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REG - Roquefort Theraptcs. - Interim Results to 30 June 2024

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RNS Number : 8697F  Roquefort Therapeutics PLC  27 September 2024

27 September 2024

Roquefort Therapeutics plc

("Roquefort Therapeutics" or the "Company")

 

Interim Results to 30 June 2024

 

Roquefort Therapeutics (LSE:ROQ), the Main Market listed biotech company
focused on developing first in class drugs in the high value and high growth
immunology and oncology markets, is pleased to announce its interim results
for the six-month period ended 30 June 2024 (the "period" or "H1").

 

Highlights

·      Signed a term sheet in May 2024 for the Company's first
therapeutic out-licensing deal for its Midkine antibody program with PDC
FZ-LLC ("PDC") for an initial consideration of US$10 million

·      Significant progress made across pre-clinical portfolio with
positive results announced in MK cells, Midkine mRNA and STAT-6 siRNA programs

·      Convertible loan notes (the "Convertible Loan Notes") raising net
proceeds of £584,915 announced in May 2024 providing funds for at least 12
months, in conjunction with Company's existing cash reserves

·      Significant cost cutting measures announced in May 2024 to
further support cashflow, while working on completing cash generative
out-licensing deals

·      Sir Martin Evans moved from his executive position as Chief
Scientific Officer to Non-Executive Director and Dr Michael Stein stepped down
as Non-Executive Director in May 2024

·      Cash at period end of £595,662 and a net loss of £596,547 for
the 6 months to 30 June 2024

 

Post Period End Highlights

·      Additional experiments completed for potential out licensing
partners for the STAT-6 siRNA program

·      European Patent Office and Japan Patent Office granted patents
for the Company's MK cell therapy, across 40 countries including the UK, EU
and Japan

·      The Company received a UK R&D refund of £123,593 in
September 2024

Outlook

·      The Company continues to work with PDC towards finalising a
binding out-licensing agreement for its Midkine antibody portfolio, with
updates to be provided to the market in due course

·      The Company remains committed to securing other therapeutic
licensing deals and is in active discussions in this regard

Commenting on the Interim Results, Roquefort Therapeutics CEO, Ajan Reginald
said: "During the first half of the year we continued with our strategy to
select novel medicines in high value pharmaceutical markets and developed them
to deliver the results required to attract Big Pharma partners. This
culminated in Roquefort Therapeutics announcing the signing of a term sheet
for our first therapeutic licensing deal with PDC, whilst also engaging with
multiple Big Pharma partners regarding our siRNA programs in Immunology and
Inflammation.

The Board is mindful of operational costs, and in May 2024 we raised the
necessary funds for an additional 12 months, which enables us to complete the
development of our pre-clinical programs and to retain the flexibility needed
in negotiating the ongoing out-licensing transactions. I would like to thank
my colleagues at Roquefort Therapeutics in completing the necessary
pre-clinical milestones which have allowed the Company to engage in
out-licensing discussions with large pharma companies and other partners. With
excellent pre-clinical data, and the necessary funding in place, I am
confident in our ability to complete additional licensing deals and look
forward to providing our shareholders with further updates as appropriate."

Chairman Statement

I am pleased to present the interim financial statements to shareholders for
the six months ending 30 June 2024.

 

The highlight of the period was signing a term sheet for the out-licensing of
our Midkine antibody portfolio to PDC, a leading MEA pharmaceutical
organisation. Under the non-binding strategic out-licensing term sheet,
Roquefort Therapeutics receives US$10 million total initial consideration
value including a guaranteed share of the trade sale proceeds on successful
completion of Phase 1 clinical trials. PDC will develop one or more of the
Midkine antibodies within a new Special Purpose Vehicle ("SPV") to complete
the Phase 1 clinical trial and then seek a trade sale of the SPV.  We are now
working with PDC to complete the definitive licence agreement, and further
updates will be made as this progresses.

A summary of the agreed commercial terms in the term sheet are listed below:

 

·      Initial consideration value of US$10 million, which includes
non-dilutive equity in the SPV;

·      Exclusive worldwide licence granted to the SPV for 20 years;

·      Within three years, PDC to develop at least one of the Midkine
antibodies within the SPV to the completion of a Phase 1 trial and then, upon
success, to complete a trade sale of the SPV; and

·      Roquefort Therapeutics will receive circa 24% from any successful
trade sale proceeds, which if the Phase 1 trial is successful, this 24% is
projected to be worth up to US$50M (gross) based on similar phase 1 trade
sales.

Additionally, we made progress with further out-licensing discussions, notably
for our STAT-6 siRNA program, with potential out-licensing partners requesting
additional immunology in vitro experiments to be conducted. These preliminary
experiments were completed in September 2024 with the Company's STAT-6 siRNA
demonstrating efficacy in a validated in vitro experimental model of
immunological disease. The Company believes that these positive immunology
results enhance the Company's existing positive oncology results and therefore
strengthens the program's attractiveness to potential licensees. The Company
will update the market as this process progresses.

Producing compelling pre-clinical data remains important to our strategy of
attracting partners to out-licence and sell our programs, and during the
period we also provided encouraging updates on our MK cells, Midkine mRNA and
STAT-6 siRNA oncology programs. In February 2024, we announced superior in
vivo efficacy, when combining our MK cells with natural killer cells to
demonstrate anti-cancer effect in leukaemia and lymphoma.

In March 2024 we announced significant pre-clinical development milestones,
reporting positive results in Midkine mRNA and STAT-6 siRNA programs. The
Company continued developing, in validated in vivo models, its Midkine mRNA
therapeutics in combination with lipid nanoparticle ("LNP") delivery systems
to target liver cancer, where Midkine is associated with disease progression.
The experiment demonstrated safety and efficacy in reducing functional Midkine
and is significant as it demonstrates when combining with a LNP, our mRNA as a
potential anti-cancer medicine. This offers the potential to be a first in
class medicine targeting the US$3 billion liver cancer market. The STAT-6
siRNA program continues to produce compelling data, and in March 2024, via
validated in vivo models of colon cancer, we demonstrated efficacy of our four
siRNA sequences in reducing STAT-6 expression by 40-50%. Similarly to the
Midkine mRNA program, this offers the potential to be a first in class
medicine in the US$12 billion colon cancer market.

In order to provide additional funding, the Company announced on 23 May 2024
the issuance of unsecured Convertible Loan Notes raising net proceeds of
£584,915. This provides the Company with the necessary funding to continue to
conduct pre-clinical studies and continue out-licensing discussions. The
funding is sufficient for 12 months from June 2024 and is independent of any
funds the Company receives from licensing deals. In addition to participating
in the Convertible Loan Notes fundraise, the Directors' of Roquefort
Therapeutics demonstrated their commitment to securing a licensing deal by
taking a 50% reduction in salaries and Directors fees effective from 1 March
2024, and in August 2024 this reduction was increased to 75%. It is intended
that salaries and Directors' fees will be re-instated to 100% when a cash
generative licensing deal is completed.

Outlook

The Company continues with its strategy to discover first in class medicines,
enhance their appeal through pre-clinical R&D and to then license or sell
the program. Roquefort Therapeutics remains in active out-licensing
discussions with potential partners, and it is our goal to secure binding
agreements with one or more partners.  We are working towards reaching a
binding agreement with PDC for our Midkine antibody portfolio as well as
re-engaging with big pharma for our STAT-6 siRNA program now that we have
demonstrated efficacy in a validated in vitro experimental model of
immunological disease. The fundraise leaves the Company with the necessary
funds to continue out-licensing discussions, and the Board is confident in the
Company's ability to sign further agreements, which in turn are expected to
generate value for all stakeholders.

Financial Review

For the 6 months to 30 June 2024, the Group reported a net loss of £596,547,
mostly relating to administrative expenses. The Group maintained a sufficient
balance sheet position at 30 June 2024, most notably holding cash at period
end of £595,662.

 

Directors

The following directors have held office during the period to 30 June 2024:

Stephen West

Trevor Ajanthan (Ajan) Reginald

Prof. Sir Martin Evans

Dr Darrin Disley

Ms Jean Duvall

Dr Simon Sinclair

Dr Michael Stein (resigned on 23 May 2024)

 

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 2024 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 2024 and that have materially affected the financial
position of the performance of the business during that period.

ENDS

Enquiries:
 Roquefort Therapeutics plc                      +44 (0)20 3918 8633
 Stephen West (Chairman) / Ajan Reginald (CEO)
 SP Angel Corporate Finance LLP (Broker)         +44 (0) 20 3470 0470

 David Hignell / Vadim Alexandre / Devik Mehta
 Buchanan (Public Relations)                     +44 (0)20 7466 5000

 Ben Romney / Jamie Hooper / George Beale
 Peak IR (Investor Relations)                    +33 (0)7 44 44 15 42

 Seb Wykeham

 

LEI: ‎254900P4SISIWOR9RH34

ROQUEFORT THERAPEUTICS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 30 JUNE 2024

 

                                                                                 Unaudited                          Unaudited                          Audited
                                                                                 6 Month Period ended 30 June 2024  6 Month Period ended 30 June 2023  Year ended 31 December 2023
                                                                          Notes  £                                  £                                  £

 Revenue                                                                         -                                  200,000                            200,000
 Cost of goods                                                                   (16,000)                           -                                  -
 Gross profit                                                                    (16,000)                           200,000                            200,000

 Administrative expenses                                                         (541,171)                          (770,812)                          (1,509,595)
 Research and development                                                        (118,319)                          (365,435)                          (620,159)
 Depreciation                                                                    (2,702)                            (1,189)                            (3,890)
 Operating loss                                                                  (678,192)                          (937,436)                          (1,933,644)

 Interest receivable                                                             193                                -                                  1,469
 Interest payable                                                                (13,645)                           -                                  (58)
 Finance expense                                                          7      (11,137)                           -                                  -
 Loss before taxation                                                            (702,781)                          (937,436)                          (1,932,233)

 Income tax                                                                      123,282                            155,078                            187,693
 Total loss for the period attributable to equity holders of the Company         (579,499)                          (782,358)                          (1,744,540)

 Other comprehensive (loss)/ income                                              (12,196)                           39,525                             27,045
 Total comprehensive loss attributable to equity holders of the Company          (591,695)                          (742,833)                          (1,717,495)

 Basic and diluted earnings per ordinary share (pence)                    6      (0.45)                             (0.64)                             (1.35)

 

 

The notes form an integral part of the Unaudited Condensed Interim Financial
Statements.

 

ROQUEFORT THERAPEUTICS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2024

                                                                                                                             Unaudited    Unaudited    Audited
                                                                                                                      Notes  As at        As at        As at

                                                                                                                             30 June      30 June      31 December

                                                                                                                             2024         2023         2023

                                                                                                                             £            £            £
 Assets
 Non-current assets
 Property, Plant & Equipment                                                                                                 47,450       52,855       50,152
 Intangible assets                                                                                                           5,343,505    5,343,505    5,343,505
 Total non-current assets                                                                                                    5,390,955    5,396,360    5,393,657

 Current assets

 Trade and other receivables                                                                                                 87,361       345,832      157,589
 Cash and cash equivalents                                                                                                   595,662      1,379,021                   537,322
 Total current assets                                                                                                        683,023      1,724,853    694,911
 Total assets                                                                                                                6,073,978    7,121,213    6,088,568

 Equity and liabilities
 Equity attributable to shareholders
 Share capital                                                                                                        9      1,291,500    1,291,500    1,291,500
 Share premium                                                                                                        9      4,403,094    4,403,094    4,403,094
 Share based payments reserve                                                                                         10     407,001      380,336      385,537
 Merger relief reserve                                                                                                       3,700,000    3,700,000    3,700,000
 Retained deficit                                                                                                            (4,872,767)  (3,331,086)  (4,293,268)
 Currency translation reserve                                                                                                484          25,160       12,680
 Total equity                                                                                                                4,929,312    6,469,004    5,499,543
 Liabilities
 Non-Current liabilities
 Deferred tax liabilities                                                                                                    281,911      281,911      281,911
 Current liabilities
 Trade and other payables                                                                                             8      253,058      370,298      307,114
 Borrowings                                                                                                           7      609,697      -            -
 Total liabilities                                                                                                           1,144,666    652,209      589,025
 Total equity and liabilities                                                                                                6,073,978    7,121,213    6,088,568

 

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
2024

 

                                                           Unaudited                          Unaudited                          Audited
                                                           6 Month Period ended 30 June 2024  6 Month Period ended 30 June 2023  Year ended 31 December 2023
                                                           £                                  £                                  £
 Cash flow from operating activities
 Loss before income tax                                    (702,781)                          (937,436)                          (1,932,233)
 Adjustments for:
 Share based payment                                       21,463                             5,201                              10,402
 Foreign exchange                                          (9,957)                            31,865                             26,533
 Finance charge                                            11,137                             -                                  -
 Interest income                                           (193)                              -                                  (1,469)
 Interest expense                                          13,645                             -                                  58
 Taxation                                                  123,282                            -                                  187,693
 Depreciation                                              2,702                              1,189                              3,890
 Changes in working capital:
 (Increase) /decrease in receivables                       70,228                             (86,268)                           (55,851)
 Increase / (decrease) in payables                         (54,056)                           96,922                             27,444
 Net cash used in operating activities                     (524,530)                          (888,527)                          (1,733,533)

 Cash flow from investing activities
 Interest received                                         193                                -                                  1,469
 Purchase of Property, Plant & Equipment                   -                                  (54,042)                           (54,042)
 Net cash used in investing activities                     193                                (54,042)                           (52,573)

 Cashflows from financing activities
 Interest paid                                             -                                  -                                  (58)
 Proceeds from convertible note                            584,915                            -                                  -
 Net cash from financing activities                        584,915                            -                                  (58)

 Net increase in cash and cash equivalents                 60,578                             (942,570)                          (1,786,164)
 Cash and cash equivalents at beginning of the period      537,322                            2,322,974                          2,322,974
 Foreign exchange impact on cash                           (2,238)                            (1,383)                            512
 Cash and cash equivalents at end of the period            595,662                            1,379,021                          537,322

 

 

The notes form an integral part of the Unaudited Condensed Interim Financial
Statement

ROQUEFORT THERAPEUTICS PLC - CONDENSED INTERIM FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

AS AT 30 JUNE 2024

 

                                          Ordinary        Share Premium  Share                   Merger                                 Translation Reserve

 Relief Reserve

                                          Share capital                  Based Payment Reserve                      Retained earnings                        Total equity
                                          £               £              £                       £                  £                   £                    £
 As at 1 January 2023                     1,291,500       4,403,094      375,135                 3,700,000          (2,548,728)         (14,365)             7,206,636
 Loss for the year                        -               -              -                       -                  (1,744,540)         -                    (1,744,540)
 Exchange differences                     -               -              -                       -                  -                   27,045               27,045
 Total comprehensive loss for the year    -               -              -                       -                  (1,744,540)         27,045               (1,717,495)
 Transactions with owners
 Ordinary shares issued                   -               -              -                       -                  -                   -                    -
 Warrants charge                          -               -              10,402                  -                  -                   -                    10,402
 Total transactions with owners           -               -              10,402                  -                  -                   -                    10,402
 As at 31 December 2023                   1,291,500       4,403,094      385,537                 3,700,000          (4,293,268)         12,680               5,499,543
 Loss for the period                      -               -              -                       -                  (579,499)           -                    (579,499)
 Exchange differences                     -               -              -                       -                                      (12,196)             (12,196)
 Total comprehensive loss for the period  -               -              -                       -                  (579,499)           (12,196)             (591,695)
 Transactions with owners                                                -
 Ordinary shares issued                   -               -              -                       -                  -                   -                    -
 Warrants charge                          -               -              21,464                  -                  -                   -                    21,464
 Total transactions with owners           -               -              21,464                  -                  -                   -                    21,464
 As at 30 June 2024                       1,291,500       4,403,094      407,001                 3,700,000          (4,872,767)         484                  4,929,312

 

 

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 2024

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 85 Great Portland Street, First Floor,
London, England, W1W 7LT.

The principal activity of the Company is to develop pre-clinical next
generation medicines focused on hard-to- treat cancers.

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

New and revised accounting standards adopted for the period ended 30 June 2024
did not have any material impact on the Group's accounting policies. There are
a number of standards, amendments to standards, and interpretations which have
been issued by the IASB that are effective in future accounting periods that
the Group has decided not to adopt early.

 

The Group is currently assessing the impact of these new accounting standards
and amendments. The Group does not expect any other standards issued by the
IASB, but not yet effective, to have a material impact on 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 2023 were approved by
the Board of Directors on 25 April 2024 and delivered to the Registrar of
Companies. The report of the auditors on those accounts was unqualified and
did not contain any statement under section 498 of the Companies Act 2006;
however, it did contain an emphasis of matter paragraph relating to a material
uncertainty in relation to going concern identified by the Directors and
appropriately disclosed in the financial statements.

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 Group. The condensed consolidated interim financial statements
should be read in conjunction with the annual financial statements for the
year ended 31 December 2023, 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 2024 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.

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 2023.

Segment reporting

The Group 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 judgements

In preparing the condensed consolidated interim financial statements, the
Directors have to make judgements 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 2023.

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 2023. There have
been no changes in any risk management policies since the year.

6   Earnings per Ordinary Share
                                                Unaudited     Unaudited     Audited
                                                Period ended  Period ended  Year ended

                                                30 June       30 June       31 December 2023

                                                2024          2023          £

                                                £             £
 Loss attributable to equity shareholders       (579,499)     (782,358)     (1,744,540)
 Weighted number of ordinary shares in issue    129,149,998   121,850,000   129,149,998
 Basic and diluted loss per share in pence      (0.45)        (0.64)        (1.35)

 

7   Borrowings
                         Unaudited  Unaudited  Audited
                         30 June    30 June    31 December 2023

                         2024       2023       £

                         £          £
 Convertible loan notes  584,915    -          -
 Finance charge          11,137
 Accrued interest        13,645     -          -
                         609,697    -          -

 

The Convertible Loan Notes are unsecured with a 12 month maturity, have a
total face value of £655,000 and have been issued to noteholders at 95% of
the face value.  A finance charge has been recognised for the period, being
the difference between the face value and net proceeds received apportioned
over the life of the loan notes. The interest rate is 12.5% accrued daily and
paid upon conversion (in shares) or repayment (in cash). The conversion price
of the Convertible Loan Notes is calculated as the lower of a) 6 pence per
share; and b) 90% of the price equal to the 10-day volume-weighted average
price calculated backwards from the date which is three business days prior to
the notice of conversion given to the Company.

8   Trade and other payables
                               Unaudited  Unaudited  Audited
                               30 June    30 June    31 December 2023

                               2024       2023       £

                               £          £
 Trade creditors               135,631    274,755    144,841
 Accruals and other creditors  117,427    95,543     162,273
                               253,058    370,298    307,114

9   Share Capital
                          Ordinary Shares  Share Capital  Share Premium  Total
                          No.              £              £              £

 At 1 January 2023        129,149,998      1,291,500      4,403,094      5,694,594
 Movement for the year    -                -              -              -
 At 31 December 2023      129,149,998      1,291,500      4,403,094      5,694,594
 Movement for the period  -                -              -              -
 As at 30 June 2024       129,149,998      1,291,500      4,403,094      5,694,594

 

10   Share Based Payment Reserves
                           Unaudited  Unaudited  Audited
                           30 June    30 June    31 December 2023

                           2024       2023       £

                           £          £
 Opening balance           385,537    375,135    375,135
 NED and Advisor warrants  10,958     5,201      10,402
 CLN Broker warrants       10,506     -          -
                           407,001    380,336    385,537

 

The fair value of the services received in return for the warrants granted are
measured by reference to the fair value of the warrants granted. The estimate
of the fair value of the warrants granted is measured based on the
Black-Scholes valuations model. Measurement inputs and assumptions are as
follows:

 

 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              0.15%           0.00%
 Director           750,000             £0.05        £0.10           50.00%               5              0.15%           0.00%
 Completion         3,000,000           £0.10        £0.10           50.00%               3              0.15%           0.00%
 Senior Management  4,500,000           £0.10        £0.15           50.00%               5              0.15%           0.00%
 Broker             1,320,000           £0.10        £0.10           50.00%               3              0.15%           0.00%
 Corporate Advisor  175,000             £0.10        £0.10           50.00%               3              0.15%           0.00%
 NED and Advisor    900,000             £0.08        £0.15           50.00%               5              0.15%           0.00%
 CLN broker         497,800             £0.06        £0.08           50.00%               5              3.63%           0.00%
 TOTAL              11,892,800

 

Warrants

                            Number of Warrants  Exercise Price  Expiry date
 At at 1 January 2023       35,375,000          £0.106
 Expired during the year    (11,500,00)         £0.102          21 March 2023
 As at 31 December 2023     23,875,000          £0.109
 Expired during the period  (480,000)           £0.05           22 March 2024
 Granted during the period  6,720,300           £0.075          23 May 2029
 As at 30 June 2024         30,115,300          £0.102

The weighted average time to expiry of the warrants as at 30 June 2024 is 4.94
years (2023: 2.7 years).

The expected volatility was calculated using the Exponentially Weighted Moving
Average Mode. Due to limited trading history comparable listed peer company
information was used.

11   Related Party Transactions

During the period the Company raised £655,000 in gross proceeds via the issue
of convertible loan notes.  Chairman Stephen West, CEO Ajan Reginald and
Non-Executive Director Dr Darrin Disley all participated in the raise with Mr
West investing £26,750, Mr Reginald investing £25,000 and Dr Disley
investing £20,000.

There were no other related party transactions during the period ended 30 June
2024.

12   Post Balance Sheet Events

There has been no significant change in either the financial performance or
the financial position of the Group since 30 June 2024.

13   Ultimate Controlling Party

As at 30 June 2024, there was no ultimate controlling party of the Company.

14   Nature of the Consolidated Condensed Interim Financial Statements

The Company Financial Information presented above does not constitute
statutory accounts for the period under review.

15  Approval of the Condensed Interim Financial Statements

The Condensed Interim Financial Statements were approved by the Board of
Directors on 26 September 2024.

 

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.   END  IR UNSSRSSUKUAR

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