REG - Roquefort Theraptcs. - Interim Results to 30 June 2022
23/09/2022 07:00
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RNS Number : 3722A Roquefort Therapeutics PLC 23 September 2022
23 September 2022
Roquefort Therapeutics plc
("Roquefort Therapeutics" or the "Company")
Interim Results to 30 June 2022
Roquefort Therapeutics (LSE:ROQ, OTCQB:ROQAF), the Main Market listed biotech
company focused on developing first in class drugs in the high value and high
growth oncology segment, is pleased to present its interim results for the
six-month period ended 30 June 2022 (the "period" or "H1").
Highlights
· Collaborative work with Murdoch University, Western
Australia to design and test a novel series of gene silencing reagents,
antisense oligonucleotides, targeting Midkine
· Positive pre-clinical trials results demonstrated that the
Company's lead oligonucleotide drug candidates significantly reduce Midkine
levels seen in human cancer cells
· Portfolio review including the Midkine antibody programs to
assess commercial potential
· Midkine patent filed following positive pe-clinical in vitro
trials
· Significantly strengthened the Board with two highly experienced
sector NED appointments, Jean Duvall and Simon Sinclair
· Professor Trevor Jones appointment as advisor to the Board
· Announced on 22 June 2022 a conditional share sale and purchase
agreement with the shareholders of Oncogeni Limited ("Oncogeni"),
a UK biotech company developing novel patented cancer medicines and a
placing to raise £1 million at a price of 14p per share
· Cash at period end of £3,328,573 and for the 6 months to 30 June
2022, net loss of £762,281
Post Period End Highlights
· Completion of Oncogeni acquisition for £5.5 million, a
successful £1 million fundraise and key board appointments:
o Ajan Reginald as CEO and Professor Sir Martin Evans as Group Chief
Scientific Officer, Darrin Disley as NED
· Company has pivoted towards a material oncology business with
four fully funded, novel, patent-protected pre-clinical anti-cancer medicines
· Near-term clinical trial application and licensing opportunities
from advanced stage of development of Midkine and siRNA products
· State of the art facility located in Stratford-upon-Avon which
has the infrastructure required for the pre-clinical development of the
Group's portfolio of antibodies, oligonucleotides and cell and gene therapies
· On 15 July 2022, the Company announced that trading in the
Company's Ordinary Shares had commenced on the OTCQB Venture Market in the
United States with the ticker: ROQAF
Outlook
· Potential to drive significant value from our novel oncology
programs
· Management is targeting clinical readiness for one of its
development programs during H2 2023
Chairman Statement
I am pleased to present the interim financial statements to shareholders for
the six months ending 30 June 2022.
The Company made encouraging progress with its pre-clinical program and on 17
January 2022 completed the first stage screening of a novel series of gene
silencing reagents targeting Midkine, with the most promising lead drugs
selected. The lead compounds were synthesised in preparation for in vitro
experiments to test efficacy in altering cancer cell properties. This is a
first-in-class drug target with significant clinical potential and we believe
the targeted delivery of Midkine inhibiting RNA therapeutic drugs to tumours
represents a novel anti-cancer treatment strategy.
Following the positive pre-clinical trials, the Company announced on 21 March
2022 that it had filed its first composition of matter provisional patent
application for a new class of RNA therapeutic drugs targeting Midkine. The in
vitro experiments generated very positive results demonstrating that the
Company's lead oligonucleotide drug candidates significantly reduce Midkine
levels seen in human cancer cells.
In order to drive the Company further towards commercialisation, Roquefort
Therapeutics strengthened the team with three appointments from the
pharmaceutical industry, each of whom add significant relevant expertise in
drug development, commercialising programs and driving pre-clinical and
clinical programs. As such, I'd like to again welcome Professor Trevor Jones,
as strategic and scientific advisor to the Board who joined the Company on 14
February 2022, and Ms Jean Duvall and Dr Simon Sinclair as Non-Executive
Directors, who joined on 5 April and 20 April 2022, respectively. All three
appointments will help further the Company's ability to capitalise on the
significant growth potential that Midkine inhibiting drugs offer.
The collaboration with Murdoch University continued to yield encouraging
results with the Company's lead oligonucleotide drug candidates. In addition,
following a review of the wider portfolio acquired with Lyramid, it resulted
in the conclusion that two of the antibody programs have high commercial
potential and we will therefore be accelerating development of those as we aim
to be the first to market with an anti-Midkine oncology antibody. These
developments broaden the commercial potential within the Company and enhance
the upside value that we believe can be delivered as we progress the programs.
On 22 June 2022, Roquefort Therapeutics announced that it had entered into a
conditional share sale and purchase agreement with Oncogeni Ltd, a UK biotech
company developing novel patented cancer medicines, pursuant to which
Roquefort Therapeutics had agreed to acquire the entire issued share capital
of Oncogeni for an aggregate consideration to be satisfied by the issue of
50,000,000 new ordinary shares in the Company. I am pleased to say that
following the publication of a prospectus, the acquisition completed on 16
September 2022.
Post Period End
On 16 September 2022, we completed the fundraise and the acquisition of
Oncogeni, which pivots Roquefort Therapeutics into a material oncology biotech
company with a pre-clinical anti-cancer portfolio that is patent protected and
fully funded to clinical trial submission.
The Roquefort Therapeutics portfolio consists of four fully funded, novel,
patent-protected pre-clinical anti-cancer medicines. The highly
complementary profile of four best-in-class medicines consists of:
• Midkine antibodies with significant in vivo efficacy and
toxicology studies;
• Midkine RNA therapeutics with novel anti-cancer gene editing
action;
• Mesodermal Killer (MK) cells, are a new class of cellular medicine
engineered to kill cancer both directly and by enhancing the activity of
Natural Killer cells; and
• Novel siRNAs (small interfering RNA) inhibit STAT-6, to kill solid
tumours.
The Company now has the potential to meet significant value inflection with
the average valuation of biotech companies with a single lead asset completing
pre-clinical development being circa US$71 million (£55 million,
2005-2020) 1 (#_ftn1) . In that context, now that Roquefort Therapeutics has
four lead assets, we believe the Company and its IP represents a highly
compelling value proposition.
In addition to the expanded portfolio, Roquefort Therapeutics now has a
state-of-the-art laboratory and manufacturing facility which provides the
Group with major cost saving and time advantages as we progress through the
pre-clinical stage of development. In addition, the acquisition strengthens
our Board and senior management team with complementary skills and expertise,
and I am very excited with the team we have in place to drive our programs
forward and to realise value.
We further strengthened the Roquefort Therapeutics senior team by welcoming
Ajan Reginald as CEO, Professor Sir Martin Evans as Group Chief Scientific
Officer and Dr Darrin Disley as NED to the Board of Roquefort Therapeutics,
and Professor Armand Keating as Roquefort Therapeutics' new independent Chief
Medical Advisor. Sir Martin Evans, a Nobel Prize winning scientist for his
work in embryonic stem cells and DNA research will be incredibly valuable as
Group Chief Scientific Officer throughout our preclinical studies. Ajan
Reginald's experience in commercialisation both within big pharma and in
biotech will be invaluable as we look to achieve value in this high growth
segment of life sciences. Dr Darrin Disley is a great addition as
Non-Executive Director, and his expertise in fundraising and value creation is
incredibly complementary to our existing Board of Directors. Professor Keating
is a renowned expert in anti-cancer cell therapy, a key area of Roquefort
Therapeutics' research and is a welcome addition as Chief Medical Advisor.
The quality and industry standing of the team assembled reflects the
opportunity of the science being progressed by Roquefort Therapeutics.
Outlook
Roquefort Therapeutics has achieved a great deal in the reporting period, as
demonstrated by the significant progress made with our oligonucleotide Midkine
programs and following a review of the wider Lyramid portfolio we concluded
that two of the antibody programs have high commercial potential and we will
therefore be accelerating development in that area. Following the
acquisition of Oncogeni, we are a material oncology focused biotech business.
It is very rare for a company of our size and valuation to have four
substantial anti-cancer pre-clinical assets, and we have the potential to
drive significant value from our novel oncology programs. We aim to have one
program clinic ready during H2 2023, as we are now better placed with Oncogeni
to complete the value milestone of IND / CTA filings. The team we have in
place now is truly world class, with a proven track record in drug development
which will help drive innovation and ultimately value in our portfolio of
oncology drugs, and I am confident in the prospects of Roquefort
Therapeutics. I look forward to providing shareholders with progress of our
programs over the next few months. Finally I would like to thank
shareholders for their continued support of Roquefort Therapeutics and to
welcome new shareholders.
Financial Review
For the 6 months to 30 June 2022, the Group reported a net loss of £762,281,
mostly relating to administrative expenses. The Group maintained a strong
balance sheet position at 30 June 2022, most notably holding cash at period
end of £3,328,573.
Directors
The following directors have held office during the period to 30 June 2022:
Mr Stephen West, Executive Chairman
Dr Michael Stein, Non-Executive Director
Mr Simon Sinclair, Non-Executive Director (appointed 20 April 2022)
Ms Jean Duvall, Non-Executive Director (appointed 5 April 2022)
Mr Mark Freeman, Non-Executive Director (resigned 16 September 2022)
Mr Mark Rollins, Non-Executive Director (resigned 4 April
2022)
Corporate Governance
The UK Corporate Governance Code (September 2014) ("the Code"), as appended to
the Listing Rules, sets out the Principles of Good Corporate Governance and
Code Provisions which are applicable to listed companies incorporated in the
United Kingdom. As a standard listed company, the Company is not subject to
the Code; however, the Board acknowledges the importance of high standards of
corporate governance and endeavours, given the Company's size and the
constitution of the Board, to comply with the principles set out in the QCA
Corporate Governance Code. The QCA Code sets out a standard of minimum best
practice for small and mid-size quoted companies.
Responsibility Statement
The Directors are responsible for preparing the Unaudited Interim Condensed
Financial Statements in accordance with the Disclosure and Transparency Rules
of the United Kingdom's Financial Conduct Authority ("DTR") and with
International Accounting Standard 34 on Interim Reporting ("IAS 34"). The
directors confirm that, to the best of their knowledge, this condensed interim
report has been prepared in accordance with IAS 34 as adopted by the European
Union. The interim management report includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8, namely:
• an indication of important events that have occurred during the
six months ended 30 June 2022 and their impact on the condensed financial
statements for the period, and a description of the principal risks and
uncertainties for the remaining six months of the financial year; and
• related party transactions that have taken place in the six
months ended 30 June 2022 and that have materially affected the financial
position of the performance of the business during that period.
ENDS
Enquiries:
Roquefort Therapeutics plc
Stephen West (Chairman) / Ajan Reginald (CEO) +44 (0)20 3290 9339
Hybridan LLP (Joint Broker)
Claire Louise Noyce +44 (0)203 764 2341
Optiva Securities Limited (Joint Broker)
Christian Dennis +44 (0)20 3411 1881
Buchanan (Public Relations)
Ben Romney / Jamie Hooper / George Beale +44 (0)20 7466 5000
LEI: 254900P4SISIWOR9RH34
ROQUEFORT THERAPEUTICS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
AS AT 30 JUNE 2022
Unaudited Unaudited Audited
6 Month Period ended 30 June 2022 6 Month Period ended 30 June 2021 Period ended 31 December 2021
£ £ £
Notes
- - 719
Revenue
- - 130
Other income
- - (10,069)
Cost of goods
7 (543,041) (301,232) (907,515)
Administrative expenses
(69,288) - (698)
Research and Development
10 (149,952) - -
Amortisation of Intangible assets
(762,281) (301,232) (917,433)
Operating loss
- - -
Finance income/(expense)
(762,281) (301,232) (917,433)
Loss before taxation
8 - - -
Income tax
(762,281) (301,232) (917,433)
Loss for the period from continuing operations
Total loss for the period attributable to equity holders of the Company (762,281) (301,232) (917,433)
- - -
Other comprehensive loss
Total comprehensive loss attributable to equity holders of the Company (762,281) (301,232) (917,433)
Basic and diluted earnings per ordinary share (pence) 9 (2.05) (1.79) (3.71)
The notes form an integral part of the Unaudited Condensed Interim Financial
Statements.
ROQUEFORT THERAPEUTICS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANICAL POSITION
AS AT 30 JUNE 2022
Unaudited Unaudited Audited
Period ended 30 June 2022 Period Period ended 31 December 2021
ended 30
June 2021
£ £ £
ASSETS Notes
NON-CURRENT ASSETS
Intangible assets 10 1,331,578 - 1,481,530
CURRENT ASSETS
Cash and cash equivalents 3,328,573 880,445 899,721
Trade and other receivables 11 98,520 13,241 2,178,783
TOTAL ASSETS 4,758,671 893,686 4,560,034
LIABILITIES
NON-CURRENT LIABILITIES
Deferred tax liabilities 281,911 - 281,911
CURRENT LIABILITIES
Trade and other payables 12 1,094,389 14,331 195,517
TOTAL LIABILITIES 1,376,300 14,331 477,428
NET ASSETS 3,382,371 879,355 4,082,606
EQUITY
Share Capital 13 719,000 339,000 719,000
Share Premium 13 3,910,595 774,300 3,910,595
Share Based Payment Reserves 14 424,219 74,911 366,708
Retained Earnings (1,676,602) (308,856) (914,321)
Translation reserve 5,159 - 624
TOTAL EQUITY 3,382,371 879,355 4,082,606
The notes form an integral part of the Unaudited Condensed Interim Financial
Statements.
ROQUEFORT THERAPEUTICS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOW
AS AT 30 JUNE 2022
Unaudited Unaudited Audited
6 Month Period ended 30 June 2022 6 Month Period ended 30 June 2021 Period ended 31 December 2021
£ £ £
Cash flow from operating activities
Loss before income tax (762,281) (301,232) (996,068)
Adjustments for:
Share based payment 57,511 74,911 366,708
Foreign exchange (5,160) - 765
Non-cash adjustment - - (2,602)
Amortisation of intangible asset 149,952 - -
Changes in working capital:
Decrease / (increase) in receivables 2,083,286 (11,798) (2,130,636)
Increase / (decrease) in payables (121,325) 14,331 129,525
Decrease in Inventory - - 9,273
Net cash used in operating activities 1,401,983 (223,788) (2,623,035)
Cash flow from investing activities
Acquisition of subsidiary, net of cash acquired - - (1,106,225)
Net cash used in investing activities - - (1,106,225)
Cashflows from financing activities
Proceeds from issue of ordinary shares - 1,015,000 4,789,000
Share issue costs - (25,700) (159,405)
Proceeds from fundraise 1,015,000 - -
Net cash used in financing activities 1,015,000 989,300 4,629,595
Net increase in cash and cash equivalents
Net increase in cash held 2,416,983 765,511 900,335
Cash and cash equivalents at beginning of the period 899,721 114,933 -
Foreign exchange impact on cash 11,869 - (614)
Cash and cash equivalents at end of the period 3,328,573 880,445 899,721
The notes form an integral part of the Unaudited Condensed Interim Financial
Statements.
ROQUEFORT THERAPEUTICS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AS AT 30 JUNE 2022
Ordinary Share capital Share Premium Share Based Payment Reserves Translation Reserve
Retained earnings Total equity
£ £ £ £ £ £
719,000 3,910,595 366,708 (914,321) 4,082,606
As at 1 January 2022 624
57,511 (762,281) 4,535 (700,235)
Loss for the period - -
719,000 3,910,595 424,219 (1,676,602) 5,159 3,382,371
As at 30 June 2022
Ordinary Share capital Share Premium Share Based Payment Reserves Translation Reserve
Retained earnings Total equity
£ £ £ £ £ £
- - - - - -
At incorporation
- - - 3,112 - 3,112
On acquisition of subsidiary
- - - (917,433) 624 (916,809)
Loss for the Period
- - - (914,321) 624 (913,697)
Total comprehensive loss for the period
Transactions with owners
719,000 4,070,000 - - - 4,789,000
Ordinary shares issued
- - 366,708 - - 366,708
Warrants issued
- (159,405) - - - (159,405)
Share issue costs
719,000 3,910,595 366,708 - - 4,996,303
Total transactions with owners
719,000 3,910,595 366,708 (914,321) 624 4,082,606
As at 31 December 2021
Ordinary Share capital Share Premium Share Based Payment Reserves
Retained earnings Total equity
£ £ £ £ £
124,000 - - (7,624) 116,376
At 1 January 2021
- - - (301,232) (301,232)
Loss for the Period
- - - (301,232) (301,232)
Total comprehensive loss for the period
Transactions with owners
200,000 800,000 - - 1,000,000
Ordinary shares issued
- - 74,911 - 74,911
Warrants issued
15,000 - - - 15,000
Warrants exercised
- (25,700) - - (25,700)
Share issue costs
215,000 774,300 74,911 - 1,064,211
Total transactions with owners
339,000 774,300 74,911 (308,856) 879,355
As at 30 June 2021
The notes form an integral part of the Unaudited Condensed Interim Financial
Statements.
ROQUEFORT THERAPEUTICS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS
NOTES TO THE INTERIM FINANCIAL INFORMATION
FOR THE 6 MONTHS ENDED 30 JUNE 2022
1 General Information
The Company was incorporated on 17 August 2020 as a public company in England
and Wales with company number 12819145 under the Companies Act.
The address of its registered office is Eccleston Yards, 25 Eccleston Place,
London SW1W 9NF, United Kingdom.
The principal activity of the Company during the period ended 30 June 2022 was
the development of Midkine inhibitors through pre-clinical trials and, upon
success, through clinical development and commercialisation. Midkine is a
novel therapeutic target that provides a platform for drug development to
treat numerous diseases including severe inflammatory diseases, autoimmune
disorders and cancer.
The Company listed on the London Stock Exchange ("LSE") on 22 March 2021.
The condensed consolidated interim financial statements of the Group have been
prepared in accordance with UK adopted International Accounting Standards as
issued by the UK Accounting Standards Board (ASB). They have been prepared
under the assumption that the Group operates on a going concern basis.
2 New Standards and Interpretations
There were no new standards or interpretations adopted by the Company in the
period.
Standards, amendments and interpretations that are not yet effective and have
not been early adopted are as follows:
Standard Impact on initial application Effective date
IFRS 3 Reference to Conceptual Framework 1 January 2022
IAS 37 Onerous contracts 1 January 2022
IAS 16 Proceeds before intended use 1 January 2022
Annual improvements 2018-2020 Cycle 1 January 2022
IFRS 17 Insurance contracts 1 January 2023
IAS 8 Accounting estimates 1 January 2023
IAS 1 Classification of Liabilities as Current or Non-Current. 1 January 2023
The Directors are evaluating the impact of the new and amended standards
above. The Directors believe that these new and amended standards are not
expected to have a material impact on the financial statements of the Group.
3 Summary of Significant Accounting Policies
Basis of Preparation
These condensed consolidated interim financial statements do not comprise
statutory accounts within the meaning of section 434 of the Companies Act
2006. Statutory accounts for the year ended 31 December 2021 were approved by
the Board of Directors on 10 May 2022 and delivered to the Registrar of
Companies. The report of the auditors on those accounts was unqualified, did
not contain an emphasis of matter paragraph and did not contain any statement
under section 498 of the Companies Act 2006.
These condensed consolidated interim financial statements have been prepared
in accordance with the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority and with IAS 34 "Interim Financial Statements."
The condensed consolidated interim financial statements do not include all
disclosures that would otherwise be required in a complete set of financial
statements but have been prepared in accordance with the existing accounting
policies of the Company. The condensed consolidated interim financial
statements should be read in conjunction with the annual financial statements
for the year ended 31 December 2021, which have been prepared in accordance
with UK adopted International Accounting Standards and the Companies Act 2006.
The condensed consolidated interim financial statements for the period ended
30 June 2022 are unaudited.
The condensed consolidated interim financial statements are presented in £
unless otherwise stated, which is the Company's functional and presentational
currency.
Going concern
The preparation of the financial statements requires an assessment on the
validity of the going concern assumption.
The Directors, having made due and careful enquiry, are of the opinion that
the Company and the Group have adequate working capital to execute its
operations over the next 12 months. As a result, the Directors have adopted
the going concern basis of accounting in the preparation of the interim
financial statements.
Furthermore, the Directors acknowledge that COVID-19 has had, and will
continue to have, a significant adverse impact on the global economy. The
Directors do not believe that COVID-19's impact on the global economy gives
rise to a material uncertainty in respect of the Company's going concern
status due to the Company not being dependent on future financing being
obtained in the going concern period.
Accounting policies
The same accounting policies, presentation and methods of computation have
been followed in these condensed consolidated interim financial statements as
were applied in the preparation of the Company's and the Group's financial
statements for the period ended 31 December 2021.
Segment reporting
The Company considers it has one operating segment and therefore the results
are as presented in the primary statements.
Forward-looking statements
Certain statements in this condensed set of consolidated interim financial
statements are forward looking. Although the Group believes that the
expectations reflected in these forward-looking statements are reasonable, we
can give no assurance that these expectations will prove to be correct. As
these statements involve risks and uncertainties, actual results may differ
materially from those expressed or implied by these forward-looking
statements. We undertake no obligation to update any forward-looking
statements, whether as a result of new information, future events or
otherwise.
4 Critical accounting estimates and judgments
In preparing the condensed consolidated interim financial statements, the
Directors have to make judgments on how to apply the Company's accounting
policies and make estimates about the future. Estimates and judgements are
continuously evaluated based on historical experiences and other factors,
including expectations of future events that are believed to be reasonable
under the circumstances. In the future, actual experience may deviate from
these estimates and assumptions.
Actual results may differ from these estimates. In preparing these condensed
consolidated interim financial statements, the significant judgements made by
management in applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those that applied to the financial
statements for the year ended 31 December 2021.
5 Financial risk management
The Group's activities expose it to a variety of financial risks, including
market risk (which includes currency risk and interest rate risk), credit risk
and liquidity risk. The condensed consolidated interim financial statements do
not include all financial risk management information and disclosures required
in the annual financial statements; they should be read in conjunction with
the Group's annual financial statements as at 31 December 2021. There have
been no changes in any risk management policies since the year.
6 Directors' Remuneration
Total Directors' remuneration for the period was as follows:
Period ended Period ended Period ended
30 June 30 June 31 December
2022 2021 2021
£ £ £
Fees to directors 80,286 16,613 47,301
Bonus - - 10,000
Share based payment charge 38,341 6,833 178,053
118,627 23,446 235,354
7 Operating Loss
Operating loss from continued operations:
Period ended Period ended Period ended
30 June 30 June 31 December
2022 2021 2021
£ £ £
Costs associated with the IPO - (182,053) (182,053)
Directors' and employee costs (149,586) (16,613) (59,607)
Share based payments (57,511) (6,833) (248,326)
Costs on the acquisition of Lyramid - - (224,744)
Costs associated with Oncogeni acquisition (10,000) - -
Consulting and professional fees (156,703) (76,874) (156,972)
OTC Listing costs (19,168) - -
Other expenditure (150,073) (18,859) (35,813)
(543,041) (301,232) (907,515)
8 Income Tax
Period ended Period ended Period ended
30 June 30 June 31 December
2022 2021 2021
£ £ £
Current tax - - -
Deferred tax - - -
Income Tax expense - - -
Income tax can be reconciled to the loss in the statement of comprehensive
income as follows:
Period ended Period ended Period ended
30 June 30 June 31 December
2022 2021 2021
£ £ £
Loss before taxation (762,281) (301,232) (917,433)
Tax at the UK corporation tax rate of 19% 144,833 57,234 174,312
Effect of overseas tax rate 11,279 - 867
Tax losses on which no deferred tax asset has been recognised (156,112) (57,234) (175,179)
Total tax (charge) / credit - - -
9 Earnings per Ordinary Share
Period ended Period ended Period ended
30 June 30 June 31 December
2022 2021 2021
£ £ £
Loss attributable to equity shareholders (762,281) (301,232) (917,433)
Weighted number of ordinary shares in issue 37,209,663 16,832,177 24,701,793
Basic and diluted loss per share in pence (2.05) (1.79) (3.71)
10 Intangible assets
Period ended Period ended Period ended
30 June 30 June 31 December
2022 2021 2021
£ £ £
Cost at beginning of period 1,481,530 - -
Acquired Goodwill in period - - 281,911
Acquired Licences in period - - 1,199,619
Cost at end of period 1,481,530 - 1,481,530
Amortisation at beginning of period - - -
Charge in period (149,952) - -
Amortisation at period end (149,952) - -
Carrying value at period end 1,331,578 - 1,481,530
11 Trade and other receivables
Period ended Period ended Period ended
30 June 30 June 31 December
2022 2021 2021
£ £ £
Trade receivables - - 17,825
Prepayments and accrued income 65,344 6,607 25,927
Other receivables 33,176 6,634 2,135,031
98,520 13,241 2,178,783
12 Trade and other payables
Period ended Period ended Period ended
30 June 30 June 31 December
2022 2021 2021
£ £ £
Trade creditors 36,997 5,259 40,718
Accruals and other creditors 42,392 9,072 154,799
Sundry creditor 1,015,000 - -
1,094,389 14,331 195,517
13 Share Capital
Ordinary Shares Share Capital Share Premium Total
# £ £ £
At 1 January 2022 and at 30 June 2022 71,900,000 719,000 3,910,595 4,629,595
14 Share Based Payment Reserves
Total
£
At 1 January 2022 366,708
Director and Adviser warrants issued 57,511
At 30 June 2022 424,219
The fair value of the services received in return for the share options
granted are measured by reference to the fair value of the share options
granted. The estimate of the fair value of the share options granted is
measured based on the Black-Scholes valuations model. Measurement inputs and
assumptions are as follows:
Warrants
Warrant Number of warrants Share Price Exercise Price Expected volatility Expected life Risk free rate Expected dividends
Director 750,000 £0.05 £0.05 50.00% 5 15.00% 0.00%
Director 750,000 £0.05 £0.10 50.00% 5 15.00% 0.00%
Broker 1,500,000 £0.05 £0.01 50.00% 0.08 15.00% 0.00%
Broker Placing 480,000 £0.05 £0.05 50.00% 3 15.00% 0.00%
Completion 3,000,000 £0.10 £0.10 50.00% 3 15.00% 0.00%
Senior Mgt 4,500,000 £0.10 £0.15 50.00% 5 15.00% 0.00%
Optiva 1,320,000 £0.10 £0.10 50.00% 3 15.00% 0.00%
Orana 175,000 £0.10 £0.10 50.00% 3 15.00% 0.00%
Director / Adviser 900,000 £0.15 £0.15 50.00% 5 15.00% 0.00%
Number of Warrants Exercise Price Expiry date
On incorporation - - -
Issued on 25 November 2020 (1) 5,000,000 £0.10 22 March 2026
Issued on 25 November 2020 (1) 7,000,000 £0.10 22 March 2026
Issued on 17 March 2021 1,500,000 £0.01 20 April 2021
Issued on 17 March 2021 480,000 £0.05 22 March 2024
Issued on 17 March 2021 (1) 750,000 £0.05 22 March 2026
Issued on 17 March 2021 (1) 750,000 £0.10 22 March 2026
Issued on 17 March 2021 10,000,000 £0.10 21 March 2023
Exercised on 19 April 2021 (1,500,000) £0.01 20 April 2021
Issued on 18 August 2021 1,500,000 £0.10 22 March 2023
Issued on 13 October 2021 3,000,000 £0.10 21 December 2024
Issued on 13 October 2021 4,500,000 £0.15 21 December 2026
Issued on 13 October 2021 1,320,000 £0.10 21 December 2024
Issued on 13 October 2021 175,000 £0.10 21 December 2024
Issued on 22 June 2022(2) 900,000 £0.15 21 June 2027
At 30 June 2022 35,375,000 £0.106
The weighted average time to expiry of the warrants as at 30 June 2022 is 3.10
years.
(1) The warrants vested on 21 March 2022, being 12 months from date of
admission.
(2) The warrants have been issued to Jean Duvall (300,000) and Simon Sinclair
(300,000) following their appointment to the Board during the period and form
part of their annual remuneration package. A further 300,000 warrants were
issued to Trevor Jones in his capacity as an adviser to the Board.
The warrants pertaining to Simon Sinclair are held in the name of Livingstone
Investment Holdings Ltd, a company in which he has a beneficial interest.
The warrants have a term of 5 years and are exercisable at a price of 15
pence, with 50% exercisable after 12 months and the balance exercisable after
24 months.
15 Related Party Transactions
Orana Corporate LLP has a service agreement with the Group for the provision
of accounting and company secretarial services. In the period Orana Corporate
LLP received £24,000 for these services from the Group.
16 Post Balance Sheet Events
On 15 July 2022, the Company announced that trading in the Company's Ordinary
Shares had commenced on the OTCQB Venture Market in the United States with the
ticker: ROQAF.
On 16 September 2022, the Company announced the completion of its acquisition
of the entire issued share capital of Oncogeni Limited ("Oncogeni") for an
aggregate consideration of £5,500,000 satisfied by the issue of 50,000,000
new ordinary shares in the Company to the shareholders of Oncogeni, together
with a successful placing, raising gross proceeds of £1,015,000 via the issue
of 7,249,998 Ordinary Shares at a price of 14 pence per share.
In addition, on 16 September 2022 the Company announced the resignation of
Mark Freeman as a non-executive director together with the following board
appointments:
· Trevor Ajanthan (Ajan) Reginald as Executive Director and Chief
Executive Officer;
· Professor Sir Martin Evans as Executive Director and Group Chief
Scientific Officer; and
· Dr Darrin Disley as Non-Executive Director.
Other than the above, there has been no significant change in either the
financial performance or the financial position of the Group since 30 June
2022.
17 Ultimate Controlling Party
As at 30 June 2022, there was no ultimate controlling party of the Company.
18 Nature of the Consolidated Condensed Interim Financial Statements
The Company Financial Information presented above does not constitute
statutory accounts for the period under review.
19 Approval of the Condensed Interim Financial Statements
The Condensed Interim Financial Statements were approved by the Board of
Directors on 22 September 2022.
1 (#_ftnref1) Therapeutic Innovation & Regulatory Science (2022)
56:313-322 https://doi.org/10.1007/s43441-021-00364-y
(https://doi.org/10.1007/s43441-021-00364-y)
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