Interim Results or the 6mths Ended 30 June 2022

RNS Number : 2513B

Immupharma PLC

30 September 2022

 

RNS: RELEASE | 30 SEPTEMBER 2022

ImmuPharma PLC

("ImmuPharma" or the "Company")

INTERIM RESULTS
for the six months ended 30 June 2022

ImmuPharma PLC (LSE:IMM) , ("ImmuPharma" or the "Company"), the specialist drug discovery and development company, is pleased to announce its interim results for the six months ended 30 June 2022 (the "Period").

Key Highlights (including post Period review)

Financials

·   Financial performance in line with expectations over the Period

o Loss for the Period of £1.7m (30 June 2021:  3.7m)

o Research and development expenses of 1.0m (30 June 2021: 1.1m)

o Administrative expenses of £0.6m (30 June 2021: £0.9m)

o Share based expense of £0.1m (30 June 2021: £0.3m)

o Cash balance of £0.2m as at 30 June 2022 (31 December 2021:  1.6m)

o Derivative financial asset of £0.6m as at 30 June 2022 (31 December 2021: £0.9m)

o Incanthera financial asset of £0.6m (£1.2m at 31 December 2021) and warrants financial asset of £Nil (£0.2m at 31 December 2021)

o Basic and diluted loss per share of 0.58p (30 June 2021: 1.46p)

o Reorganisation of share capital structure in June 2022

o Successful fundraising in August 2022 raising £2.04m (gross), including Lanstead subscription, placement and broker option

o Total proceeds of £0.3m from exercise of share options by L1 Capital in August 2022 and in September 2022

'Autoimmunity': Lupuzor™ ("P140")

·   P140 Pharmokinetic ("PK") study successfully completed with key endpoints met. P140 was safe and well tolerated across all doses and in all subjects

·   FDA Type C written response received on 14 September 2022: The FDA response was detailed and included significant guidance on next steps for the clinical programme. This included advice on the dosing regime and on study protocol that can be amended to improve the regulatory outcome

·   The Company is currently reviewing the written response with Avion and will make a further notification in due course

·   An adaptive Phase 2/3 clinical study protocol of P140 in CIDP is being finalised for IND submission. Commercial partnering discussions ongoing

'Anti-Infection'

·   BioAMB - further pre-clinical studies are in preparation

·   BioCin - further pre-clinical studies are in preparation

New website launched: www.immupharma.co.uk

Commenting on the statement and outlook, Tim McCarthy, CEO and Chairman, said :

"The last six months have been pivotal for the Company, positively concluding the PK study of Lupuzor™ ("P140") . Post the recent written response from the FDA, in respect to the Lupuzor™ Phase 3 protocol, we continue to have positive discussions with our partner, Avion, on the way forward.

The new fundraising, supported by existing and new shareholders, allows us to further invest in the other parts of our product portfolio, whilst being focused on preserving cash where required.

Moving forward, we remain focused on creating a robust and successful Company that, with a diversity of assets, will build future value for our shareholders.

The Board would like to take this opportunity to thank its shareholders for their continued patience and support, as well as its staff, corporate and scientific advisers and our partners including, CNRS and Avion".

Market Abuse Regulation (MAR) Disclosure

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.  ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For further information please contact: ImmuPharma PLC (www.immupharma.co.uk) + 44 (0) 2072 062650 Tim McCarthy, Chief Executive Officer and Chairman Lisa Baderoon, Head of Investor Relations + 44 (0) 7721 413496 SPARK Advisory Partners Limited (NOMAD) Neil Baldwin Stanford Capital Partners (Joint Broker) Patrick Claridge, John Howes SI Capital (Joint Broker) Nick Emerson [phone] [phone] [phone]

A copy of the interim report is available on the Company's website www.immupharma.co.uk

ImmuPharma plc        

Chairman's Statement

INTERIM HIGHLIGHTS

The first half of 2022 up to the current date has seen a number of key developments for ImmuPharma, including completion of pharmacokinetic ("PK") study of Lupuzor™. In addition, in June 2022, our share capital structure has been reorganised and in August 2022, we concluded a successful fundraising.

Lupuzor™

The Board is confident that there are a number of routes to market for Lupuzor™, including corporate collaborations. Such a collaboration was successfully completed at the end of November 2019, resulting in a signed exclusive Trademark, License and Development Agreement with Avion Pharmaceuticals ("Avion") in the US. Positive discussions with a number of potential commercial partners for Lupuzor™ in key territories outside of the US are continuing.

Lupuzor™ and Avion Pharmaceuticals | Background

On 28 November 2019, ImmuPharma and Avion signed an exclusive Trademark, License and Development Agreement for Lupuzor™, with Avion agreeing to fund a new international Phase 3 trial and commercialising Lupuzor™ in the US.

There have been many meetings following this agreement with both Avion and the FDA, which have been highlighted in numerous announcements.

As part of these discussions, the FDA requested that Avion and ImmuPharma develop and validate a bioanalytical assay in order to confirm the unique pharmacokinetic ("PK") profile of Lupuzor™/ P140, principally to demonstrate that P140 shows a positive result within plasma at the subcutaneous level.

The P140 PK study was successfully completed, as announced on 13 April 2022, with all key endpoints requested by the FDA being met. The key highlights from the study were summarised as below.

Subcutaneous injection of P140 (in both 200 microgram ("mcg") and 800 mcg doses (note: 1mcg = 1 millionth of a gram) showed a clear time and dose-related PK profile, which is detectable in the blood of human volunteers and applicable for all potential clinical dosing regiments of P140.

The final group of subjects completed dosing on 30 March 2022. This was a group of subjects that received an intravenous injection of a 800 mcg dose of P140, which showed successful measurement of the absolute bioavailability of the drug (as a control). In line with all human dosing to date, P140 was safe and well tolerated across all doses and in all subjects.

Avion, our US partner, has been integral to the development, initiation and successful conclusion of this PK study.

On 27 June 2022 Avion submitted, via a Type C Meeting, the positive results from the Lupuzor™/P140 PK study to the FDA.

The FDA response, reported on 14 September 2022 was detailed and included significant guidance on next steps for the clinical programme. This included advice on the dosing regime and on study protocol that can be amended to improve the regulatory outcome.

The Company is currently reviewing the written response with Avion and will make a further notification in due course.

Pipeline Overview

ImmuPharma's pipeline is focused on two core therapeutic areas:

·   Autoimmunity & Inflammation

·   Anti-Infectives

Autoimmunity & Inflammation

The increasing knowledge of P140's mode of action and its relevance to many autoimmune and inflammatory conditions provides a depth of disease states for ImmuPharma and its partners to explore in the near future. The therapeutic potential of P140 goes beyond just lupus, with Chronic Inflammatory Demyelinating Polyneuropathy ("CIDP") being the next step. This expanding insight is fundamentally driven by the excellent research partnership between the Company and Prof. Sylviane Muller, inventor of P140 and Emeritus Research Director CNRS, France. Key highlights within the progression of the P140 platform are summarized below:

o  Lupuzor™ (P140) - successfully completed PK study

o  P140 - CIDP a neurological disorder targeting the body's nerves. An adaptive Phase 2/3 clinical study protocol is being finalised for IND submission

o  P140 - Other indications. Further clinical applications based on further preclinical investigation include asthma, Sjögrens syndrome, irritable bowel disease, periodontitis and gout

o  P140 - Second generation. 'ImmuPharma Biotech' has commenced work to develop a pharmacologically improved version of P140, a second-generation product that aims to further strengthen the IP position and provide therapies with different improved administration modalities, yet still maintaining P140 as the active moiety

Anti-Infectives

The innovative peptide technology at ImmuPharma Biotech has been a huge success and very recently has given rise to a number of novel development programs, out of which we have identified two core programs, in pre-clinical development; BioAMB and BioCin, which we believe have the best commercial opportunity and speed to market.

o  BioAMB, a novel peptide-based drug that offers a potential improvement on the limiting side effects and poor administration regime of current Amphotericin-B ("AMB") formulations. AMB is one of a last line of agents against serious and life-threatening fungal infections caused by the aspergillus family of fungi

o  BioCin, a novel peptide-based drug based on an existing potent antibacterial used in high medical need cases and in many cases the last line of defense. BioCin has the potential to offer improved safety and/or administration benefits

Capital restructure

At the Annual General Meeting on 28 June 2022, the shareholders approved the subdivision of the Company's ordinary share capital, whereby each existing Ordinary Share with a nominal value of 10p was subdivided into 1 new Ordinary Share of 1p and 1 Deferred Share of 9p. The Deferred Shares have no significant rights attached to them and carry no right to vote or to participate in distribution of surplus assets and are not admitted to trading on the AIM market of the London Stock Exchange plc. The Deferred Shares effectively carry no value.

Capital subscription

In August 2022, ImmuPharma completed a successful fundraising totalling £2.04m (before expenses) through the issue of 40,818,182 new ordinary shares of 1p each in ImmuPharma, at a price of 5p per ordinary share ("Issue Price").

The highlights of the August 2022 fundraising are outlined below:

o  Subscription for 20,000,000 new ordinary shares by Lanstead Capital Investors L.P. "Lanstead" to raise £1 million (at 5p per share)

o  "Placing" of 1,818,182 new ordinary shares to raise £0.09 million at the price of 5p.

o  "Broker Option" raised an additional £0.95 million, for 19 million shares at the price of 5p per share. Certain the Directors (Tim McCarthy, Dr Tim Franklin, Lisa Baderoon) subscribed to £0.1m in total in the Broker Option (£60,000, £20,000, £20,000 respectively).

o  200,000 new ordinary shares ("Fee Shares") at an issue price of 5p per share to SPARK Advisory Partners Limited, the Company's nominated adviser, in lieu of fees.

Lanstead subscription

The £1 million gross proceeds of the Lanstead subscription were followed by the Sharing Agreement with Lanstead for 100% of these shares with a reference price of 6.6667p per share ("Benchmark Price"). The Sharing Agreement is for a 24 month period and the Company will receive 24 equal monthly settlements, as measured against Benchmark Price. The actual consideration is variable depending upon ImmuPharma's share price, which needs to be on average (over the 24 months of the sharing agreement) at or above the Benchmark price for the Company to receive at least, or more than, the gross subscription of £1 million.

For example, if on a monthly settlement date the calculated "Measured Price" (average of twenty day ImmuPharma share VWAP) exceeds the Benchmark Price by 10 per cent, the settlement on that monthly settlement date will be 110 per cent of the amount due from Lanstead on that date. If on the monthly settlement date the calculated "Measured Price" is below the Benchmark Price by 10 per cent, the settlement on the monthly settlement date will be 90 per cent of the amount due on that date.

The Company also agreed to issue Lanstead 1,400,000 ordinary shares in connection with entering into the Sharing Agreement ("Value Payment Shares").

Impact on L1/Lind arrangement

The 25,640,254 options in the Company, held equally by L1 Capital Global Opportunities Master Fund "L1" and Lind Global Macro Fund, LP "Lind" issued on 11 June 2020, exercisable at any time up to 10 June 2023, at 11p have been amended, as a result of the August 2022 fundraising of issuing shares below 11p. The effect of the current fundraising is to amend the exercise price of this options from 11p to 5p and to increase the number of options held by L1 and Lind from 25,640,254 to 56,408,558.

Warrants

In August 2022, Lanstead was issued 30,000,000 warrants (for 10 years term), with an exercise price of 5.5p per share in return for foregoing the entitlement to increase the benchmark price by 50% (from 14.6667p to 22p) in relation to the 2021 sharing agreement (due to the amendment made to L1 and Lind option arrangements).

In August 2022, Stanford Capital Partners ("SCP"), the Company's broker, was issued 2,000,000 warrants with an exercise price of 5p per share for the period of 10 years, in lieu of fees.

In August 2022, SCP and SI Capital were issued 500,000 warrants each, for a period of 10 years, in lieu of fees, as part of the "Broker Option".

Exercise of options

On 24 August 2022, L1 has exercised options over 1,000,000 new ordinary shares of 1p each at an exercise price of 5p per share, for a consideration of £50,000.

On 30 August 2022, L1 has exercised options over 2,000,000 new ordinary shares of 1p each at an exercise price of 5p per share, for a consideration of £100,000.

On 7 September 2022, L1 has exercised options over 3,000,000 new ordinary shares of 1p each at an exercise price of 5p per share, for a consideration of £150,000.

Interest in Incanthera Plc

ImmuPharma has a 13.37% interest in Incanthera plc, which trades on Aquis Stock Exchange ("AQSE") under the ticker (TIDM:INC).

ImmuPharma also has 7,272,740 warrants options in Incanthera at an exercise price of 9.5p, being the price at which new shares have been issued in the Placing accompanying Incanthera's listing.

Please refer to Incanthera's website for further updates on the company ( www.incanthera.com ).

Financial Review

ImmuPharma's cash balance at 30 June 2022 was £0.2 million (£1.6 million at 31 December 2021, £4.2 million at 30 June 2021) with the decrease in the Period caused by the research and development expenditure related to PK study. Financial asset related to investment in Incanthera plc amounted to £0.6 million (£1.2 million at 31 December 2021, £1.2 million at 30 June 2021) and warrants (recognized under financial asset) decreased to £Nil (£0.2 million at 31 December 2021 and £0.2 million at 30 June 2021). The decrease was due to the fair value loss on the investment in shares in the Incanthera plc, following the decrease in its share price to 6p at 30 June 2022 compared to 12.2p at 31 December 2021.

  As a result of the Lanstead Sharing Agreements, the Company had a derivative financial asset of £0.6 million at 30 June 2022 (£0.9 million at 31 December 2021, £0.2 million at 30 June 2021). The decrease was a result of the fair value calculation performed at 30 June 2022, reflecting the decrease in ImmuPharma's share price. Current tax asset amounted to £0.6 million at 30 June 2022 (£0.8 million at 31 December 2021, £0.2 million at 30 June 2021) and it's related to research and development tax credit due. The convertible loans liability has been repaid in full in 2021, therefore it has a £Nil balance (£Nil at 31 December 2021, £0.7 million at 30 June 2021). Trade and other payables liability decreased to £0.9 million at 30 June 2022 (£1.6 million at 31 December 2021, £1.1 million at 30 June 2021) and was largely due to payments made for PK study related expenditures. Basic and diluted loss per share were 0.58p and 0.58p respectively (30 June 2021: 1.46p and 1.46p). In line with the Company's current policy, no interim dividend is proposed.

Operating loss for the Period was £1.7 million (£3.1 million for the six months ended 30 June 2021).  Research and development expenditure in the Period was £1 million (£1.1 million for the six months ended 30 June 2021). Administrative expenses decreased to £0.6 million during the Period (£0.9 million for the six months ended 30 June 2021), largely due to savings made on corporate reorganization. The share based expense amounted to £0.1 million (£0.3 million for the six months ended 30 June 2021). Finance costs for the Period were £0.2 million (£0.9 million for the six months ended 30 June 2021). These arose largely due to the calculation of fair value of the derivative financial asset - "Lanstead Sharing Agreements", which resulted in a finance loss of £0.2 million (£0.8 million of finance loss for the six months ended 30 June 2021). The finance loss was significant for the six months ended 30 June 2021, due to the impact of the adjustment to the Lanstead Sharing Agreements' benchmark price from 13.33p to 20p. Finance income for the Period was £0.02 million (£0.1 million for the six months ended 30 June 2021). It primarily arose due to foreign exchange gain.

Given the stage of ImmuPharma's development, the fact that losses have continued to be made is to be expected since there is minimal revenue and business activity is concerned with significant investment in the form of clinical development expenditure, in addition to maintaining the infrastructure of the Company.

Current activities and outlook

The last six months have been pivotal for the Company, positively concluding the PK study of Lupuzor™ ("P140") . Post the recent written response from the FDA, in respect to the Lupuzor™ Phase 3 protocol, we continue to have positive discussions with our partner, Avion, on the way forward.

The new fundraising, supported by existing and new shareholders, allows us to further invest in the other parts of our product portfolio, whilst being focused on preserving cash where required.

Moving forward, we remain focused on creating a robust and successful Company that, with a diversity of assets, will build future value for our shareholders.

The Board would like to take this opportunity to thank its shareholders for their continued patience and support, as well as its staff, corporate and scientific advisers and our partners including, CNRS and Avion.

Tim McCarthy                                  

Chairman & Chief Executive Officer

ImmuPharma plc

CONSOLIDATED INCOME STATEMENT

FOR THE PERIOD ENDED 30 JUNE 2022

	Note	Unaudited 6 months ended 30 June 2022		Audited Year ended 31 December 2021		Unaudited 6 months ended 30 June 2021 restated*
		£		£		£
Continuing operations
Revenue		-		118,350		23,531
Research and development expenses		(1,042,917)		(3,650,400)		(1,054,875)
Administrative expenses		(555,600)		(1,011,398)		(913,516)
Exceptional items	6	-		(1,427,084)		(846,792)
Share based expense		(70,994)		(616,423)		(288,826)
Operating loss		(1,669,511)		(6,586,955)		(3,080,478)
Finance costs	4	(176,665)		(2,354,872)		(904,549)
Finance income		16,364		1,107		95,225
Loss before taxation		(1,829,812)		(8,940,720)		(3,889,802)
Tax		166,024		766,815		229,919
Loss for the period		(1,663,788)		(8,173,905)		(3,659,883)
Attributable to:
Equity holders of the parent company		(1,663,788)		(8,173,905)		(3,659,883)
Loss per ordinary share
Basic and diluted	2	(0.58)p		(3.25)p		(1.46)p

* The presentation of the income statement for the comparative period ended 30 June 2021 has been restated to show exceptional items as a separate line, consistent with the presentation for the full year income statement for the year ended 31 December 2021.

ImmuPharma plc

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2022

	Unaudited 6 months ended 30 June 2022		Audited Year  ended 31 December 2021		Unaudited 6 months ended 30 June 2021
	£		£		£
Loss for the financial period	(1,663,788)		(8,173,905)		(3,659,883)
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss:
Fair value loss on investment	(614,068)		(584,355)		(555,633)
Fair value loss on warrants	(206,411)		(418,068)		(395,640)
Total items that will not be reclassified subsequently to profit or loss	(820,479)		(1,002,423)		(951,273)
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations	16,350		(36,177)		(20,357)
Total items that may be reclassified subsequently to profit or loss	16,350		(36,177)		(20,357)
Other comprehensive loss for the period	(804,129)		(1,038,600)		(971,630)
Total comprehensive loss for the period	(2,467,917)		(9,212,505)		(4,631,513)

ImmuPharma plc

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2022

	Note	Unaudited 6 months ended 30 June 2022		Audited Year ended 31 December 2021		Unaudited 6 months ended 30 June 2021
		£		£		£
Non-current assets
Intangible assets		471,534		477,553		495,736
Property, plant and equipment Financial asset		330,835 595,355		352,996 1,415,835		369,700 1,466,985
Derivative financial asset	4	196,488		405,489		-
Total non-current assets		1,594,212		2,651,873		2,332,421
Current assets
Trade and other receivables		114,450		427,199		129,850
Cash and cash equivalents		170,922		1,649,374		4,248,412
Current tax asset		595,205		761,188		211,180
Derivative financial asset	4	400,306		508,167		160,436
Total current assets		1,280,883		3,345,928		4,749,878
Current liabilities
Financial liabilities - borrowings		(230)		(700)		(914)
Trade and other payables		(858,291)		(1,583,604)		(1,113,465)
Convertible loans		-		-		(655,811)
Total current liabilities		(858,521)		(1,584,304)		(1,770,190)
Net current assets		422,362		1,761,624		2,979,688
Net assets		2,016,574		4,413,497		5,312,109
EQUITY
Ordinary shares	5	2,849,849		28,498,494		25,022,130
Deferred shares	5	25,648,645		-		-
Share premium		27,237,329		27,237,329		27,237,329
Merger reserve		106,148		106,148		106,148
Other reserves		5,240,503		5,153,159		3,524,005
Retained earnings		(59,065,900)		(56,581,633)		(50,577,503)
Total equity		2,016,574		4,413,497		5,312,109

ImmuPharma plc

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 30 JUNE 2022

		Ordinary shares £		Deferred shares £		Share premium		Merger Reserve £		Other  reserves - Acquisition Reserve £		Other reserves - Translation Reserve £		Other reserves -Share based payment reserve £		Other reserves - Convertible option reserve £		Other reserves - Warrant reserve £		Retained Earning £s		Total Equity £
	At 1 January 2021	25,022,130		-		27,237,329		106,148		(3,541,203)		(1,308,480)		8,073,596		31,623		-		(45,966,347)		9,654,796
	Loss for the financial period	-		-		-		-		-		-		-		-				(3,659,883)		(3,659,883)
	Exchange differences	-		-		-		-		-		(20,357)		-		-				-		(20,537)
	Share based payments	-		-		-		-		-		-		288,826		-				-		288,826
	Equity component of convertible loan notes	-		-		-		-		-		-		-		-				-		-
	Fair value loss on investments	-		-		-		-		-		-		-		-				(555,633)		(555,633)
	Fair value loss on warrants	-		-		-		-		-		-		-		-				(395,640)		(395,640)
	At 30 June 2021 unaudited	25,022,130		-		27,237,329		106,148		(3,541,203)		(1,328,837)		8,362,422		31,623		-		(50,577,503)		5,312,109
	At 1 January 2021	25,022,130		-		27,237,329		106,148		(3,541,203)		(1,308,480)		8,073,596		31,623		-		(45,966,347)		9,654,796
	Loss for the financial year	-		-		-		-		-		-		-		-				(8,173,905)		(8,173,905)
	Exchange differences	-		-				-		-		(36,177)		-		-				-		(36,177)
	Share based payments	-		-		-		-		-		-		616,423		-				-		616,423
	Settlement of convertible loans reserves															(31,623)				31,623		-
	New issue of equity capital	3,476,364		-		322,727		-		-		-		-		-				(1,349,000)		2,450,091
	Cost of new issue of equity capital	-		-		(322,727)		-		-		-		-		-				(121,581)		(444,308)
	Fair value loss o n investments	-		-		-		-		-		-		-		-				(584,355)		(584,355)
	Fair value loss on warrants	-		-		-		-		-		-		-		-				(418,068)		(418,068)
	Issue of warrants			-														1,349,000		-		1,349,000
	At 31 December 2021 & 1 January 2022 audited	28,498,494		-		27,237,329		106,148		(3,541,203)		(1,344,657)		8,690,019		-		1,349,000		(56,581,633)		4,413,497
	Loss for the financial period	-		-		-		-		-		-		-		-		-		(1,663,788)		(1,663,788)
	Exchange differences	-		-		-		-		-		16,350		-		-				-		16,350
	Share split	(25,648,645)		25,648,645																		-
	Share based payments	-		-		-		-		-		-		70,994		-		-		-		70,994
	Fair value loss on investments	-		-		-		-		-		-		-		-		-		(614,068)		(614,068)
	Fair value loss on warrants	-		-		-		-		-		-		-		-		-		(206,411)		(206,411)
	At 30 June 2022 unaudited	2,849,849		25,648,645		27,237,329		106,148		(3,541,203)		(1,328,307)		8,761,013		-		1,349,000		(59,065,900)		2,016,574

ImmuPharma plc

CONSOLIDATED STATEMENT OF CASHFLOWS

FOR THE PERIOD ENDED 30 JUNE 2022

	Note		Unaudited 6 months ended 30 June 2022		Audited Year ended 31 December 2021		Unaudited 6 months ended 30 June 2021
			£		£		£
Cash flows from operating activities
Cash used in operations	3		(1,966,598)		(5,222,446)		(2,068,937)
Tax received			343,246		392,217		390,418
Interest paid			(922)		(2,943)		(1,444)
Net cash used in operating activities			(1,624,274)		(4,833,172)		(1,679,963)
Investing activities
Purchase of property, plant and equipment			-		(50,934)		(48,014)
Purchase of intangibles			-		-		(4,756)
Interest received			63		651		215
Net cash (used in)/generated from investing activities			63		(50,283)		(52,555)
Financing activities
Decrease in bank overdraft			-		(211)		5
New loans/(loan repayments)			(470)		(6,028)		(5,751)
Settlements from Sharing Agreement			143,273		328,495		261,116
Gross proceeds from issue of new share capital			-		3,550,000		-
Share capital issue costs			-		(132,350)		-
Funds deferred per Sharing Agreement			-		(2,200,000)		-
Interest paid on convertible loan notes			-		(121,120)		-
Convertible loan notes repaid			-		(716,739)		-
Net cash generated from financing activities			142,803		702,047		255,370
Net (decrease) in cash and cash equivalents			(1,481,408)		(4,181,408)		(1,477,148)
Cash and cash equivalents at start of period			1,649,374		5,862,057		5,862,057
Effects of exchange rates on cash and cash equivalents			2,956		(31,275)		(136,497)
Cash and cash equivalents at end of period			170,922		1,649,374		4,248,412

ImmuPharma plc

 

NOTES TO THE CONSOLIDATED INTERIM ACCOUNTS FOR THE PERIOD ENDED 30 JUNE 2022

1          ACCOUNTING POLICIES

Basis of preparation

The interim financial information in this report has been prepared using accounting policies consistent with IFRS as adopted by the United Kingdom. IFRS is subject to amendment and interpretation by the International Accounting Standards Board (IASB) and the IFRS Interpretations Committee and there is an ongoing process of review and endorsement by the UK Endorsement Board. The financial information has been prepared on the basis of IFRS expected to be adopted by the United Kingdom and applicable as at 31 December 2022. The Group has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing the interim financial information.

The accounting policies applied are consistent with those that were applied to the financial statements for the year ended 31 December 2021.

             Non-Statutory accounts

The financial information set out in this interim report does not constitute the Group's statutory accounts, within the meaning of Section 434 of the Companies Act 2006. The statutory accounts for the year ended 31 December 2021 have been filed with Registrar of Companies. The auditors reported on those accounts; their report was unqualified, did not contain a statement under either Section 498 (2) or Section 498 (3) of the Companies Act 2006 but did include emphasis of matter paragraph relating to the carrying value of Parent Company's investment in subsidiaries and receivables due from group undertakings, and a reference to which the auditor drew attention by way of emphasis without qualifying their report in respect of going concern.

            Copies of this statement will be available on the Company's website - www.immupharma.co.uk.

 

2              LOSS PER SHARE

	Unaudited 6 months ended 30 June 2022		Audited Year ended 31 December 2021		Unaudited 6 months ended 30 June 2021
	£		£		£
Loss
Loss for the purposes of basic and diluted loss per share being net loss attributable to equity shareholders	(1,663,788)		(8,173,905)		(3,659,883)
Number of shares
Weighted average number of ordinary shares for the purposes of basic loss per share	284,984,933		251,164,361		250,221,297
Basic loss per share	(0.58)p		(3.25)p		(1.46)p
Diluted loss per share	(0.58)p		(3.25)p		(1.46)p

There is no difference between basic loss per share and diluted loss per share as the share options and warrants are anti-dilutive. Deferred shares are excluded from the loss per share calculation as they have no attributable earnings.

3		CASH USED IN OPERATIONS
						Unaudited 6 months ended 30 June 2022		Audited Year ended 31 December 2021		Unaudited 6 months ended 30 June 2021
						£		£		£
	Operating loss					(1,669,511)		(6,586,955)		(3,080,478)
	Depreciation & amortisation					37,212		114,119		86,639
	Share based payments					70,994		616,423		288,826
	Decrease/(increase) in trade & other receivables					312,749		(265,201)		29,964
	Increase/(decrease) in trade & other payables					(725,313)		896,798		511,100
	Gain on foreign exchange					7,271		2,370		95,012
	Cash used in operations					(1,966,598)		(5,222,446)		(2,068,937)

 

4

Derivative Financial Asset As part of the placement completed in June 2019, the Company issued 26,565,200 new ordinary shares to Lanstead Capital Investors L.P. ("Lanstead") at a price of 10p per share for an aggregate subscription price of £2.66m before expenses. In the placement completed in March 2020, the Company issued 13,000,000 new ordinary shares to Lanstead at a price of 10p per share to raise £1.3m gross. In December 2021, the Company issued 20,000,000 new ordinary shares to Lanstead at a price of 11p per share to raise £2.2m before expenses. All Subscriptions proceeds were pledged under the Sharing Agreement, under which Lanstead made and will continue to make, subject to the terms and conditions of that Sharing Agreement, monthly settlements to the Company that are subject to adjustment upwards or downwards depending on the Company's share price performance. In December 2021 the Company also issued 1,400,000 new ordinary shares to Lanstead as value payments in connection with the Share Subscription and the Sharing Agreement. Monthly settlements under the Sharing Agreement from June 2019 completed in September 2021. The settlements from remaining agreements (March 2020 and December 2021) will continue until 2024, completing in July 2022 and March 2024 respectively. At the end of the accounting period the amount receivable has been adjusted to fair value based upon the share price of the Company at that date. Any change in the fair value of the derivative financial asset is reflected in the income statement. As at 30 June 2022, the Company completed a calculation of fair value of the derivative financial asset that resulted in a finance loss of £175,742 (£769,570 at 30 June 2021), which was recorded in the income statement. The restatement to fair value will be calculated at the end of each accounting period during the course of the Sharing Agreement and will vary according to the Company's share price performance.

5              Issued share capital

Allotted, called up and fully paid Ordinary Shares	30 June 2022 No.	31 December 2021 No.	30 June 2022 £	31 December 2021 £
At start of period of £0.10 each Split to deferred shares of £0.09 each Shares issued in the period At end of period of £0.01 each	284,984,933 - - 284,984,933	250,221,297 - - 250,221,297	28,498,494 (25,648,645) - 2,849,849	25,022,130 - - 25,022,130

Allotted, called up and fully paid Deferred Shares	30 June 2022 No.	31 December 2021 No.	30 June 2022 £	31 December 2021 £
At start of period Split from Ordinary Shares of £0.09 each At end of period of £0.09 each	- 284,984,933 284,984,933	- - -	- 25,648,645 25,648,645	- - -

Capital restructure

At Annual General Meeting on 28 June 2022 the shareholders approved the subdivision of the Company's ordinary share capital, whereby each existing Ordinary Share with a nominal value of 10p was subdivided into 1 new Ordinary Share of 1p and 1 Deferred Share of 9p. The Deferred Shares have no significant rights attached to them and carry no right to vote or to participate in distribution of surplus assets and are not admitted to trading on the AIM market of the London Stock Exchange plc. The Deferred Shares effectively carry no value.

6.             Exceptional items

There were no exceptional items in the Period (£1.4 million at 31 December 2021, £0.8 million at 30 June 2021). Exceptional items related to termination benefit packages paid out in 2021.

7.             Subsequent events

In August 2022 ImmuPharma secured successful fundraising totalling to £2.04m (before expenses) through the issue of 40,818,182 new ordinary shares of 1p each in ImmuPharma at a price of 5p per ordinary share ("Issue Price").

The highlights of the August 2022 fundraising are outlined below:

o  -Subscription for 20,000,000 new ordinary shares by Lanstead Capital Investors L.P. "Lanstead" to raise £1 million (at 5p per share).

o  -"Placing" of 1,818,182 new ordinary shares to raise £0.09 million at the price of 5p.

o  -"Broker Option" raised an additional £0.95 million, for 19 million shares at the price of 5p per share. Certain of the Directors (Tim McCarthy, Dr Tim Franklin, Lisa Baderoon) subscribed £0.1m in total in the Broker Option (£60,000, £20,000, £20,000 respectively).

o  -200,000 new ordinary shares ("Fee Shares") at an issue price of 5p per share to SPARK Advisory Partners Limited, the Company's nominated adviser, in lieu of fees.

Lanstead subscription

The £1 million gross proceeds of the Lanstead subscription was followed by the Sharing Agreement with Lanstead for 100% of these shares with a reference price of 6.6667p per share ("Benchmark Price"). The Sharing Agreement is for a 24 month period and the Company will receive 24 equal monthly settlements, as measured against Benchmark Price. The actual consideration is variable depending upon ImmuPharma's share price, which needs to be on average (over the 24 months of the sharing agreement) at or above the Benchmark price for the Company to receive at least, or more than, the gross subscription of £1 million.

For example, if on a monthly settlement date the calculated "Measured Price" (average of twenty day ImmuPharma share VWAP) exceeds the Benchmark Price by 10 per cent, the settlement on that monthly settlement date will be 110 per cent of the amount due from Lanstead on that date. If on the monthly settlement date the calculated "Measured Price" is below the Benchmark Price by 10 per cent, the settlement on the monthly settlement date will be 90 per cent of the amount due on that date.

The Company also agreed to issue Lanstead 1,400,000 ordinary shares in connection with entering into the Sharing Agreement ("Value Payment Shares").

Impact on L1/Lind arrangement

The 25,640,254 options in the Company, held equally by L1 and Lind, (issued in June 2020) exercisable at any time up to 10 June 2023, at 11p have been amended, as a result of the August 2022 fundraising of issuing shares below 11p. The effect of the current fundraising is to amend the exercise price of these options from 11p to 5p and to increase the number of options held by L1 and Lind from 25,640,254 to 56,408,558.

Warrants

In August 2022, Lanstead was issued 30,000,000 warrants (for 10 years term), with an exercise price of 5.5p per share in return for foregoing the entitlement to increase the benchmark price by 50% (from 14.6667p to 22p) in relation to the 2021 sharing agreement (due to the amendment made to L1 and Lind option arrangements).

In August 2022, Stanford Capital Partners "SCP"- the Company's broker was issued 2,000,000 warrants with an exercise price of 5p per share for the period of 10 years, in lieu of fees.

In August 2022, SCP and SI Capital were issued 500,000 warrants each, for the period of 10 years, in lieu of fees, as part of the "Broker Option".

                Exercise of options

On 24 August 2022, L1 has exercised options over 1,000,000 new ordinary shares of 1p each at an exercise price of 5p per share, for a consideration of £50,000.

On 30 August 2022, L1 has exercised options over 2,000,000 new ordinary shares of 1p each at an exercise price of 5p per share, for a consideration of £100,000.

On 7 September 2022, L1 has exercised options over 3,000,000 new ordinary shares of 1p each at an exercise price of 5p per share, for a consideration of £150,000.

 

END

 

 

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