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Graft Polymer (UK) - Half-year Report

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RNS Number : 0336E  Graft Polymer (UK) PLC  13 September 2024

This announcement contains inside information for the purposes of Article 7 of
EU Regulation No. 596/2014, which forms part of United Kingdom domestic law by
virtue of the European Union (Withdrawal) Act 2018 (as amended).

 

13 September 2024

Graft Polymer (UK) PLC

Unaudited interim results for the six months to 30 June 2024

 

Graft Polymer (UK) Plc (the "Company" or "Graft Polymer"), an innovative
biotechnology company focused on co-developing therapeutics for mental health
disorders, announces its unaudited interim results for the six months to 30
June 2024.

 

Highlights

·    Board changes undertaken, including appointment of Anthony Tennyson
as Chief Executive Officer.

·    Completion of an operational review, leading to a strategic focus on
the healthcare industry, specifically developing intellectual property ("IP")
relating to the treatment of mental health and substance use disorders, and
the co-development of therapeutics for mental health disorders.

·    Disposal of non-core, underperforming industrial polymer division to
streamline operations and focus on higher-growth sectors.

·    Successful £1.8 million fundraising, post period end, through the
publication of a prospectus (the "Prospectus") and placement of new shares.

·    Entered a commercial collaboration agreement with Awakn Life Sciences
Corp. to co-develop a new class of therapeutics targeting trauma related
mental health disorders such as Post-Traumatic Stress Disorder ("PTSD").

·    Strengthening of the intellectual property portfolio with four new
patent applications related to mental health and substance use disorders.

 

Anthony Tennyson, CEO, said: "I am confident that the strategic steps taken
since my appointment positions Graft Polymer as an innovative biotechnology
company focused on developing IP relating to the treatment of mental health
and substance use disorders, and the co-development of therapeutics for mental
health disorders. We are committed to delivering value to our shareholders as
we continue this journey and I look forward to providing further updates on
our progress."

 

Chairman's Statement

The interim financial results cover the six-month period from the 1 January
2024 to 30 June 2024. A more detailed narrative on the Company's recent
activities was provided in the Prospectus, published on 3 July 2024.

I joined Graft Polymer as Chairman in March 2024, during a period of financial
distress for the Company. Upon my appointment, an injection of capital was
urgently needed, which led to the initiation of a comprehensive operational
review to chart a sustainable path forward.

In May 2024, Anthony Tennyson joined as CEO, bringing a mandate to reduce
overheads, streamline operations, and build out our IP portfolio to capitalise
on the growing potential of our Graft Bio division.

The operational review is now complete, and we are repositioned as a
biotechnology company with a specific focus on mental health and substance use
disorders. Through various announcements, we have communicated our strategy
clearly, and I am grateful for the strong support from our shareholders since
the July 2024 capital raise. Our commitment to developing breakthrough
therapeutics for under-addressed markets, including mental health and
substance use disorders, offers a credible and significant growth opportunity.

 

CEO's report

 

Since my appointment as CEO in May 2024, Graft Polymer has achieved important
milestones that underscore our evolution into a biotechnology company focused
on mental health and substance use disorders. Our initial target is
trauma-related mental health conditions, including PTSD, which impacts
approximately 13 million adults in the U.S. and 20 million in the US, UK, and
key EU markets.

On 3 May 2024, we announced the disposal of Graft Polymer Slovenia D.O.O., a
non-core, underperforming industrial plastics subsidiary. This divestment was
essential in refocusing the Company on our core strengths in biotechnology.

Following this, we took several crucial steps to strengthen the Company's
financial and strategic position:

 

·      3 July 2024: The Company successfully raised £1.8 million,
providing the resources needed to fuel future growth.

 

·      18 July 2024: The Company entered into a commercial collaboration
with Awakn Life Sciences Corp. to co-develop new therapeutics targeting
trauma-related mental health disorders, including PTSD.

 

·      30 July 2024: The Company appointed Professor David Nutt as
Senior Scientific Advisor, adding world-class expertise to our development
programme.

 

·      28 August 2024: The Company and Awakn Life Sciences Corp.
selected the co-lead series for our collaboration and engaged Charnwood
Discovery as the synthesis partner to advance the programme.

 

With these steps, we are confident in our trajectory as a key player in the
development of innovative treatments for mental health and substance use
disorders. We look forward to keeping our shareholders updated as we continue
to execute our strategy.

 

 

 

Enquiries:

Graft Polymer (UK) Plc

Anthony Tennyson, CEO and Executive Director

Email: anthonytennyson@graftpolymer.co.uk

 

Allenby Capital (Broker)

Nick Naylor / Liz Kirchner (Corporate Finance) | Guy McDougall (Sales)

+44 (0) 20 3328 5656

 

GRAFT POLYMER (UK) PLC - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 6 MONTH PERIOD ENDING 30 JUNE 2024

 

                                                                                       Unaudited       Unaudited

                                                                                       Six months to   Six months to 30 Jun 2023

£'000
                                                                                Note   30 Jun 2024

                                                                                       £'000
 Continuing operations
   Revenue                                                                      5      -               240
   Cost of sales                                                                       -               (129)
 Gross profit                                                                          -               111
   Operational costs                                                            6      (18)            (80)
   Administrative expenses                                                      6      (526)           (1,060)
   Gain on deconsolidation                                                      14     139             -
 Operating loss                                                                        (405)           (1,029)
   Depreciation                                                                        -               (94)
   Finance costs                                                                       (64)            (3)
 Loss before taxation                                                                  (469)           (1,126)
   Income tax                                                                          -               -
 Loss for the period from continuing operations                                        (469)           (1,126)
   Loss from discontinuing operations                                           14     (157)           -
 Total loss for the period attributable to equity holders of the parent                (626)           (1,126)
 Other comprehensive income
 Foreign currency translation                                                          76              38
 Derecognition of foreign exchange reserve                                      14     (123)           -
 Other comprehensive income (net of tax) for the year                                  (673)           38
 Total comprehensive loss for the period attributable to equity holders of the         (673)           (1,088)
 parent

 Loss per share (p)                                                             7      (0.38)          (1.08)

 

The notes from an integral part of the Condensed Consolidated Interim
Financial Statements.

CONSOLIDATED STATEMENT OF FINANNCIAL POSITION

FOR THE 6 MONTH PERIOD ENDING 30 JUNE 2024

 

                                   Note  Unaudited     Unaudited 30 Jun 2023  Audited

                                         30 Jun 2024   £'000                  31 Dec 2023

£'000
                                         £'000
 Non-current assets
   Property, plant and equipment   8     -             805                    -
   Intangible assets               9     2,068         2,068                  2,068
   Other non-current assets              -             13                     13
   Right of use assets                   -             47                     39
 Total non-current assets                2,068         2,933                  2,120
 Current assets
   Cash and cash equivalents             27            522                    155
   Trade and other receivables           44            136                    108
   Inventory                             -             114                    51
 Total current assets                    71            772                    314
 TOTAL ASSETS                            2,139         3,705                  2,434

 Non-current liabilities
   Lease liability                       -             29                     22
 Total non-current liabilities           -             29                     22
 Current liabilities
   Trade and other payables              220           197                    249
   Deferred Income                       -             -                      93
   Lease liability                       -             13                     12
   Loan note                       11    264           -                      -
   Provisions                            -             -                      32
 Total current liabilities               484           210                    386
 Total liabilities                       484           239                    408
 NET ASSETS                              1,655         3,466                  2,026

 Equity
   Issued share capital            12    62            41                     41
   Share premium                   12    7,093         7,001                  7,001
   Share capital to issue                358           -                      175
   Share based payments reserve          1,233         858                    1,227
   Capital reduction reserve             2,500         2,500                  2,500
   Foreign exchange reserve              -             37                     47

   Share based payments reserve
   Accumulated losses                    (9,591)       (6,971)                (8,965)
 TOTAL EQUITY                            1,655         3,466                  2,026

The notes from an integral part of the Condensed Consolidated Interim
Financial Statements.

The Condensed Consolidated Interim Financial Statements were approved and
authorised by the Board of Directors on 13 September 2024.

 Nicholas Nelson - Chairman

CONSOLIDATED STATEMENT OF CASHFLOWS

FOR THE 6 MONTH PERIOD ENDING 30 JUNE 2024

                                                                         Unaudited

                                                         Unaudited       Six months to

                                                         Six months to   30 Jun 2023

£'000
                                                         30 Jun 2024

                                                         £'000
 Cash flow from operating activities
   Loss before tax                                       (626)           (1,126)
 Adjustments for:
 Depreciation - property, plant & equipment              57              90
 Depreciation - right of use asset                       -               4
 Finance charge                                          64              3
 Share based payments                                    7               -
 Gain on deconsolidation                                 (139)           -
 Impairment of fixed asset                               (57)            -
 Foreign exchange movements                              75              39
 Changes in working capital:
 Decrease in trade and other receivables                 34              175
 Increase / (decrease)  in in trade and other payables   123             (151)
 Increase in inventories                                 39              73
 Net cash outflow from operating activities              (423)           (893)

 Cash flow from investing activities
 Purchase of property, plant and equipment               -               (237)
 Repayments on right of use assets                       (4)             -
 Disposed subsidiary cash balance                        (13)            -
 Net cash outflow from investing activities              (17)            (237)

 Cash flows from financing activities
 Net proceeds from issue of shares                       112             -
 Proceeds from issue of convertible note                 200
 Net cash inflow from financing activities               312             -

 Net (decrease) in cash and cash equivalents             (128)           (1,130)
 Cash and cash equivalents at beginning of period        155             1,640
 Foreign exchange impact on cash                         -               12
 Cash and cash equivalents at the end of the period      27              522

 

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

AS AT 30 JUNE 2024

                                           Share capital  Shares to be issued  Share premium  Capital Reduction reserve  SBP reserve  Foreign exchange Reserve  Retained earnings  Total equity
                                           £'000          £'000                £'000          £'000                      £'000        £'000                     £'000              £'000
 Balance at 31 December 2022               41             -                    7,001          2,500                      858          (1)                       (5,845)            4,554

 Loss for period                           -              -                    -              -                          -            -                         (1,126)            (1,126)
 Other comprehensive income                -              -                    -              -                          -            38                        -                  38
 Total comprehensive loss for year         -              -                    -              -                          -            38                        (1,126)            (1,088)
 Transactions with owners in own capacity
 Transactions with owners in own capacity  -              -                    -              -                          -            -                         -                  -
 Balance at 30 June 2023                   41             -                    7,001          2,500                      858          37                        (6,971)            3,466

 Loss for period                           -              -                    -              -                          -            -                         (1,994)            (1,994)
 Other comprehensive income                -              -                    -              -                          -            10                        -                  10
 Total comprehensive loss for year         -              -                    -              -                          -            10                        (1,994)            (1,984)
 Transactions with owners in own capacity
 Waiver of Director and advisor fees       -              175                  -              -                          -            -                         -                  175
 Employee options                          -              -                    -              -                          369          -                         -                  369
 Transactions with owners in own capacity  -              175                  -              -                          369          -                         -                  544
 Balance at 31 December 2023               41             175                  7,001          2,500                      1,227        47                        (8,965)            2,026

 Loss for period                           -              -                    -              -                          -            -                         (626)              (626)
 Other comprehensive income                -              -                    -              -                          -            76                        -                  76
 Total comprehensive loss for year         -              -                    -              -                          -            76                        (626)              (551)
 Transactions with owners in own capacity
 Shares issued during the year             21             183                  92             -                          -            -                         -                  296
 Disposal of subsidiary                    -              -                    -              -                          -            (123)                     -                  (123)
 Employee options                          -              -                    -              -                          6            -                         -                  6
 Transactions with owners in own capacity  21             183                  92             -                          6            (123)                     -                  179
 Balance at 30 June 2024                   62             358                  7,093          2,500                      1,233        -                         (9,591)            1,655

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 6 MONTH PERIOD ENDING 30 JUNE 2024

1.         GENERAL INFORMATION

Graft Polymer (UK) Plc ("the Company" or "Graft") was incorporated in England
and Wales as a limited company on 18 May 2017 as Graft Polymer (UK) Limited
and was re-registered as a public limited company on 1 July 2021. The Company
is domiciled in England and Wales with its registered office at Eccleston
Yards, 25 Eccleston Place, London, SW1W 9NF. The Company's registered number
is 10776788.

At the beginning of the period the principal activities of the Company and all
of its subsidiaries (collectively referred to as "the Group") were the
research and development of polymer modification technologies and polymer
modification techniques. However towards the end of the period the board of
directors undertook a review of its business and operations, pursuant to which
it was decided that Graft Polymer Slovenia ("Graft Polymer D.O.O")
(principally, an industrial polymer products manufacturer) was considered no
longer commercially viable due to forecasted negative cashflow as a result of
falling sales and rising costs, with no immediate prospect of becoming
profitable in the short to medium term and as a result the decision was made
to dispose of Graft Polymer D.O.O on 2 May 2024.

Post the divestment the Company will focus its attention and resources on its
Graft Bio division, which represents strong prospectivity through its
intellectual property (IP), licensing agreements, and sales contracts.

The condensed consolidated interim financial statements ("interim financial
statements") were approved for issue by the Board of Directors on 13 September
2024.

2.         ACCOUNTING POLICIES

IAS 8 requires that management shall use its judgement in developing and
applying accounting policies that result in information which is relevant to
the economic decision-making needs of users, that are reliable, free from
bias, prudent, complete and represent faithfully the financial position,
financial performance and cash flows of the entity.

3.         BASIS OF PREPARATION

The interim financial statements of Graft Polymer (UK) Plc for the six-month
period ended 30 June 2024 have been prepared in accordance with Accounting
Standard IAS 34 Interim Financial Reporting.

The interim report does not include all the notes of the type normally
included in an annual financial report. Accordingly, this report is to be read
in conjunction with the annual report for the year ended 31 December 2023,
which was prepared in accordance with UK adopted International Accounting
Standards (IFRS) and the Companies Act 2006, and any public announcements made
by Graft Polymer (UK) plc during the interim reporting period and since.

These interim financial statements do not constitute statutory accounts as
defined in Section 434 of the Companies Act 2006. The Group's statutory
financial statements for the year ended 31 December 2023 prepared under IFRS
have been filed with the Registrar of Companies. The auditor's report on those
financial statements was unqualified and did not contain a statement under
Section 498(2) of the Companies Act 2006.

The functional currency for each entity in the Group is determined as the
currency of the primary economic environment in which it operates.  The
functional currency of the Company's subsidiary (which was disposed of on 2
May 2024) was the Euro. The presentational currency of the Group is Pounds
Sterling as this is the functional currency of the parent entity and also the
currency in which equity fundraising has been facilitated. Amounts have been
rounded to the nearest £'000.

The interim financial statements have not been audited.

The business is not considered to be seasonal in nature.

3.1       GOING CONCERN

These interim financial statements have been prepared on the going concern
basis, which contemplates the continuity of normal business activities and the
realisation of assets and settlement of liabilities in the normal course of
business.

As disclosed in the interim financial statements, the consolidated entity
incurred a net loss before taxation for the period ended 30 June 2024 from
continuing operations of approximately £469,000 (30 June 2023: approximately
£1,126,000) and had net cash outflows of approximately £128,000 (30 June
2023: approximately £1,130,000) for the period ended 30 June 2024. As at
period end, the consolidated entity had net current liabilities of
approximately £413,000 (30 June 2023: net current assets of approximately
£562,000) and had cash and cash equivalents equal to approximately £27,000
(30 June 2023: approximately £522,000).

In the Group's last annual report the Group's auditors noted that there was a
material uncertainty relating to going concern due to an uncertainty over a
potential fundraise. Since period end, the Group has successfully raised
£1.8m (before expenses) via a placing of new ordinary shares which has
boosted the liquidity of the Group.

As a result, the Directors have assessed that the Group now has sufficient
working capital to execute its operations over the next 12 months.
Accordingly, the Directors believe that the Group will be able to continue as
a going concern and that it is appropriate to adopt the going concern basis in
the preparation of the interim financial statements.

3.2       PRINCIPAL RISK AND UNCERTAINTIES

The principal risks and uncertainties of the Group have changed materially
since the publication of the Group's last annual report. A new risk assessment
was performed alongside the prospectus that was published on 3 July 2024 and
the key risks are highlighted below:

-     The Group is currently loss making, recording a financial loss of
approximately £469,000 (30 June 2023: approx. £1,126,000) for the period and
the Group has no clear source of revenue.

-     The existing license of the Group's drug delivery systems may
ultimately fail to deliver revenues through royalty and distribution payments
in accordance with management's expectations or at all; and

-     A core asset of the Group is the intellectual property rights in its
drug delivery system. A failure to protect those intellectual property rights
and its portfolio of intellectual property rights, more generally, may have an
adverse impact on the financial condition of the Group

These risks are deemed by the Directors to be within the normal risk appetite
of the Group and are comfortable that the risks are properly mitigated where
required.

3.3       CRITICAL ACCOUNTING ESTIMATES

The preparation of these interim financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, income and expenses, and disclosure of contingent assets and
liabilities at the end of the reporting period.

In preparing these interim financial statements, the significant judgements
made by management in applying the Group's accounting policies and the key
sources of estimation uncertainty were similar to those that applied to the
financial statements for the period ended 31 December 2023 (unless
specifically detailed below) with the nature and amounts of such estimates
have not changed significantly during the interim period. New critical
accounting estimates considered by management for the interim period were:

Disposal of Graft Polymer D.O.O

On 2 May 2024, the board of directors undertook a review of its business and
operations, pursuant to which it was decided to dispose of Graft Polymer D.O.O
on 2 May 2024. On contemplation of various factors relating to Graft Polymer
D.O.O the board decided there was not significant value in the subsidiary and
hence decided to dispose of it for nominal consideration.

4.         SEGEMENT REPORTING

The Chief Operating Decision Maker is the Board of Directors. The Board
reviews the Group's internal reporting in order to assess performance of the
Group. Management has determined the operating segments based on the reports
reviewed by the Board.

The Board considers that during the six month period ended 30 June 2024, the
Group operated in two segments being the corporate function in the United
Kingdom and polymer development and production in Slovenia.

However, due to the disposal of the Slovenian operations on 2 May 2024, the
contributions from the Slovenian operating segment are not reported in the
loss from continuing operations in the statement of comprehensive income. For
details of the contribution of the Slovenian operations during the period up
until the point of disposal, refer to Note 14.

 

5.         REVENUE

                     Period to     Period to 30 Jun 2023 £'000

                     30 Jun 2024

                     £'000
 Sales revenue       -             240
                     -             240

For details of the revenue from the Slovenian operations during the period up
until the point of disposal refer to Note 14.

 

6.         OPERATING LOSS

Operating loss from continued operations is stated after (charging):

                                          Period to                                  Period to

                                          30 Jun 2024                                30 Jun 2023

                                          £'000                                      £'000
 Operational costs                        (18)                                       (80)
 Director and employee costs              (241)                                      (620)
 Professional and consulting fees         (248)                                      (163)
 Travel expenses                                               -                     (2)
 Corporate and administrative costs       (30)                                       (150)
 Other expenses                           (7)                                        (31)
 Foreign exchange                         -                                          (94)
 Gain on deconsolidation                  139                                        -
                                          (405)                                      (1,140)

7.         EARNINGS PER SHARE

The calculation of the basic and diluted earnings per share is calculated by
dividing the profit or loss for the period by the weighted average number of
ordinary shares in issue during the period.

                                                                Unaudited Period to 30 Jun 2024  Unaudited  Period to 30 Jun 2023
 Loss for the period from continuing operations - £ '000s       (469)                            (1,126)
 Weighted number of ordinary shares in issue                    124,309,754                      104,097,229
 Loss per share from continuing operations - p                  (0.38)                           (1.08)

Share options and warrants could potentially dilute basic earnings per share
in the future. These were not included in the calculation and no diluted
earnings per share presented as the Group is loss making and additional equity
instruments are anti-dilutive for the periods presented.

 

8.         PROPERTY, PLANT AND EQUIPMENT

                                               Leasehold Improvements  Plant             Total

                                               £'000                   & Equipment       £'000

                                                                       £'000
 Cost
 At 1 July 2023                                90                      1,135             1,225
 Additions                                     14                      6                 20
 Disposals                                     -                       (27)              (27)
 Impairment                                    (107)                   (1,117)           (1,224)
 Exchange impact                               3                       3                 6
 At 31 December 2023 (audited)                 -                       -                 -
 Impairment                                    107                     1,117             1,224
 Disposal on derecognition of subsidiary       (107)                   (1,117)           (1,224)
 At 30 June 2024 (unaudited)                   -                       -                 -

 Depreciation
 At 1 July 2023                                (48)                    (372)             (420)
 Charge for the year                           -                       (73)              (73)
 Disposals                                     -                       6                 6
 Impairment                                    40                      463               503
 Exchange impact                               8                       (24)              (16)
 At 31 December 2023 (audited)                 -                       -                 -
 Impairment                                    (40)                    (463)             (503)
 Disposal on derecognition of subsidiary       40                      463               503
 At 30 June 2024 (unaudited)                   -                       -                 -

 Net book value at 31 December 2023 (audited)  -                       -                 -
 Net book value at 30 June 2023 (unaudited)    42                      763               805
 Net book value at 30 June 2024 (unaudited)    -                       -                 -

 

9.         INTANGIBLE ASSETS

 

                       Unaudited 30 Jun 2024  Unaudited 30 Jun 2023  Audited

£'000

                       £'000                                         31 Dec 2023

£'000
 Opening balance       2,068                  2,068                  2,068
                       2,068                  2,068                  2,068

Intangible assets relate to the issue of 22,500,000 shares to founding
director Victor Bolduev on the acquisition of his "Know-how" and patents that
have been transferred to the Group.

At each period end, the Directors assess the intangible assets for any
indicators of impairment and have concluded no presence of such indicators.
Consequently no impairment charge has been processed during the period (31 Dec
2023: £nil).

10.       INVESTMENTS

Company subsidiary undertakings

The Group owned interests in the following subsidiary undertakings, which are
included in the financial statements:

 

 Name                      Business Activity                       Country of Incorporation  Registered Address                                     Percentage Holding
 Graft Polymer IP Limited  Intellectual property                   England and Wales         Eccleston Yards, 25 Eccleston Place, London, SW1W 9NF  100%
 GRAFTBIO Limited          Bio-Polymer development and production  England and Wales         Eccleston Yards, 25 Eccleston Place, London, SW1W 9NF  100%

 

11.       LOAN NOTE

                            Unaudited 30 Jun 2024  Unaudited 30 Jun 2023  Audited 31 Dec 2023

                            £'000                  £'000                  £'000
 Opening balance            -                      -                      -
 Principal drawn down       200                    -                      -
 Interest charged           64                     -                      -
 Principal repaid           -                      -                      -
                            264                    -                      -

On 15 March 2024, the Company entered into a £100,000 working capital loan
facility, which was subsequently increased by a further £100,000 in April
2024. The facility has been drawn down in full and attracts an interest rate
of 10% per month. The loan is repayable on demand, together with accumulated
interest.

 

12.       SHARE CAPITAL

                              Unaudited       Unaudited       Audited

                               30 Jun 2024     30 Jun 2023     31 Dec 2023
 Number of shares             124,763,966     104,097,299     104,097,299
 Nominal value (£'000)        62              41              41

 

Issued and fully paid ordinary shares with a nominal value of £0.001 (2023:
£0.001)

 

Change in issued Share Capital and Share Premium:

                                                Number of shares  Share     capital      Share premium  Total
 Ordinary shares                                                  £'000                  £'000          £'000
 Opening balance at 31 December 2023            104,097,299       41                     7,001          7,042
 Issue of shares at placing price of 0.6 pence  20,666,667        21                     103            124
 Share issue costs                              -                 -                      (11)           (11)
 Closing balance at 30 June 2024                124,763,966       62                     7,093          7,155

 

13.       SHARE BASED PAYMENT RESERVE

Warrants

                                    As at 30 June 2024
                                    Weighted average exercise price  Number of warrants
 Brought forward at 1 January 2024  22p                              2,031,008
 Granted in period                  1p                               10,333,333
                                    0.6p                             1,500,000
 Expired during period              22p                              (775,194)
 Outstanding at 30 June 2024        2.9p                             13,089,147
 Exercisable at 30 June 2024        2.9p                             13,089,147

The weighted average time to expiry of the warrants as at 30 June 2024 is 515
days.

The following table lists the Black Scholes inputs to the model used for
valuation of the warrants:

                                 1p warrants  0.6p warrants
 Dividend yield (%)              0%           0%
 Expected volatility (%)         92.4%        92.4%
 Risk-free interest rate (%)     3.6%         3.6%
 Time to maturity                2 years      2 years
 Exercise price (£)              0.01         0.006
 Share price at grant date (£)   0.006        0.006

 

14.       BUSINESS COMBINATIONS

Discontinued operations

A discontinued operation is a component of the Group that has been disposed of
or classified as held for sale and that represents a separate major line of
business or geographical area of operation, is part of a single co-ordinated
plan to dispose of such a line of business or area of operations, or is a
subsidiary acquired exclusively with a view to resale. The results of
discontinued operations are presented separately on the face of the Statement
of Comprehensive Income.

The Board recently undertook a review of its business and operations, pursuant
to which it was decided that the Slovenian operation, Graft Polymer D.O.O
(principally, an industrial polymer products manufacturer), was considered no
longer commercially viable due to forecasted negative cashflow as a result of
falling sales and rising costs, with no immediate prospect of becoming
profitable in the short to medium term. The Group disposed of Graft Polymer
D.O.O on 2 May 2024.

A gain on deconsolidation as at date of disposal of £139k was recognised and
taken to the Statement of Comprehensive Income.

 Gain on deconsolidation of Graft Polymer D.O.O
                                                                        2 May 2024

                                                                        £'000
 Consideration received
   Cash                                                                 -
   Carrying amount of net liabilities sold                              16
                                                                        16
   Reclassification of foreign exchange reserve                         123
   Gain on deconsolidation                                              139

 Financial Performance for Graft Polymer D.O.O
                                                                        Unaudited                   Unaudited

                                                                        Four months to 2 May 2024   Six months to 30 Jun 2023

£'000
                                                                        £'000
   Revenue                                                              221                         240
   Cost of sales                                                        (162)                       (128)
 Gross profit                                                           59                          112
   Operational costs                                                    (17)                        (80)
   Depreciation                                                         (57)                        (92)
   Administrative expenses                                              (141)                       (288)
 Operating loss                                                         (156)                       (348)
   Finance costs                                                        (1)                         (3)
 Loss before taxation                                                   (157)                       (351)
   Income tax                                                           -                           -
 Loss for the period from discontinuing operations                      (157)                       (351)

 

 Assets and liabilities of Graft Polymer D.O.O
                                                          Unaudited    Audited

                                                          2 May 2024   31 Dec 2023

£'000
                                                          £'000
 Non-current assets
   Right of use assets                                    38           39
   Other non-current assets                               13           13
 Total non-current assets                                 51           52
 Current assets
   Cash and cash equivalents                              13           143
   Trade and other receivables                            44           78
   Inventory                                              11           50
 Total current assets                                     68           271
 TOTAL ASSETS                                             119          323

 Non-current liabilities
   Lease liability                                        -            22
 Total non-current liabilities                            -            22
 Current liabilities
   Trade and other payables                               71           132
   Deferred Income                                        36           93
   Lease liability                                        28           12
 Total current liabilities                                135          237
 Total liabilities                                        135          259
 NET ASSETS                                               (16)         64

 

15.       RELATED PARTY TRANSACTIONS

Payments to Directors

In the period Directors accrued fees as per below which were outstanding at
period end:

                                     Fees accrued in the period  Outstanding Fees as at 30.06.24

                                     (£)                         (£)
 Victor Bolduev                      84,870                      135,175
 Pavel Kobzev                        22,270                      52,160
 Roby Zomer                          30,050                      66,666
 Yifat Steuer                        50,050                      90,270
 Alex Brooks                         7,430                       16,865
 Anthony Tennyson                    8,335                       8,335
 Nicholas Nelson                     10,500                      10,500

The outstanding fees were settled through a mix of cash and share
consideration post period end.

16.       EVENTS SUBSEQUENT TO PERIOD END

Placement of New shares and issue of warrants

On 10 July 2024, the Company raised £1.8 million (before expenses) through a
placing of 2,171,166,667 new ordinary shares. A breakdown of the placement is
detailed below:

 Type of shares           No. of shares
   Placing shares         1,800,000,000
   Conversion shares(1)   264,000,000
   Management shares(2)   59,666,667
   Fee shares(3)          47,500,000
 Total                    2,171,166,667

(1) Shares issued as full repayment of working capital loan and accrued
interest

(2) Shares issued in satisfaction of fees owed to Directors as at 31 March in
connection to the July 24    transaction

(3) Shares issued to various directors and advisors in lieu of fees owed

In addition to the above, on 10 July 2024, 294,500,000 warrants were also
issued.

Resignation of Pavel Kobzev

On 15 July 2024, Mr. Pavel Kobzev resigned from the board of directors with
immediate effect. This followed the Company's recent divestiture of its
industrial plastics business unit, Graft Polymer D.O.O., announced on 3 May
2024.

Resignation of Victor Bolduev

On 1 August 2024, Mr. Victor Bolduev resigned from the board of directors and
from his role as the Company's Chief Technology Officer with immediate effect.
This followed the Company's recent divestiture of its industrial plastics
business unit, Graft Polymer D.O.O., announced on 3 May 2024.

Resignation of Yifat Steuer

On 12 August 2024, Ms. Yifat Steuer resigned from the board of directors and
from her role as the Company's Chief Financial Officer with immediate effect.

Issue of options to Professor David Nutt

In consideration for becoming the Company's Senior Scientific Adviser,
Professor Nutt was granted 10,000,000 nominal cost options (with an exercise
price of £0.001 and expiry life of 3 years) over the Company's ordinary
shares under the Company's Long Term Incentive Plan. The options vest in 3
equal tranches with one tranche vesting immediately and the remaining two
tranches on the 1 and 2 year anniversary of grant date respectively.

Impairment of Intangible Assets

Subsequent to period end the board of directors reviewed the current financial
position of the Company and, following the resignation of Victor Bolduev on 1
August 2024 the directors will assess the recoverability of intangible assets
linked to his intellectual property and "Know-how." As there were no
indicators of the potential resignation of Mr Bolduev at period end the
Directors are comfortable that the assets were not impaired at this stage.

 

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