains. Finance
costs were increased at £0.5m (2023: £0.2m), driven mainly by foreign
exchange losses.
Cash
Cash and term deposits at 30 September 2024 were £2.8m (30 September 2023:
£5.3m), broadly reflecting £9.1m in net receipts from the equity fundraising
in April 2024, the Group's operating cash outflow for the year of £10.6m
(2023: £9.1m), net tax receipts of £0.4m (2023: £0.8m), capital expenditure
of £0.6m (2023: £0.7m) and lease payments of £0.8m (2023: £0.9m).
Capital expenditure during the period mainly comprised spend on patents to
support and expand the Company's intellectual property portfolio as well as
development costs for the Group's clinical order management system. Property
plant and equipment additions were limited, with some spend on lab equipment
in the Group's CLIA-accredited lab in Frederick, MD, as well as purchases of
office equipment for new starters.
Following the year end the Group benefited from an interest-free, unsecured,
subordinated loan facility of up to £1m, from Vulpes Testudo Fund (which is
controlled by Non-Executive Director Stephen Diggle and which, together with
the Vulpes Life Sciences Fund is a significant shareholder in the Company).
This facility was critical in permitting the Company to complete the recent
equity fundraising referred to in the Executive Chairman's letter. As
permitted by the terms of the loan, it was subsequently settled through the
issuing of new ordinary shares to Vulpes Testudo Fund as part of the
fundraising.
The Group enters the remainder of 2025 with replenished but limited cash
resources. The Directors have concluded, as was the case at the previous year
end, that material uncertainties exist which may cast significant doubt on the
Group and Company's ability to continue as a going concern. Stakeholders'
attention is drawn to the more detailed commentary on the Directors'
assessment of the reasonableness of continuing to adopt the going concern
assumption in the preparation of the accounts in Note 2.
Paul Stockdale
Chief Financial Officer
Oxford BioDynamics Plc
27 February 2025
† CAP-CLIA regulated laboratories are accredited by the College of American
Pathologists as being compliant with the Clinical Laboratory Improvement
Amendments, 1988 (42 CFR, Part 493).
‡ A Current Procedural Terminology - Proprietary Laboratory Analysis
(CPT-PLA) code is used in the US to report medical and diagnostic services to
entities such as health care professionals and payors.
CONSOLIDATED INCOME STATEMENT
YEAR ENDED 30 SEPTEMBER 2024
2024 2023
£000 £000
Continuing operations Note
Revenue 3 636 510
Cost of sales (347) (244)
Gross profit 289 266
Admin expenses comprising:
Research & development costs (excluding staff costs) (809) (758)
Staff costs (5,495) (5,403)
General & other admin costs (4,479) (3,411)
Share option charges (514) (332)
Depreciation and amortisation (1,466) (1,357)
Impairment loss on intangible assets (896) -
Total admin expenses (13,659) (11,261)
Other operating income 4 476 827
Operating loss (12,894) (10,168)
Fair value gain / (loss) on financial liabilities designated as FVTPL 12 1,349 (1,246)
Gain reclassified to profit or loss on disposal of foreign operation - 113
Finance income 112 103
Finance costs (523) (213)
Loss before tax (11,956) (11,411)
Income tax 389 585
Loss for the year from continuing operations 6 (11,567) (10,826)
Loss attributable to:
Owners of the Company (11,567) (10,826)
Non-controlling interest - -
(11,567) (10,826)
Earnings / (loss) per share
From continuing operations
Basic and diluted (pence per share) 7 (4.5) (7.3)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 30 SEPTEMBER 2024
2024 2023
£000 £000
Note
Loss for the year 6 (11,567) (10,826)
Exchange differences on translation of foreign operations that may be 255 (182)
reclassified to the income statement
Total comprehensive income for the year (11,312) (11,008)
Total comprehensive income attributable to:
Owners of the Company (11,312) (11,008)
Non-controlling interest - -
(11,312) (11,008)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024
2024 2023*
£000 £000
Assets Note
Non-current assets
Intangible assets 8 1,351 1,913
Property, plant and equipment 9 1,762 2,238
Right-of-use assets 10 3,949 4,759
Deferred tax asset - 50
Total non-current assets 7,062 8,960
Current assets
Inventories 321 274
Trade and other receivables 1,385 957
Current tax receivables 513 686
Fixed-term deposits 1,000 -
Cash and cash equivalents 1,827 5,250
Total current assets 5,046 7,167
Total assets 12,108 16,127
Equity and liabilities
Capital and reserves
Share capital 11 3,119 2,023
Share premium 40,149 32,144
Translation reserves 192 (63)
Share option reserve 3,017 2,776
Retained earnings (42,119) (30,825)
Total equity 4,358 6,055
Current liabilities
Trade and other payables 1,506 1,707
Warrant liability 11 1,360
Lease liabilities 1,046 818
Current tax liabilities - 116
Total current liabilities 2,563 4,001
Non-current liabilities
Lease liabilities 4,694 5,621
Provisions 486 440
Deferred tax 7 10
Total non-current liabilities 5,187 6,071
Total liabilities 7,750 10,072
Total equity and liabilities 12,108 16,127
*See Note 2 for details of change in presentation of comparative information
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended 30 September 2024
Share Share premium Transla- Share Retained Attribu-
capital tion option earnings table to
reserve reserve share-
holders
£000 £000 £000 £000 £000 £000
At 1 October 2023 2.023 32.144 (63) 2,776 (30,825) 6,055
Loss for the year - - - - (11,567) (11,567)
Other comprehensive income for the period - - 255 - - 255
Total comprehensive income for the period - - 255 - (11,567) (11,312)
Subscription for new shares 1,096 8,764 - - - 9,860
Transaction costs for new shares - (759) - - - (759)
Share option credit - - - 514 - 514
Lapse of vested share options - - - (273) 273 -
At 30 September 2024 3,119 40,149 192 3,017 (42,119) 4,358
Year ended 30 September 2023
Share Share premium Transla- Share Retained Attribu-
capital tion option earnings table to
reserve reserve share-
holders
£000 £000 £000 £000 £000 £000
At 1 October 2022 1,004 19,020 119 3,154 (20,709) 2,588
Loss for the year - - - - (10,826) (10,826)
Other comprehensive income for the period - - (182) - - (182)
Total comprehensive income for the period - - (182) - (10,826) (11,008)
Subscription for new shares 1,019 14,368 - - - 15,387
Issue of warrants to subscribe for new shares - - - - - -
Transaction costs for new shares - (1,244) - - - (1,244)
Share option credit - - - 332 - 332
Lapse of vested share options - - - (710) 710 -
At 30 September 2023 2,023 32,144 (63) 2,776 (30,825) 6,055
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED 30 SEPTEMBER 2024
2024 2023
£000 £000
Note
Loss before tax for the financial year 6 (11,956) (11,411)
Adjustments to reconcile loss for the year to net operating cash flows:
Net interest 113 141
Loss on disposal of property, plant and equipment - 4
Depreciation of property, plant and equipment 9 550 548
Depreciation of right-of-use assets 10 745 663
Amortisation of intangible assets 8 171 146
Impairment loss on intangible fixed assets 896 -
Net foreign exchange movements 293 (122)
Movement in provisions 46 16
Share based payments charge 514 332
Fair value loss / (gain) on financial liabilities (1,349) 1,246
Working capital adjustments:
Increase in trade and other receivables (427) (448)
(Increase) / decrease in inventories (47) 63
Decrease in trade and other payables (167) (286)
Operating cash flows before interest and tax paid (10,618) (9,108)
R&D tax credits received 684 896
Tax paid (238) (82)
Net cash used in operating activities (10,172) (8,294)
Investing activities
Interest received 110 71
Purchases of property, plant and equipment (80) (250)
Purchases of intangible assets (515) (466)
(Increase) / decrease in term deposits (1,000) 25
Net cash used in investing activities (1,485) (620)
Financing activities
Interest paid (225) (213)
Repayment of lease liabilities (622) (723)
Acquisition of minority interest shares in subsidiary entity - -
Issue of equity shares and warrants 9,860 15,387
Transaction costs relating to issue of equity shares (759) (1,244)
Net cash generated by financing activities 8,254 13,207
Net (decrease) / increase in cash and cash equivalents (3,403) 4,293
Foreign exchange movement on cash and cash equivalents (20) (17)
Cash and cash equivalents at beginning of year 23 5,250 974
Cash and cash equivalents at end of year 1,827 5,250
1. Corporate information
Oxford Biodynamics plc is a public limited company incorporated in the United
Kingdom, whose shares were admitted to trading on the AIM market of the London
Stock Exchange on 6 December 2016. The Company is domiciled in the United
Kingdom and its registered office is 3140 Rowan Place, John Smith Drive,
Oxford Business Park South, Oxford, OX4 2WB. The registered company number is
06227084 (England & Wales).
The Group is primarily engaged in the commercialization of proprietary
molecular diagnostics products and biomarker research and development.
2. Basis of the announcement
Basis of preparation
The final results for the year ended 30 September 2024 were approved by the
Board of Directors on 27 February 2025. The final results do not constitute
full accounts within the meaning of section 434 of the Companies Act 2006 but
are derived from audited accounts for the year ended 30 September 2024 and the
year ended 30 September 2023.
This announcement is prepared on the same basis as set out in the audited
statutory accounts for the year ended 30 September 2024. The accounts for the
years ended 30 September 2024 and 30 September 2023, upon which the auditors
issued unqualified opinions, also had no statement under section 498(2) or (3)
of the Companies Act 2006. The auditors' report includes reference to the
material uncertainties relating to going concern. See below for more details
of the going concern assessment performed by the Board of Directors.
While the financial information included in this results announcement has been
prepared in accordance with the recognition and measurement criteria of
International Financial Reporting Standards in conformity with the Companies
Act 2006 (IFRS), this announcement does not in itself contain sufficient
information to comply with IFRS.
Reporting currency
The consolidated financial statements are presented in pounds sterling (GBP),
which is also the Company's functional currency.
Disclosure of tax receivable
The Directors have reviewed the previous disclosure of tax receivable and, in
order to comply with the requirements of IAS 1 'Presentation of Financial
Statements', have represented the relevant balances separately in the Group
and Company statements of financial position. There is no impact on any asset
subtotals in either the current or prior year as a result of this additional
disclosure.
Going concern
In assessing the appropriateness of adopting the going concern assumption, the
Group and Parent Company has prepared a detailed financial forecast ("the
Baseline Forecast") covering the period ending 31 March 2026. The Baseline
Forecast includes:
· estimates of likely revenue arising from EpiSwitch PSE and
EpiSwitch CiRT;
· anticipated revenues from contracts with pharmaceutical partners;
· operating costs reflecting the current cost base including
recently initiated cost-saving actions;
· capital expenditure, primarily to maintain and extend the Group's
patent estate.
Revenue for the year ended 30 September 2024 was slightly increased compared
to the previous year, but the Group remained lossmaking, with increased costs
and operating loss compared to the prior year.
The Group was able to maintain its cash reserves during the year, including
through a placing, subscription and PrimaryBid offer of new ordinary shares
issued in April 2024 that raised £9.9m before expenses. Although sales of the
Group's proprietary tests increased over the year to 30 September 2024, this
was more than offset by higher operating expenses and the Group required
additional cash resources by early in the first quarter of 2025. There was a
significant reduction in the Company's share price over the year ended 30
September 2024 and this trend continued after the year end.
In October 2024, the Board announced that it had initiated a number of
cost-saving actions and a review of the strategic options open to the Company.
Following the announcement of the appointment of Iain Ross as Executive
Chairman, the Company successfully raised a total of £7.35m before expenses
in January 2025.
Under this new leadership, the Company has indicated that it will operate with
a renewed focus on partnerships, collaboration and licensing in order to
monetise the Group's assets. To that end, the Group is currently involved in
discussions, at various stages of development with multiple interested
parties.
In addition to the Baseline Forecast, the Group and Parent Company has
prepared an "Upside Forecast" that reflects the Directors' intention to agree
partnerships, collaborations and/or licensing over the remainder of 2025. In
addition, the Upside Forecast also reflects higher sales of the EpiSwitch PSE
test than the Baseline Forecast, which are expected to arise from agreements
with new distributors and/or expansion of coverage of the test by UK private
health insurers.
As noted in the Executive Chairman's report, Iain Ross is currently leading a
review of all of the Group's operations and expects to share the outcome of
that review along with further progress around the time of the Company's
annual general meeting in March 2025. Any additional potential cost reduction
actions that may be taken as a result of this review have not been reflected
in the Upside Forecast.
In the scenario reflected in the Baseline Forecast, the Company would need to
generate additional funding during the final quarter of 2025. Should this
forecast not be met (in a downside scenario) the quantum of any additional
funding may need to be increased and/or the timing accelerated. With the
income reflected in the Upside Forecast, cash resources would be expected to
last beyond 31 March 2026.
Whilst the Board considers that the Upside Forecast represents a reasonable
estimate of the Group's potential performance over the period to 31 March
2026, for the purposes of their assessment as to whether the Group and Parent
Company would be able to continue as a going concern, the Directors referred
to the Baseline Forecast.
In the Baseline Forecast, in the absence of income from partnership,
collaboration or out-licensing, the availability of additional funding to
enable the Group and Parent Company to continue as a going concern would be
expected to depend on the Group having demonstrated either significant
progress towards such a partnership, collaboration or out-licensing agreement
or materially increased sales of its proprietary tests. The Directors expect
that it will be possible to demonstrate such progress, but draw attention to
significant uncertainties inherent in the preparation of the Baseline
Forecast. As in the prior year, these primarily relate to balances associated
with the revenue / income cycle, since most of the Group's costs are
reasonably predictable. These uncertainties include volumes of orders of the
Group's tests; the proportion of PSE test sales that are covered by US health
insurance; reimbursement rates and timing of the reimbursement cycle (and
consequent impact on the Group's working capital); and the number and value of
new agreements with pharma/biotech customers.
As noted above, the Company raised a total of £7.35m (before expenses) from
new and existing shareholders after the year end in January 2025. Whilst the
fundraise was successful, it was carried out at a historically low issue price
per share and involved significant dilution for non-participating
shareholders. There is no guarantee that the Company will be able to access
further cash resources from investors in future.
These conditions (that is, the uncertainties relating to revenue generation
and the ability to raise further funds) represent material uncertainties which
may cast significant doubt on the Group and Parent Company's ability to
continue as a going concern and, therefore, it may be unable to realise its
assets and discharge its liabilities in the normal course of business.
Notwithstanding these material uncertainties, based on all the above
considerations, the Directors confirm that they have a reasonable expectation
that the Group and Company has adequate resources to continue in operational
existence for the foreseeable future, being the period to 31 March 2026.
Accordingly, the Directors continue to adopt the going concern basis of
preparation of the Group and Company financial statements.
Critical judgements in applying the Group's accounting policies
The following are the critical judgements that the Directors have made in the
process of applying the Group's accounting policies and that have the most
significant effect on the amounts recognized in the consolidated financial
statements.
Treatment of revenue arising from test sales reimbursed by US insurance payors
The Group recognises revenue when or as the relevant performance obligations
in its contracts with customers are completed. Sales of the Group's
proprietary tests can be paid for by patients, payors with whom the Group has
direct agreements in place, or by US insurers through the reimbursement
process. In this final case, the Group may obtain an acknowledgement of
financial responsibility from a patient before processing a test.
EpiSwitch® CiRT and PSE tests were regularly reimbursed by several US
insurers throughout the year, for a range of amounts, and this has continued
post-year end. The amount received is influenced by several factors, including
the terms of individual patients' policies such as requirements for
co-payment, the price listed for the test, if any, in the Centers for Medicare
and Medicaid Services (CMS) Clinical Laboratory Fee Schedule (CLFS), insurers'
own coverage policies in respect of the tests, and claim denials. Where
reimbursement for a test is initially denied, or reimbursed at a
lower-than-expected amount, the Group avails itself of the appeals process
that exists in the reimbursement system. At the year end, a number of appeals
were in process but not yet complete. Reimbursement claims for a further group
of processed tests were held by the Group pending confirmation of coverage
decisions by insurers or the relevant Medicare Administrative Contractor
(MAC), in order to ensure the most positive likely outcome in terms of
eventual reimbursement.
The above factors are relevant to Management's decision on whether a contract
with a customer exists and therefore whether the five-step process of revenue
recognition included in IFRS 15 Revenue from Contracts with Customers should
be followed or whether instead revenue should be recognised on final receipt
of funds from a payor.
Management exercised judgement in determining that for the Group's test orders
in the period, the patient should be considered the customer, even if there is
no explicit reimbursement agreement in place between the Group and the
patient, the contract with the patient being judged to be established in
accordance with customary business practices.
For the Group's clinical tests, since reimbursement ultimately received from
insurers is variable, Management must exercise judgement in determining the
amount and timing of revenue to be recognised.
Following the guidance in IFRS 15, Management limits the amount of variable
consideration recognised to the "unconstrained" portion of such consideration.
This means that the Group recognises revenue up to the amount of variable
consideration that is not subject to a potential significant reversal until
additional information is obtained or the uncertainty associated with
additional payments or refunds is subsequently resolved. Up to 30 September
2024, the Group still had limited detailed historical data from which to
reliably predict receipts from insurers and therefore the amount of variable
consideration to recognise on delivery of a test report to a patient's doctor.
In practice, this means that variable consideration arising from
insurance-reimbursed clinical tests has been constrained to zero, until
receipt of reimbursements from insurers.
The effect of this judgement is to delay revenue recognition, in the case of
tests processed by the Group's partner laboratory to later than the
recognition of cost of sales. To the extent that this judgment were to be
inappropriate, the Group's revenue for the period would be increased, but
Management do not expect that this would result in any material change to the
amounts recognised in these financial statements.
Management anticipate that in future periods, as the Group's historical
collections experience increases in volume and specificity in relation to
particular payors and policies it is likely that judgement will continue to be
required in determining the extent to which variable consideration relating to
these tests is unconstrained and should therefore be recognised.
Identification of the Group's cash-generating unit
In carrying out the impairment review of patent assets set out in more detail
below, Management exercised judgement in determining that the Group currently
has one cash-generating unit (CGU). Guidance states that CGUs are "the
smallest identifiable group of assets that generates cash inflows that are
largely independent of the cash inflows for other assets or groups of assets".
The Group's strategy was expanded in December 2020, to include the development
and commercialisation of proprietary tests. As at 30 September 2024, three lab
developed test products had been launched, with two of these (EpiSwitch® CiRT
and EpiSwitch® PSE) being actively marketed as well as the Group's
EpiSwitch® Explorer Array Kit, which is marketed to the life science research
community. Revenue from products and customer contracts is reported separately
to Directors in the Group's internal management accounts. However, it is not
currently possible to assign separate groups of OBD assets to particular
cashflows. With very limited exceptions, people, premises, equipment and
patents are generally applied to both product and customer contract revenue
streams. This position may change as i) dedicated product sales and marketing
teams are more fully developed, ii) the Group's LDTs are consistently
processed through the Group's US and UK clinical laboratories and iii)
test-specific revenue streams become more predictable.
At present, Management continues to conclude that the Group has one CGU,
relating to all commercial exploitation of its EpiSwitch® technology. If a
different judgement were taken and the Group determined to contain more than
one separately identifiable CGU, as part of the impairment review of the
Group's patent assets conducted at the year end, it would have been necessary
to estimate the recoverable value of each CGU separately and to allocate
patents to those CGUs.
Impairment review
Intangible assets are reviewed for indicators of impairment at the end of each
reporting period. An impairment review of patent and other assets was
conducted as at the year end, because there were a number of indicators of
potential impairment, including the significant reduction during the year of
the Company's share price and market capitalisation and the Group's financial
performance for the year resulting in a larger than expected loss. In
addition, an impairment review is required for any assets not yet being
amortised and certain patent assets fall into this category.
As noted above, Management identified that at the current stage in the Group's
development, it includes a single CGU, to which all patent assets are
allocated. Management consider that the recoverable amount of the Group's
single CGU is based on its fair value less cost of disposal (FVLCOD), and that
this value is attributable to its intellectual property, including patents and
know-how, and its other assets, including property plant and equipment. The
most reliable available estimate for the fair value of the Group's CGU as a
whole is the enterprise value of the Group, which is in turn given by the
market value of the Company on a cash- and debt-free basis.
As at 30 September 2024, the Group had a market capitalisation of £10m (3.22p
x 311,855,650 shares then in issue). Cash/cash equivalents and term deposits
at 30 September 2024 of £2.8m are deducted from market value in arriving at
the enterprise value. Following review of available guidance, Management
determined that neither the warrant nor the lease liabilities associated with
the Group's rented property should be added back to the market value in
determining the enterprise value. This results in an estimate of the year-end
enterprise value of the Group as a whole of approximately £7.2m.
In estimating the cost of disposal (COD), Management used an estimate of
£1.2m, representing a COD of approximately 12% of the year end market value,
which is within the range of estimates of disposal costs reviewed by
Management. The FVLCOD of the Company as at 30 September 2024 was therefore
estimated to be £6m. Management then compared the FVLCOD of the Company to
the carrying value of the Group's assets excluding patents (£1.86m in respect
of property plant and equipment and capitalised software). The excess of the
Company's FVLCOD over its gross assets excluding patents was therefore
approximately £4.1m, compared to a carrying value of patent assets (after
patent-specific impairment charges noted above) of £1.24m. Management
therefore concluded that no further impairment of the Company's capitalised
patents existed at the year end.
Management considers that a reduction in the Company's estimated FVLCOD to an
amount comparable to the carrying value of its non-patent assets would lead to
a reduction in the recoverable amount of its patent assets, potentially to
nil. Management will continue to assess, at the end of each reporting period
and more frequently if necessary, whether there are indicators that any of the
Group's assets may be impaired or that impairment charges recognised in the
period require reversal.
Intangible assets
As at the year end, the Group had limited cash resources and Management's
plans for near-term commercialisation were focused on a limited number of
pipeline assets, alongside tests already launched and the EpiSwitch platform
itself. In the light of this, Management further reviewed each of the
Company's patent families for other indicators of impairment, principally
considering whether amounts previously capitalised remain supportable by an
assessment of likely future economic benefits, bearing in mind these more
focused short-to-medium-term plans.
The Company is continuing to pursue, and where relevant renew, each of the
individual patents in its 22 patent families, but in line with the guidance in
the relevant accounting standards, Management determined that an impairment
charge of £0.9m should be recognised in the period.
3. Revenue
All revenue is derived from the Group's principal activities, namely sales of
proprietary products and biomarker research and development. Analysis of the
Group's revenue by principal activities, geography and pattern of revenue
recognition is as follows:
2024 2023
£000 £000
Continuing operations:
Sales of proprietary products
USA 345 160
Rest of World 63 34
408 194
Biomarker research and development
USA 114 228
Rest of World 114 88
228 316
Consolidated revenue 636 510
2024 2023
£000 £000
Continuing operations:
Revenue recognised at a point in time 408 194
Revenue recognised over time 228 316
636 510
Information about major customers
The Group's revenues for the periods covered by this report are derived from a
small number of customers, several of which represent more than 10% of the
revenue for the period. These are summarised below:
2024 2023
£000 £000
Revenue from individual customers each representing more than 10% 170 280
of revenue for the period:
Number Number
Number of individual customers each representing more than 10% 2 2
of revenue for the period.
4. Other operating income
2024 2023
£000 £000
Continuing operations:
Award and grant income 476 827
Income was recognised in both years in respect of each of the Company's PACT
awards and OBD's involvement in the EU-funded HIPPOCRATES consortium.
5. Business segments
Products and services from which reportable segments derive their revenues
Information reported to the Group's Chief Executive Officer (who was
determined to be the Group's Chief Operating Decision Maker during the year)
for the purposes of resource allocation and assessment of segment performance
is focused on costs incurred to support the Group's main activities. The Group
is currently determined to have one reportable segment under IFRS 8, that of
sales of proprietary products and biomarker research and development. This
assessment will be kept under review as the Group's activity expands.
The Group's operating expenses and non-current assets, analysed by
geographical location were as follows:
2024 2023
£000 £000
Staff costs
UK 2,531 2,614
USA 2,869 2,692
Rest of World 95 97
Total staff costs 5,495 5,403
Research & development costs
UK 540 680
USA 269 77
Rest of World - 1
Total research & development costs 809 758
General & other admin costs
UK 2,598 2,399
USA 1,837 969
Rest of World 44 43
Total general & other admin costs 4,479 3,411
Non-current assets
UK 6,025 7,446
USA 1,015 1,478
Rest of World 22 36
Total non-current assets 7,062 8,960
6. Loss for the year
Loss for the year has been arrived at after charging/(crediting):
2024 2023
£000 £000
Net foreign exchange losses 298 (31)
Research and development costs (excluding staff costs) 809 758
Amortisation of intangible assets 171 146
Depreciation of property, plant and equipment 550 548
Depreciation of right-of-use assets 745 663
Impairment loss on intangible assets 896 -
Staff costs 5,495 5,403
Share-based payments charged to profit and loss 514 332
Fair value loss / (gain) on financial liabilities designated as FVTPL (1,349) 1,246
Gain reclassified to profit or loss on disposal of foreign operation - (113)
7. Earnings per share
From continuing operations
The calculation of the basic and diluted earnings per share is based on the
following data:
2024 2023
£000 £000
Earnings for the purposes of basic earnings per share being net loss (11,567) (10,826)
attributable to owners of the Company
Earnings for the purposes of diluted earnings per share (11,567) (10,826)
2024 2023
No No
Number of shares
Weighted average number of ordinary shares for the purposes of 255,728,889 147,481,566
basic and diluted earnings per share*
Pence Pence
Earnings per share
(4.5) (7.3)
Basic and diluted earnings per share
*Ordinary shares that may be issued on the exercise of options or warrants are
not treated as dilutive as the entity is loss-making.
The issue of shares post year end, as set out in note 15, would have
significantly changed the number of ordinary shares outstanding at the end of
the year had that transaction occurred prior to the year end
8. Intangible fixed assets
Group Website development costs Software development costs Patents Total
£000 £000 £000 £000
Cost
At 1 October 2023 62 173 2,101 2,336
Additions - 90 425 515
Derecognition of assets - - (997) (997)
Exchange differences - (17) - (17)
At 30 September 2024 62 246 1,529 1,837
Accumulated amortisation
At 1 October 2023 62 99 262 423
Charge for the year - 53 118 171
Derecognition of assets - - (101) (101)
Exchange differences - (7) - (7)
At 30 September 2024 62 145 279 486
Carrying amount
At 30 September 2024 - 101 1,250 1,351
Group Website development costs Software development costs Patents Total
£000 £000 £000 £000
Cost
At 1 October 2022 62 144 1,674 1,880
Additions - 39 427 466
Exchange differences - (10) - (10)
At 30 September 2023 62 173 2,101 2,336
Accumulated amortisation
At 1 October 2022 62 65 152 279
Charge for the year - 36 110 146
Exchange differences - (2) - (2)
At 30 September 2023 62 99 262 423
Carrying amount
At 30 September 2023 - 74 1,839 1,913
As at 30 September 2024, in the Group, a total of £nil (2023: £304,000) of
patent assets were not yet being amortised because their useful life was
determined not to have begun.
The derecognition of assets with a carrying value of £896,000 has been
presented as an impairment in the consolidated income statement. These assets
continue to be held and maintained by the Group.
The Group hold no intangible assets that are determined to have indefinite
useful life.
9. Property, plant and equipment
Group Leasehold Office Fixtures Laboratory Total
improvements equipment and fittings equipment
£000 £000 £000 £000 £000
Cost
At 1 October 2023 2,084 191 185 2,300 4,760
Additions 15 16 2 61 94
Disposals - (3) - (327) (330)
Exchange differences - (5) (1) (34) (40)
At 30 September 2024 2,099 199 186 2,000 4,484
Accumulated depreciation
At 1 October 2023 437 127 77 1,881 2,522
Charge for the year 211 36 35 268 550
Eliminated on disposals - (3) - (327) (330)
Exchange differences - (2) - (18) (20)
At 30 September 2024 648 158 112 1,804 2,722
Carrying amount
At 30 September 2024 1,451 41 74 196 1,762
Group Leasehold Office Fixtures Laboratory Total
improvements equipment and fittings equipment
£000 £000 £000 £000 £000
Cost
At 1 October 2022 2,041 182 172 2,318 4,713
Additions 45 58 15 125 243
Disposals - (47) - (88) (135)
Exchange differences (2) (2) (2) (55) (61)
At 30 September 2023 2,084 191 185 2,300 4,760
Accumulated depreciation
At 1 October 2022 231 139 44 1,717 2,131
Charge for the year 208 37 34 269 548
Eliminated on disposals - (47) - (84) (131)
Exchange differences (2) (2) (1) (21) (26)
At 30 September 2023 437 127 77 1,881 2,522
Carrying amount
At 30 September 2023 1,647 64 108 419 2,238
10. Right-of-use assets
Group Buildings Other Total
£000 £000 £000
Cost
At 1 October 2023 6,241 18 6,259
Additions 18 - 18
Derecognition (12) - (12)
Exchange differences (112) - (112)
At 30 September 2024 6,135 18 6,153
Accumulated depreciation
At 1 October 2023 1,483 17 1,500
Charge for the year 744 1 745
Eliminated on derecognition (12) - (12)
Exchange Differences (29) - (29)
At 30 September 2024 2,186 18 2,204
Carrying amount
At 30 September 2024 3,949 - 3,949
Group Buildings Other Total
£000 £000 £000
Cost
At 1 October 2022 5,224 18 5,242
Additions 1,029 - 1,029
Derecognition - - -
Exchange differences (12) - (12)
At 30 September 2023 6,241 18 6,259
Accumulated depreciation
At 1 October 2022 835 11 846
Charge for the year 657 6 663
Eliminated on derecognition - - -
Exchange Differences (9) - (9)
At 30 September 2023 1,483 17 1,500
Carrying amount
At 30 September 2023 4,758 1 4,759
11. Share capital of the company
2024 2024 2023 2023
Number £ Number £
Authorised shares
Ordinary shares of £0.01 each - allotted and fully paid 311,855,650 3,118,557 202,303,415 2,023,034
Total 311,855,650 3,118,557 202,303,415 2,023,034
At 30 September 2024, the Company had one class of ordinary shares which carry
no right to fixed income.
On 5 April 2024 and 8 April 2024, the Company issued a total of 109,552,235
new ordinary shares at an issue price of £0.09 per share raising gross
proceeds of £9.9m with issuance costs of £0.8m.
No shares were issued on the exercise of share options or warrants during the
year (2023: nil).
The Company has a number of shares reserved for issue pursuant to warrants and
under an equity-settled share option scheme; further details are disclosed in
Notes 12 and 14.
After the year end:
On 28 October 2024, the Company issued 2,285,741 new ordinary shares.
On 29 November 2024, the Company issued 2,435,178 new ordinary shares.
On 24 December 2024, the Company issued 2,742,657 new ordinary shares.
On 31 January 2025, the shareholders of the Company approved a share capital
reorganisation, whereby each of the 319,319,226 ordinary shares of £0.01 each
in the capital of the Company then in issue was sub-divided and re-designated
as one new ordinary share of £0.001 each in the capital of the Company and
one deferred share of £0.009 each in the capital of the Company. Following
the Share Capital Reorganisation, there were 319,319,226 ordinary shares
of £0.001 each and 319,319,226 deferred shares of £0.009 each.
As all of the existing ordinary shares were sub-divided and re-designated, the
proportion of the issued share capital of the Company held by each shareholder
immediately following the share capital reorganisation remained unchanged. In
addition, apart from having a different nominal value, each ordinary share
with a nominal value of £0.001 carries the same rights and represents the
same proportionate interest in the Company as an original ordinary share with
a nominal value of £0.01.
The deferred shares created are effectively valueless as they do not carry any
rights to vote or dividend rights. In addition, holders of deferred shares
will only be entitled to a payment on a return of capital or on a winding up
of the Company after each of the holders of ordinary shares have received a
payment of £1,000,000 on each such share. The deferred shares will not be
listed on AIM and will not be transferable without the prior written consent
of the Board. No share certificates have been issued in respect of the
deferred shares, nor will CREST accounts of Shareholders be credited in
respect of any entitlement to deferred shares. The Board's intention is that
deferred shares will be bought back and cancelled in due course.
On 3 February 2025 and 4 February 2025, the Company issued a total of
1,638,258,415 new ordinary shares of £0.001 each.
12. Warrants
As at 30 September 2024 there were 7,791,803 shares reserved for issue under
warrants (30 September 2023: 7,791,803).
The Warrants were issued on 11 November 2021. The Warrants have an exercise
price of 58.125p and may be exercised for a period beginning one year and
ending five years after the issue date.
In certain circumstances, the Warrants may be exercised by way of a 'cashless
exercise' whereby holders are entitled to receive a number of warrant shares
equal to [(A-B) x 7,791,803]/(A), where A is the value of the Company's
ordinary shares at the time, and B is the warrant exercise price of 58.125p.
Anti-dilution provisions are also in place such that if there is an adjustment
for any dividends paid or changes to ordinary share capital at any time whilst
the warrant is outstanding, the number of shares issued on exercise of the
warrant is adjusted to take into account the proportionate change (with a
limitation on fractional shares).
On award and at each subsequent reporting date, the fair value of the Warrants
has been estimated using the Black-Scholes option pricing model. Volatility
has been estimated by reference to historical share price data over a period
commensurate with the expected term of the options awarded (effectively the
remaining term at each reporting date).
The fair value of the Warrants and the assumptions used in estimating it are
shown below:
30 September 2024 30 September 2023
Share price at reporting date (p) 3.2 37
Exercise price (p) 58.125 58.125
Expected volatility 98.85% 84.39%
Dividend yield 0% 0%
Expected life of option 2.11 years 3.11 years
Risk free interest rate 3.82% 4.55%
Fair value per Warrant 0.2p 17p
Warrant liability £11,000 £1,360,000
Warrant liability - Group and Company Total
£000
At 1 October 2023 1,360
Issue of warrants -
Fair value gain on financial liability designated as FVTPL (1,349)
At 30 September 2024 11
At 1 October 2022 114
Issue of warrants -
Fair value loss on financial liability designated as FVTPL 1,246
At 30 September 2023 1,360
13. Lease liabilities
Group 2024 2023
Maturity analysis: £000 £000
Year 1 1,236 1,045
Year 2 1,030 1,052
Year 3 1,036 1,051
Year 4 1,042 1,058
Year 5+ 2,020 3,101
6,364 7,307
Less: future interest charges (624) (868)
5,740 6,439
Analysed as:
Current 1,046 818
Non-current 4,694 5,621
5,740 6,439
14. Share-based payments
Equity-settled share option scheme
In November 2016, the Company established an Enterprise Management Incentive
("EMI") share option scheme, under which options have been granted to certain
employees, and a non-employee option scheme with similar terms, except that
options granted under it do not have EMI status. EMI and non-EMI share options
were also previously granted under a share option scheme established in
October 2008 ("the 2008 Scheme"). The Company does not intend to grant any
further options under the 2008 Scheme. All of the schemes are equity-settled
share-based payment arrangements, whereby the individuals are granted share
options of the Company's equity instruments, namely ordinary shares of 1 pence
(0.1 pence following the share capital reorganisation that took place on 31
January 2025) each.
The schemes include non-market-based vesting conditions only, whereby the
share options may be exercised from the date of vesting until the 10(th)
anniversary of the date of the grant. In most cases options vest under the
following pattern: one-third of options granted vest on the first anniversary
of the grant date; one-third on the second anniversary and one-third on the
third anniversary.
The options outstanding as at 30 September 2024 have exercise prices in the
range of £0.09 to £2.10.
2024 2023
Number of Weighted Number of Weighted
options average Options average
exercise exercise
price price
£ £
Outstanding at start of period 9,983,143 0.57 9,447,658 0.67
Granted during the period 14,048,020 0.15 2,721,061 0.18
Forfeited during the period (1,026,668) (0.53) (2,185,576) (0.48)
Exercised during the period - - - -
Outstanding at end of period 23,004,495 0.32 9,983,143 0.57
Exercisable at end of period 7,506,823 0.67 5,983,853 0.76
Weighted average remaining contractual life (in years) of options outstanding 7.94 6.60
at the period end
2024 2023
£000 £000
Expense arising from share-based payment transactions 514 332
The fair value of share options has been estimated using the Black-Scholes
option pricing model. Volatility has been estimated by reference to historical
share price data over a period commensurate with the expected term of the
options awarded. The assumptions for the options granted during the current
and prior periods were as follows:
2024 2023
£000 £000
Share price at date of grant £0.06 to £0.34 £0.156 to £0.189
Exercise price £0.09 to £0.34 £0.156 to £0.189
Expected volatility 67% to 69% 55% to 56%
Dividend yield 0% 0%
Expected life of option 9.0 to 9.1 years 8.7 to 9.0 years
Risk free interest rate 3.88% to 4.65% 3.45% to 3.70%
15. Events after the balance sheet date
On 19 December 2024, the Company announced that it had entered an interest
free loan agreement with Vulpes Testudo Fund to provide up to £1m in working
capital to enable it to continue to pursue funding options.
On 17 January 2025, the Company announced that it had successfully raised
gross proceeds of approximately £7.35m via the issue of 1,470,002,778 new
ordinary shares by way of a placing, subscriptions and retail offer, as
disclosed in note 11. The new shares were ultimately issued on 3 and 4
February 2025.
Notes for Editors
About Oxford BioDynamics Plc
Oxford BioDynamics Plc (AIM: OBD) is an international biotechnology company,
advancing personalized healthcare by developing and commercializing precision
clinical diagnostic tests for life-changing diseases.
Currently OBD has two commercially available products: the EpiSwitch®
PSE (EpiSwitch Prostate Screening test) and EpiSwitch® CiRT (Checkpoint
Inhibitor Response Test) blood tests. PSE boosts the predictive accuracy of a
PSA test from 55% to 94% when testing the presence or absence of prostate
cancer. CiRT is a highly accurate (85%) predictive response test to
immuno-oncology checkpoint inhibitor treatments.
The tests are based on OBD's proprietary 3D genomic biomarker platform,
EpiSwitch® which enables screening, evaluation, validation and monitoring of
biomarkers to diagnose patients or determine how individuals might respond to
a disease or treatment.
OBD's clinical smart tests have the potential to be used across a broader
range of indications, and new tests are being developed in the areas of
oncology, neurology, inflammation, hepatology and animal health.
The Group's headquarters and UK laboratories are in Oxford, UK. Its US
operations and clinical laboratory are in Maryland, USA, along with a
reference laboratory in Penang, Malaysia.
OBD is listed on the London Stock Exchange's AIM (LSE: OBD). For more
information, please visit the Company's website, www.oxfordbiodynamics.com,
X (@OxBioDynamics) or LinkedIn.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR FDLLLELLLBBLRecent news on Oxford Biodynamics
See all newsRCS - Oxford BioDynamics - OBD’s Oxford Lab accredited by UKAS
AnnouncementREG - Oxford BioDynamics - Director/PDMR Shareholding
AnnouncementREG - Oxford BioDynamics - PDMR Dealing
AnnouncementREG - Oxford BioDynamics - Result of AGM
AnnouncementREG - Oxford BioDynamics - Board Changes
Announcement