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REG - GenIP PLC Tekcapital plc - Unaudited Results to 31 December 2024

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RNS Number : 0062D  GenIP PLC  31 March 2025

 

 

31 March 2025

GenIP Plc

("GenIP" or the "Company")

Unaudited Results for the period 23 February 2024 to 31 December 2024

 

GenIP Plc (AIM: GNIP), a technology business providing Generative Artificial
Intelligence (GenAI) solutions to help research organisations and corporations
commercialise their innovations, as previously notified in Schedule One
published on 18 September 2024 and in accordance with AIM Rule 18,
 announces its unaudited results from incorporation on 23 February to 31
December 2024.

 

Introduction

 

GenIP is a start-up company established in February 2024 and has achieved
significant milestones in its first year. In June 2024, the Company acquired
certain assets and liabilities related to the Invention Evaluator and Vortechs
businesses in exchange for a capital contribution from Tekcapital plc and
Tekcapital LLC. In October 2024, the Company was admitted to trade on the AIM
market of the London Stock Exchange, following a successful fundraising by way
of a placing and subscription for shares that raised £1.75m in gross
proceeds. These funds are driving the Company's growth strategy to expand its
commercial opportunities with existing and potential customers and to compete
effectively in the Technology Transfer markets.

GenIP integrates expert human insight with GenAI technology and algorithms to
provide two core services that can re-shape innovation:

1.   Invention Evaluator: Utilising proprietary AI-driven software, this
service delivers tailored research reports that evaluate the commercial
potential of groundbreaking innovations and discoveries.

2.   Vortechs: An executive recruitment platform employing advanced machine
learning and natural language processing technologies to connect technology
companies and organisations with highly skilled executives specialising in
technology commercialisation.

 

Financial Highlights

 

●     The results presented for the period from incorporation on 23
February 2024 to 31 December 2024 are unaudited. The Company's auditors are in
the process of finalising the audit, and as such, the figures are subject to
potential adjustments in the final audited financial statements.

●     Turnover (since June 2024 acquisition): $144k, generating a gross
profit of $37k.

●     Operating Loss: $807k, after $844k in administrative and operating
expenses. These include $280k in share-based payments and $63k in marketing
and advertising expenses, with marketing campaigns launching post-fundraising
in December 24.

●     Other Operating Income: $100k reimbursement from Tekcapital LLC
for IT development costs incurred.

●     Net Assets (31 December 2024): $1,318k, with cash balances of
$972k.

●     Successful admission to AIM and completion of fundraising by way
of placing and subscription of shares, raising gross proceeds of £1.75
million (£1.1 million net proceeds).

The financial statements are presented in US Dollars which is the Company's
presentational and functional currency.

 

Market Position and Strategy

 

GenIP aims to establish itself as a global leader in Generative AI analytical
services. With a focus on continual enhancement of its offerings, the company
is well-positioned to drive sustainable growth by catering to B2B clients who
benefit from repeat usage of GenIP's services.

With a strong portfolio of intellectual property, advanced technological
capabilities, and an extensive network of university and corporate clients,
GenIP is ready for expansion. The company serves clients across six
continents, with North America leading in demand, followed by significant
traction in South/Latin America and emerging strength in Asia.

 

Outlook

 

Already in 2025, the Company has secured orders for over 500 Invention
Evaluator reports forecast to generate revenues of more than $400k, to
complement the existing pipeline of orders.

Customers typically pay in advance for Invention Evaluator report orders,
providing the Company with operating cash flow and future revenue visibility,
with revenue recognised upon report production by GenIP and delivery to the
client.

Typically, prepayments are utilised approximately 50% within the first 12
months and the balance over the following 12-18 months.

Newly implemented strategies have introduced fixed periods for prepaid order
utilisation, driving efficiency.

Vortechs anticipates growth in demand driven by ongoing marketing campaigns
and promising new opportunities.

While recent changes and challenges in the US market remain a consideration,
GenIP's robust growth in Latin America and Asia provides a counterbalance,
reinforcing confidence in the Company's strategic direction.

GenIP is encouraged by its early successes in its first few months of trading,
enthusiastic about its growth potential, and committed to significantly
expanding its reach and impact in 2025.

 

Lord David Willetts, Chairman of GenIP, commented:

"I am delighted with the progress GenIP has made since its successful start-up
in February, followed by the acquisition of Invention Evaluator and Vortechs
in June, and our listing in October 2024. The Company is now well-positioned
to achieve commercial success and expand its global footprint by leveraging
our AI-enhanced solutions within the technology transfer market.

By combining cutting-edge analytics with expert human insights, we provide
invaluable support to universities and corporations, helping them navigate the
complexities of commercialising innovation. In a world defined by rapid
technological advancement, GenIP stands poised to ensure that the most
promising discoveries reach their full potential.

On behalf of the Board, I would like to thank our stakeholders for their
support and investment in our vision. As we move ahead, we recognise both the
challenges and opportunities that lie before us in re-shaping innovation and
the technology transfer markets. We look forward to keeping you updated on our
progress throughout the year."

 

CEO Statement on Unaudited Results and Future Growth

GenIP has delivered exceptional progress since our launch, evidenced by our
expanding global client base and the successful integration of our AI-powered
solutions. We are seeing firsthand how our refined offerings are directly
impacting our clients, streamlining their innovation commercialisation
processes and yielding tangible results.

Our focus remains on executing our global expansion strategy and continually
enhancing our services. By leveraging our proprietary data, advanced
analytics, and the expertise of our dedicated team, we are empowering
organisations to bring breakthrough technologies to market with unprecedented
efficiency. This translates to real-world impact, accelerating societal and
economic progress.

We value Tekcapital's role as a majority stakeholder and acknowledge their
contribution in facilitating our public listing.

We are now well-positioned to scale our operations effectively, forge
strategic partnerships, and penetrate high-impact markets with confidence. We
are also committed to leading the transformation of technology transfer and
are incredibly excited to demonstrate our significant impact through our
upcoming achievements.

We extend our sincere thanks to our stakeholders for their continued
confidence.

Other Information

A copy of this announcement is available at the Company's website:
www.genip.ai (http://www.genip.ai)

 

This announcement contains inside information for the purposes of the market
abuse regulation (Eu no. 596/2014) as it forms part of UK domestic law by
virtue of the European Union (withdrawal) act 2018. Upon the publication of
this announcement via a regulatory information service, this inside
information is now considered to be in the public domain and such persons
shall therefore cease to be in possession of inside information.

 

Enquiries:

 

 GenIP Plc                                                                 Via Redchurch Communications

 Melissa Cruz, CEO

 Beaumont Cornish Limited (Nominated Adviser)                              Tel:  +44 (0) 20 7628 3396

 Roland Cornish / Asia Szusciak / Andrew Price

 Novum Securities Limited (Broker)                                         Tel: +44 (0)20 7399 9425

 Jon Belliss                                                               JBelliss@novumsecurities.com

 Redchurch Communications (Financial PR)                                   genip@weareredchurch.com (mailto:genip@weareredchurch.com)

 John Casey

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

Unaudited Statement of comprehensive income
for the period 23 February to 31 December 2024

 

 

 

 

                                            Note  Period from 23 February 2024 to 31 December 2024
                                                  Unaudited
                                                  US $
 Continuing operations

 Revenue                                                          144,680
 Cost of sales                                    (107,757)
 Gross Profit                                                       36,923

 Administrative expenses                          (843,738)
 Operating loss                                   (806,815)
 Other Income                                     100,000
 Finance income                                                       1,813
 Finance costs                                    (7,024)
 Loss before tax                                  (712,026)
 Taxation                                                                    -
 Loss after tax for the period                    (712,026)
 Total comprehensive loss for the period          (712,026)
 Loss per share
 Basic loss per Ordinary share              6     (0.041)
 Diluted loss per Ordinary share                  (0.030)

 

 

All amounts relate to continuing operations.

As these are the first results of the Company, there are no comparative
figures.

 

 

Unaudited Statement of financial position
on 31 December 2024

 

                                                                                       Note                                                                                  31 December 2024
                                                                                                                                                                             Unaudited
                                                                                                                                                                             US$
 Assets
 Non-current assets
 Intangible assets                                                                     7                                                                                     255,367
                                                                                                                                                                             255,367

 Current assets
 Trade and other receivables                                                           8                                                                                     235,050
 Intercompany receivables                                                              9                                                                                     215,999
 Cash and cash equivalents                                                             10                                                                                    972,364
                                                                                                                                                                             1,423,413

 Total assets                                                                                                                                                                1,678,780

 Current Liabilities
 Trade and other payables                                                                                                                                                    147,848
 Deferred income                                                                            11                                                                               72,349
 Convertible loan note                                                                      12                                                                               140,497
                                                                                                                                                                             360,694

 Total Liabilities                                                                                                                                                           360,694
 Net                                                                                                                                                                         1,318,085
 assets

 Capital and reserves
 Ordinary shares                                                                            13                                                                               101,841
 Share premium                                                                                                                                                               1,421,737
 Share Option & Warrant Reserve                                                                                                                                              314,970
 Capital contribution reserve                                                                                                                                                191,564
 Retained losses                                                                                                                                                             (712,027)
 Total equity                                                                                                                                                                1,318,085

 

 

 

As these are the first results of the Company, there are no comparative figures.

 

 

Unaudited Statement of changes in equity
for the period 23 February to 31 December 2024

 
                                                        Ordinary Shares                   Share Premium                           Capital Contribution                            Options & Warrant Reserve               Retained earnings               Total Equity
                                                        US $                              US $                                    US $                                            US $                                    US $                            US $

  At 23 February 2024                                               -                                    -                                          -                                            -                                       -                                 -
 Loss for the period                                                                                                                                                                                                      (712,027)                       (712,027)
 Total comprehensive income for the period                              -                                    -                                           -                                           -                    (712,027)                       (712,027)
 Transactions with owners, recorded directly in equity
 Capital contribution                                               -                                    -                               191,564                                                 -                                       -                      191,564
 Share issue (Note 14)                                   101,841                           2,318,059                                        -                                                    -                                       -                   2,419,900
 Cost of share issue (Note 14)                                      -                     (896,322)                                         -                                                                                            -                (896,322)
 Share based payments (Note 15)                                     -                                    -                                  -                                         314,970                                            -                      314,970
 Total transactions with owners                          101,841                           1,421,737                                     191,564                                      314,970                                            -                   2,030,112
 At 31 December 2024                                     101,841                           1,421,737                                     191,564                                      314,970                             (712,027)                          1,318,085

 
As these are the first results of the Company, there are no comparative figures.
 

 

Unaudited Statement of cash flows
for the period 23 February to 31 December 2024
 
                                                                                 Period from 23 February 2024 to 31 December 2024
                                                                                 Unaudited
                                                                                 US $
 Cash flows from operating activities
 (Loss) after tax                                                                (712,027)
 Adjustments for:
 - Amortisation                                                                  54,187
 - Share based payment expense                                                   314,970
 Working capital changes:
 - Increase in Inter-Company Loan                                                (215,999)
 - Increase in trade and other receivables                                       (176,698)
 - Deferred revenue movement                                                     22,314
 - Increase in trade and other payables                                          147,847
 Net cash outflows from operating activities                                     (565,406)
 Cash flows from investing activities
 Purchase of intangibles                                                         (126,306)
 Net cash outflows from investing activities                                     (126,306)
 Cash flows from financing activities
 Proceeds from issue of ordinary shares                                          2,419,902
 Costs of raising finance                                                        (896,323)
 Proceeds from convertible loan note borrowings                                  140,497
 Net cash inflows from financing activities                                      1,664,076
 Net (decrease)/increase in cash and cash equivalents
 Cash and cash equivalents at beginning of year                                  0
 Cash and cash equivalents at end of period                                      972,364

 

 

As these are the first results of the Company, there are no comparative figures.

Notes to the Unaudited Financial Statements
 
1      General Information

GenIP plc is a public company limited by shares and registered and
incorporated in England and Wales. The registered office is 12 New Fetter
Lane, London, United Kingdom, EC4A 1JP. (Companies House registration number
15517400)

 

The principal activity of the Company is to empower organisations to better
evaluate and commercialise their discoveries through two distinct, yet
complementary, services:

o  Invention Evaluator - providing bespoke enhanced research reports
assessing the market potential for new technological innovations and
discoveries by utilising artificial intelligence driven proprietary software;
and

o  Vortechs - providing executive recruitment services to match technology
organisations with experienced executives and business leaders also utilising
artificial intelligence driven software and proprietary data.

 

Key Dates

 23 February 2024  The Company was incorporated as GenIP, Limited
 23 August 2024    The Company re-registered as GenIP Plc
 5 September 2024  The Company entered into an Asset Purchase Agreement with Tekcapital plc and
                   Tekcapital LLC. In accordance with the terms of the Agreement, and effective 4
                   June 2024, the Company acquired certain assets and liabilities related to
                   Invention Evaluator and Vortechs business in exchange for a capital
                   contribution.
 3 October 2024    The Company was admitted to trade on the AIM market of the London Stock
                   Exchange, following a placing and subscription for shares.

 

Accordingly, there is no comparative financial information included in these
financial statements.

These unaudited financial statements were approved for issue on 31 March 2025.

 

2      Significant accounting policies
2.1   Basis of preparation

The financial statements have been prepared in accordance with UK adopted
International Financial Reporting Standards and interpretations (collectively
"IFRS") issued by the International Accounting Standards Board ("IASB").

These financial statements are unaudited and do not constitute statutory
accounts as defined in section 434 of the Companies Act 2006.

The financial statements have been prepared on a going concern basis, under
the historical cost convention.

The financial statements are presented in US Dollars which is the Company's
presentational and functional currency. Transactions in foreign currencies are
recorded at the rate ruling at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies are retranslated at the rate
of exchange ruling at the end of the reporting period. All differences are
taken to the statement of profit or loss and other comprehensive income.

The Company's shares were admitted to trading on AIM, a market operated by the
London Stock Exchange on 3 October 2024. These financial statements have also
been prepared in accordance with AIM Rules.

 

2.2   Business combination

In accordance with the terms of the Asset Purchase Agreement dated 5 September
2024, effective 4 June 2024, the Company acquired certain assets and
liabilities related to Invention Evaluator and Vortechs business.

The Company accounted for this transaction using a predecessor value method
and accounted for the assets and liabilities acquired using existing carrying
values.

 

2.3   Share based payments.

The Company introduced share-based compensation prior to the listing, under
which the Company receives services from employees and certain suppliers as
consideration for equity instruments (shares, share options, and/or share
warrants) in the Company.

The fair value of the services received in exchange for these equity
instruments is recognised as an expense. The total amount to be expensed is
determined by reference to the fair value of the equity instruments granted:

●     excluding the impact of any service and non-market performance
vesting conditions (e.g., profitability, sales growth targets, remaining an
employee of the Company over a specified time period, or fulfilling
contractual obligations);

●     excluding the impact of any non-vesting conditions (e.g.,
requirements for employees to save or specific obligations of warrant
holders).

 

The fair value of share warrants has been assessed at the grant date using an
appropriate valuation model, taking into account the terms and conditions upon
which the warrants were granted. Assumptions about the number of options and
warrants expected to vest include consideration of non-market vesting
conditions.

The total expense is recognised over the vesting period, which is the period
during which all of the specified vesting conditions must be met. At the end
of each reporting period, the Company will revise its estimates of the number
of equity instruments expected to vest based on non-market vesting conditions.
Adjustments to these estimates, if any, will be recognised in the income
statement with a corresponding adjustment to equity.

When share options or share warrants are exercised, the Company will issue new
shares. The proceeds received, net of any directly attributable transaction
costs, will be credited to share capital (nominal value) and share premium.

 
2.4   Revenue Recognition

Revenue is measured at the fair value of the consideration received or
receivable, and represents amounts receivable for the services supplied,
stated net of discounts, and value added taxes.

The Company recognises revenue when the contract is identified, performance
obligation is determined, transaction price (as defined for each service
below) is determined and allocated to performance obligation in accordance
with IFRS 15.

The Group provides the following lines of services:

Invention Evaluator services: provision of reports assessing potential of any
new technology. Revenue is recognised upon delivery of a complete report, when
the report is made available to each customer. Upon access to the report
delivered via online portal, customers consume the benefits of the contractual
obligation, and the performance obligation is met. Directors consider
transaction price to be clearly determined upon payment of fixed fee for each
report prior to report's delivery. Directors considered uncertainty of cash
flows from sales to be limited, considering prepayment is typically made for
each report prior to report's delivery.

Vortechs tech transfer recruitment services: recruitment services specialising
in technology transfer executives. Revenue is recognised at three stages in
the assignment, in each case when the performance obligation is met - upon
engagement, when the first candidate is interviewed and when the hire is made
by GenIP's customer. Directors consider transaction price to be clearly
determined when both parties agree to a placement fee for each assignment.
Directors considered uncertainty of cash flows from sales to be limited,
considering payments are made by organisations with excellent track record of
payments and clear definition of performance obligation upon which such
payment is made.

 

3      Significant judgments and estimates
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Directors also make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.
The Directors did not identify any judgments, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of the assets and liabilities within the next financial year.
 
3.1   Going concern

The Directors have assessed the ability of the Company to continue as a going
concern using cash flow forecasts. The Company initially met its day to day
working capital requirements through financing provided by Tekcapital Europe
Limited primarily via the issue of a convertible loan note. Subsequently, the
funds raised through the placement and subscription for shares and Admission
to trade on AIM, together with cash generated from operating activities
finance the Company's working capital requirements. The Directors are
satisfied that there are sufficient resources to continue in business for
the foreseeable future.

 

Furthermore, the Directors are not aware of any material uncertainties that
may cast significant doubt upon the Company's ability to continue as a going
concern. They are mindful of the rising costs of inflation but are confident
they have appropriate plans in place to mitigate any such risk in relation to
this. Therefore, the Financial Statements continue to be prepared on the going
concern basis.

 
4      Segmental Analysis
IFRS 8 requires operating segments to be identified based on internal reporting. Accordingly, the determination of the Company's operating segments is based on the following organisation units for which management accounting information is reported to the Company's management and used to make strategic decisions.
●     Invention Evaluator
●     Vortechs
 
                                                Invention Evaluator               Vortechs                          Unallocated                           Total
 Segmental income statement                     US $                              US $                              US $                                  US $
 23 February to 31 December 2024
 Revenue                                               99,349                            45,331                                       -                        144,680
 Cost of sales                                  (98,655)                          (9,102)                                             -                   (107,757)
 Operating costs                                (117,703)                         (34,310)                          (537,538)                             (689,551)
 Interest Income/(Expense)                                      -                                 -                 (5,211)                               (5,211)
 Depreciation and amortisation                  (27,192)                          (26,995)                                                                (54,187)
 Operating loss                                 (144,201)                         (25,076)                          (542,749)                             (712,026)
 Loss on ordinary activities before tax         (144,201)                         (25,076)                          (542,749)                             (712,026)
 Tax                                                            -                                 -                                   -                                   -
 Loss on ordinary activities after tax          (144,201)                         (25,076)                          (542,749)                             (712,026)
 Segmental balance sheet
 As at 31 December 2024
 Assets                                              173,035                           78,123                            1,211,621                           1,462,779
 Liabilities                                    (105,405)                         (308)                             (38,981)                              (144,694)
 Net assets/(liabilities)                              67,630                          77,816                            1,172,640                           1,318,086
 Other segmental items
 Capital expenditure                            119,655                           -                                            6,651                               126,306

 Geographical information
 Analysis of revenue by origin and destination                                    Sales by destination              Sales by origin
                                                                                  US $                              US $
 Europe                                                                                    2,985                           144,680
 North America                                                                         105,562                                        -
 South America                                                                           20,405                                       -
 Asia                                                                                    11,329                                       -
 Rest of the World                                                                         4,399                                      -
                                                                                       144,680                             144,680

 

Destination is defined by the location of the customer.

There were no customers from which the Company earned more than 10% of its
revenues.

All of the Company's service lines are sold directly to consumers and not
through intermediaries. All revenue recognised in the reporting period
represent performance obligations satisfied in the current period. For
services transferred over time, output method was used as a measure of
fulfilment of the performance obligation. Considering the nature of the
accounting, tax, legal and other services being provided under the agreements,
this method most faithfully depicts the transfer of the services to the
customer. Payment is due in advance or on a Net 30 basis.

 
5      Nature of expenses
 
 Operating expenses and cost of goods sold              2024
                                                        US $
 Cost of goods and services sold                         107,757
 Research and development expenses                                  -
 Amortisation of intangible assets                         54,187
 Marketing, advertising and PR                             63,425
 IT & software                                               8,304
 Audit and accounting                                      64,973
 Legal and professional                                    55,513
 Share based payments                                   279,594
 Nominated advisor and other exchange listing expenses     60,075
 Management Fee - Tekcapital - to 26 July 2027          38,955
 Director emoluments                                       88,881
 Other administration expenses including salaries          87,227
 Foreign exchange movements                                42,604
 Total expenses                                          951,495

 

6      Earnings per share

Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of Ordinary Shares
outstanding during the period.

                                                       2024
                                                       US $
 Loss attributable to equity holders                   (712,026)

 Weighted average number of ordinary shares in issue:

 Basic                                                 17,517,461
 Diluted                                               23,531,493

 Basic loss per share                                  (0.041)
 Diluted loss per share                                (0.030)

 

 

 

Diluted loss per share includes the potential effect of conversion of the
convertible loan note balance of $140,497.

 

7      Intangible Fixed Assets

                                Invention Evaluator                    Vortechs                             Website development                   Total
  Cost                          US $                                  US $                                  US $                                  US $
 As at 23 February 2024                           -                                     -                                     -                    -
 Addition - Transfer of assets          397,773                               462,771                                         -                    860,544
 Addition - Cost                        119,655                        -                                               6,651                       126,306
 As at 31 December 2024                 517,428                               462,771                                  6,651                       986,850

 Amortisation
 As at 23 February 2024                           -                                     -                                     -                               -
 Addition - Transfer of assets          318,879                               358,418                                         -                    677,297
 Amortisation                             27,192                                26,995                                        -                      54,187
 As at 31 December 2024                 346,071                               385,413                                         -                    731,484

 Net Book Value
 As at 31 December 2024                 171,357                                 77,358                                 6,651                       255,366
 As at 23 February 2024          -                                     -                                    -                                      -

 

8      Current trade and other receivables

Trade receivables are amounts due from customers for services performed in the
ordinary course of business. If collection of the amounts is expected in one
year or less, they are classified as current assets. If not, they are
presented as non-current assets. Trade receivables are generally due for
settlement within 30 days and therefore are all classified as current.

                                    2024
                                    US $
 Trade receivables                   43,373
 Provision for impairment           (43,373)
 Net trade receivables              -
 Vat recoverable                     207,906
 Prepayments and other debtors         27,143
 Total trade and other receivables   235,050

 

9      Inter-company receivable

                                  2024
                                  US $
 Amounts due from Tekcapital LLC   215,999
                                   215,999

The intercompany receivable of US$215,999 is made up of $115,999 owed to GenIP
from Tekcapital LLC relating to trade receivables paid to Tekcapital LLC and
yet to be passed on to GenIP and a contribution of $100,000 relating to
development expenditure on Invention Evaluator assets in the period.

10    Cash and Cash Equivalents

                                  2024
                                  US $
 Cash at bank and in hand             972,364
 Total cash and cash equivalents      972,364

Total cash and cash equivalents are stated after payment of $896,322 of fees
relating to the fundraising on 3 October 2024 (Note 13)

11    Deferred Revenue

                  2024
                  US $
 Deferred Income   72,349
                   72,349

The Group's deferred revenue balance of US$72,349 as of 31 December 2024 is
made up of receipts of Invention Evaluator payments to be delivered after 31
December 2024.

12    Convertible Loan Note

                        2024
                        US $
 Convertible Loan Note   140,497
                         140,497

A Convertible Loan Note (CLN) was issued by Tekcapital Europe Limited on 24
February 2024 with a principal amount of GBP 150,000 of which US$140,497 was
drawn and outstanding at 31 December 2024. The CLN incurs interest of 10 per
cent. per annum and is repayable one year after commencement or can be
converted into shares of GenIP Plc. upon certain conversion events at the
option of the noteholder, at then market price (no discount against future
equity placements offered). During the period ended 31 December 2024, US$ Nil
was converted into shares of GenIP Plc.

13    Called up      Share Capital

                                                       2024
                                                       US$
 Allotted issued and fully paid (all equity)
 17,517,462 Ordinary Shares of £0.00425 each               101,481
                                                           101,481

The Company has one class of share being Ordinary Shares with a par value of
£0.00425 each. This entitles the holder to participate in dividends and
repayment of capital in proportion to the number of shares held. The holder is
also entitled to one vote for each share held at shareholder meetings.

14    Share Capital and Fundraise

On 3 October 2024, the Company successfully raised funds through a placing and
subscription for shares at £0.39 per ordinary share and was admitted to
trading on AIM. The gross proceeds from the fundraise amounted to GBP £1.75
million. The associated fees commissions and expenses of the fundraise
amounted to USD $896,322.

After accounting for the fundraise costs, the net cash available was $1.52m.
These funds are intended to support the growth of the business, provide
working capital, and address general corporate purposes.

15    Share based payments

The fair value of the equity settled shares, options and warrants granted is
expensed over the vesting period and is arrived at using the Black-Scholes
model. The assumptions inherent in the use of this model are as follows:

 

 Attribute                           Input
 Number of options/warrants granted  5,629,417
 Share price at date of grant        Unlisted/£0.39
 Exercise price                      £0.39-£0.43
 Options life in years               3-5
 Risk-free interest rate             4.25%
 Expected volatility                 72%
 Expected dividend yield             0
 Fair value of options               £0.03-£0.22

 

The share-based payment expense for the period was $279,594.

 

16    Related parties

Related party transactions include:

Convertible Loan Note as disclosed in Note 10.

Asset Purchase Agreement:

On 5 September 2024, the Company entered into an Asset Purchase Agreement with
Tekcapital plc and Tekcapital LLC. In accordance with the terms of the
Agreement, effective 4 June 2024, the Company acquired certain assets and
liabilities related to Invention Evaluator and Vortechs business. The
following assets and liabilities were transferred to the Company as part of
capital contribution of US$191,564 by Tekcapital plc, for the consideration of
US$1.

Assets:

- Intangible Assets of US$183,247, representing Net Book Value of Invention
Evaluator (US$397,773 cost and $318,897 accumulated depreciation) and Vortechs
($462,771 cost and $358,418 accumulated depreciation).

- Trade receivables of US$58,352 representing trade receivables of Invention
Evaluator and Vortechs businesses.

Liabilities:

- Deferred income of $50,035 representing prepayments made in 2023 and 2024 by
customers of Invention Evaluator before the reports were delivered.

Management Service Agreement

The Company entered into a management service agreement with Tekcapital Europe
Ltd as of 23 February 2024, compensating Tekcapital Europe Limited in the
amount of US$35,000 per quarter for a number of support services. This
agreement expired effective 26 July 2024, with US$ 38,845 charged to the CLN
(Note 10).

Phosphorix Ltd

The Company entered into a master services agreement with Phosphorix Ltd, a
company owned and operated by the CTO of GenIP Plc. Phosphorix Ltd operates
the Invention Evaluator platform and provides IT development services to the
Company. Pricing and costing is on an arm's length basis.

17    Controlling party

In the opinion of the Directors, the Company's ultimate parent company and
ultimate controlling party is Tekcapital PLC, a company incorporated in
England and Wales and listed on the London Stock Exchange (AIM). Copies of the
Company financial statements of Tekcapital PLC are available from Companies
House, Crown Way, Cardiff CF14 3UZ or www.tekcapital.com.

 

18    Post balance sheet events

After the balance sheet date, Tekcapital PLC agreed to reimburse the Company
$100,000 of the $119,665 IT development costs incurred in 2024. The Company
retains responsibility for the remaining $19,665 and continues to benefit from
the expenditure, which remains capitalised as an Intangible Asset. This
agreement constitutes an adjusting post balance sheet event, as the costs were
incurred before the balance sheet date and the subsequent reimbursement
clarifies the financial position. The reimbursement has been recognised as
Other Income in the accounts.

 

 

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