REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD 15 FEBRUARY 2022 TO 31 JULY 2023 |
FOR |
INFEX THERAPEUTICS HOLDINGS PLC |
REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE PERIOD 15 FEBRUARY 2022 TO 31 JULY 2023 |
FOR |
INFEX THERAPEUTICS HOLDINGS PLC |
INFEX THERAPEUTICS HOLDINGS PLC (REGISTERED NUMBER: 13917179) |
CONTENTS OF THE FINANCIAL STATEMENTS |
for the Period 15 February 2022 to 31 July 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 6 |
Income Statement | 10 |
Other Comprehensive Income | 11 |
Balance Sheet | 12 |
Statement of Changes in Equity | 13 |
Cash Flow Statement | 14 |
Notes to the Cash Flow Statement | 15 |
Notes to the Financial Statements | 16 |
INFEX THERAPEUTICS HOLDINGS PLC |
COMPANY INFORMATION |
for the Period 15 February 2022 to 31 July 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditor |
Chartered Accountants |
Douglas Bank House |
Wigan Lane |
Wigan |
Lancashire |
WN1 2TB |
BANKERS: |
51 Mosley Street |
Manchester |
M2 3HQ |
INFEX THERAPEUTICS HOLDINGS PLC (REGISTERED NUMBER: 13917179) |
STRATEGIC REPORT |
for the Period 15 February 2022 to 31 July 2023 |
The directors present their strategic report for the period 15 February 2022 to 31 July 2023. |
REVIEW OF BUSINESS |
During the period, following a share for share exchange, the company acquired 100% of the issued share capital in Infex Therapeutics Limited, the operating company for the group. |
Substantial progress has been made with our drug development pipeline, and during the period Infex Therapeutics Limited made the important transition into a clinical-stage pharmaceutical development company. |
Our leading program RESP-X, targeting chronic Pseudomonas lung infections, commenced a Phase 1 clinical trial in healthy volunteers with our partners at the Liverpool University Hospitals NHS Foundation Trust, and is expected to be completed in Q4 2023, preparing the way for subsequent Phase 2 development in non-Cystic Fibrosis bronchiectasis patients. Infex Therapeutics Limited has in place a license option agreement with Japanese major pharmaceutical company Shionogi, which may be exercised on completion of a Phase 2 clinical trial, which would deliver a significant up-front payment by Shionogi to Infex, as well as tiered royalties on global commercial sales. |
Infex Therapeutics Limited's MET-X program, targeting critical-priority MBL 'superbug' infections, entered regulatory pre-clinical safety studies, aiming for a Phase 1 clinical trial application to the UK regulators MHRA by the end of 2023. |
Further progress was made with COV-X, an oral pan-coronavirus PLPRO inhibitor, with a clinical development candidate and two back-up compounds nominated. Following completion of regulatory safety studies, the COV-X program is anticipated to enter Phase 1 clinical trials in 2024. |
Additionally Infex Therapeutics Limited is progressing an early-stage pipeline of innovative drug programs targeting critical priority infectious diseases, and has business development activities focused on identification of new program acquisition and commercial out-licensing of developed assets. |
In line with many biotechnology companies, our significant expenditure on R&D meant that the group was loss making in the period, relying on the continued support from shareholders to progress our drug programs through pre-clinical and clinical development. |
Investment during the period was £2.7m in equity and £1.3m in convertible loans. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The group's drug development programs are subject to significant scientific and clinical developmental risks. There is no guarantee that our drug development programs will be successful in pre-clinical or clinical development. |
The group will continue to be loss-making for the short and medium term, and will rely on additional investment to fund the operational losses likely to be incurred to progress the group's drug pipeline. |
Future revenues are most likely to come from licensing of programs to pharmaceutical companies in return for up-front and milestone payments, in addition to royalties on commercial sales. There is no guarantee that our programs will be licensed or commercialised successfully. |
We rely on a number of key external service providers, in addition to our in-house team, in the following key areas: quality assurance management; drug manufacture and supply chain management; pre-clinical testing services; clinical testing services; provision of research facilities; and intellectual property management. |
INFEX THERAPEUTICS HOLDINGS PLC (REGISTERED NUMBER: 13917179) |
STRATEGIC REPORT |
for the Period 15 February 2022 to 31 July 2023 |
SAFETY, HEALTH AND ENVIRONMENTAL MANAGEMENT |
Infex Therapeutics Limited maintained its excellent SHE performance within its laboratory operations during the period, with no significant issues to report. All external research, development and manufacturing is undertaken following the relevant strict regulatory requirements at sub-contractors. There were no significant issues during the period to report. |
ON BEHALF OF THE BOARD: |
INFEX THERAPEUTICS HOLDINGS PLC (REGISTERED NUMBER: 13917179) |
REPORT OF THE DIRECTORS |
for the Period 15 February 2022 to 31 July 2023 |
The directors present their report with the financial statements of the company for the period 15 February 2022 to 31 July 2023. |
INCORPORATION |
The company was incorporated on 15 February 2022 . |
PRINCIPAL ACTIVITY |
The principal activity of the company in the period under review was that of a holding company. |
DIVIDENDS |
No dividends will be distributed for the period ended 31 July 2023. |
DIRECTORS |
The directors who have held office during the period from 15 February 2022 to the date of this report are as follows: |
GOING CONCERN |
The company acts as a holding company for its 100% trading subsidiary, Infex Therapeutics Limited and has intercompany loans of £5,957,479, which are not due for repayment within one year. |
The company will continue to seek to raise additional loan and equity funding to provide working capital sufficient for the research activities of Infex Therapeutics Limited, for the foreseeable future. |
After making enquiries and considering current actions, future plans and forecasts, the directors have confirmed that they will continue to be able to offer financial and management support to Infex Therapeutics Limited. |
On this basis the directors consider it appropriate to prepare the financial statements on the going concern basis. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
INFEX THERAPEUTICS HOLDINGS PLC (REGISTERED NUMBER: 13917179) |
REPORT OF THE DIRECTORS |
for the Period 15 February 2022 to 31 July 2023 |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
INFEX THERAPEUTICS HOLDINGS PLC |
Opinion |
We have audited the financial statements of Infex Therapeutics Holdings Plc (the 'company') for the period ended 31 July 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 July 2023 and of its loss for the period then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Material uncertainty related to going concern |
We draw your attention to note 2 in the financial statements, which details intercompany loans of £5,957,479 due from the trading subsidiary, Infex Therapeutics Limited and ongoing financial and management support and commitments to that company. The directors are to continue to seek debt and equity funding to provide adequate working capital to Infex Therapeutics Limited for the foreseeable future. However there is no certainty that such funding will continue to be available, nor on what terms, such that a material uncertainty exists, which may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
INFEX THERAPEUTICS HOLDINGS PLC |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
INFEX THERAPEUTICS HOLDINGS PLC |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
- we identified the laws and regulations applicable to the company through discussions with directors and other management, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on it's operations. Key laws and regulations that we identified included the UK Companies Act and tax legislation. |
- we enquired of the directors and reviewed correspondence with HMRC for evidence of non-compliance with laws and regulations. We also reviewed controls the directors have in place to ensure compliance. |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
- performed analytical procedures to identify any unusual or unexpected relationships; |
- tested journal entries to identify unusual transactions; |
- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias. |
- we reviewed financial statements disclosures and tested to supporting documentation to assess compliance with relevant laws and regulations discussed above; |
- we enquired of the directors about actual and potential litigation and claims. |
Due to inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
INFEX THERAPEUTICS HOLDINGS PLC |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Statutory Auditor |
Chartered Accountants |
Douglas Bank House |
Wigan Lane |
Wigan |
Lancashire |
WN1 2TB |
INFEX THERAPEUTICS HOLDINGS PLC (REGISTERED NUMBER: 13917179) |
INCOME STATEMENT |
for the Period 15 February 2022 to 31 July 2023 |
Notes | £ |
TURNOVER |
Administrative expenses |
OPERATING LOSS | 4 | ( |
) |
Interest receivable and similar income |
LOSS BEFORE TAXATION | ( |
) |
Tax on loss | 5 |
LOSS FOR THE FINANCIAL PERIOD | ( |
) |
INFEX THERAPEUTICS HOLDINGS PLC (REGISTERED NUMBER: 13917179) |
OTHER COMPREHENSIVE INCOME |
for the Period 15 February 2022 to 31 July 2023 |
Notes | £ |
LOSS FOR THE PERIOD | ( |
) |
OTHER COMPREHENSIVE INCOME |
Equity reserves |
Income tax relating to other comprehensive income |
OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
( |
) |
INFEX THERAPEUTICS HOLDINGS PLC (REGISTERED NUMBER: 13917179) |
BALANCE SHEET |
31 July 2023 |
Notes | £ | £ |
FIXED ASSETS |
Investments | 6 |
CURRENT ASSETS |
Debtors | 7 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 8 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
9 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 12 |
Share premium | 13 |
Equity reserves | 13 |
Retained earnings | 13 | ( |
) |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
INFEX THERAPEUTICS HOLDINGS PLC (REGISTERED NUMBER: 13917179) |
STATEMENT OF CHANGES IN EQUITY |
for the Period 15 February 2022 to 31 July 2023 |
Called up |
share | Retained | Share | Equity | Total |
capital | earnings | premium | reserves | equity |
£ | £ | £ | £ | £ |
Changes in equity |
Issue of share capital | - | - |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 July 2023 | ( |
) |
INFEX THERAPEUTICS HOLDINGS PLC (REGISTERED NUMBER: 13917179) |
CASH FLOW STATEMENT |
for the Period 15 February 2022 to 31 July 2023 |
Notes | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | ( |
) |
Net cash from operating activities | ( |
) |
Cash flows from investing activities |
Purchase of fixed asset investments | (54,926 | ) |
Interest received |
Net cash from investing activities |
Cash flows from financing activities |
New loans in period |
Share issue |
Share premium |
Fund raising costs | ( |
) |
Amounts owed by group | ( |
) |
Equity reserves |
Net cash from financing activities |
Increase in cash and cash equivalents |
Cash and cash equivalents at beginning of period |
2 |
Cash and cash equivalents at end of period |
2 |
572,480 |
INFEX THERAPEUTICS HOLDINGS PLC (REGISTERED NUMBER: 13917179) |
NOTES TO THE CASH FLOW STATEMENT |
for the Period 15 February 2022 to 31 July 2023 |
1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
£ |
Loss before taxation | ( |
) |
Finance income | (562,967 | ) |
(868,821 | ) |
Increase in trade and other debtors | ( |
) |
Increase in trade and other creditors |
Cash generated from operations | ( |
) |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Period ended 31 July 2023 |
31/7/23 | 15/2/22 |
£ | £ |
Cash and cash equivalents | 572,480 | - |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 15/2/22 | Cash flow | At 31/7/23 |
£ | £ | £ |
Net cash |
Cash at bank | - | 572,480 | 572,480 |
- | 572,480 |
Debt |
Debts falling due after 1 year | - | (3,917,953 | ) | (3,917,953 | ) |
- | (3,917,953 | ) | (3,917,953 | ) |
Total | - | (3,345,473 | ) | (3,345,473 | ) |
INFEX THERAPEUTICS HOLDINGS PLC (REGISTERED NUMBER: 13917179) |
NOTES TO THE FINANCIAL STATEMENTS |
for the Period 15 February 2022 to 31 July 2023 |
1. | STATUTORY INFORMATION |
Infex Therapeutics Holdings Plc is a private company , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Going concern |
The company acts as a holding company for its 100% trading subsidiary, Infex Therapeutics Limited and has intercompany loans of £5,957,479, which are not due for repayment within one year. |
The company will continue to seek to raise additional loan and equity funding to provide working capital sufficient for the research activities of Infex Therapeutics Limited, for the foreseeable future. |
After making enquiries and considering current actions, future plans and forecasts, the directors have confirmed that they will continue to be able to offer financial and management support to Infex Therapeutics Limited. |
On this basis the directors consider it appropriate to prepare the financial statements on the going concern basis. |
Preparation of consolidated financial statements |
The financial statements contain information about Infex Therapeutics Holdings Plc as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements. |
Investments in subsidiaries |
Investments in subsidiaries are accounted for at cost less impairment. |
Financial instruments |
Trade and other debtors are initially recognised at the transaction price and thereafter stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less impairment losses for bad and doubtful debts. |
Short term trade creditors are measured at transaction price. Financial liabilities that have no stated interest rate and are payable within one year shall be measured at the undiscounted amount due. Other financial assets and liabilities shall be measured at amortised cost using the effective interest rate. |
Share-based payments are recognised at fair value with the expense charged to the profit or loss account in the relevant expense category. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
INFEX THERAPEUTICS HOLDINGS PLC (REGISTERED NUMBER: 13917179) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 15 February 2022 to 31 July 2023 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Impairment of assets |
At each reporting date assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in the profit and loss. |
Where an impairment loss subsequently reverses, the carrying amount of each asset is increased to the revised estimate of its recoverable amount, to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately. |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the period ended 31 July 2023. |
The average number of employees during the period was NIL. |
£ |
Directors' remuneration |
4. | OPERATING LOSS |
The operating loss is stated after charging: |
£ |
Auditors' remuneration |
5. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the period. |
INFEX THERAPEUTICS HOLDINGS PLC (REGISTERED NUMBER: 13917179) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 15 February 2022 to 31 July 2023 |
5. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
£ |
Loss before tax | ( |
) |
Loss multiplied by the standard rate of corporation tax in the UK of |
( |
) |
Effects of: |
Group relief claimed | ( |
) |
Deferred tax asset not recognised |
Total tax charge | - |
Tax effects relating to effects of other comprehensive income |
Gross | Tax | Net |
£ | £ | £ |
Equity reserves | - | 288,505 |
6. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
Additions |
At 31 July 2023 |
NET BOOK VALUE |
At 31 July 2023 |
The company's investments at the Balance Sheet date in the share capital of companies comprises the issue of 54,926,070 Ordinary shares with a nominal value of £0.001 in a share for share exchange with the shareholders of Infex Therapeutics Limited. |
Infex Therapeutics Limited |
The company is registered in England and Wales |
The nature of its business is clinical research and development |
% |
Class of shares: | holding |
Ordinary | 100.00 |
2023 |
£ |
Aggregate capital and reserves | (6,145,738 | ) |
Loss for the period | (2,951,082 | ) |
INFEX THERAPEUTICS HOLDINGS PLC (REGISTERED NUMBER: 13917179) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 15 February 2022 to 31 July 2023 |
7. | DEBTORS |
£ |
Amounts falling due within one year: |
Prepayments and accrued income |
Amounts falling due after more than one year: |
Amounts owed by group undertakings |
Aggregate amounts |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
£ |
Accrued expenses |
9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
£ |
Other loans (see note 10) |
Other loans represent secured loan notes with interest accruing at 2% per month. |
10. | LOANS |
An analysis of the maturity of loans is given below: |
£ |
Amounts falling due between one and two years: |
Other loans | 3,917,953 |
11. | SECURED DEBTS |
The following secured debts are included within creditors: |
£ |
Other loans | 3,917,953 |
A fixed and floating charge covering all the property and undertakings of the company has been registered in favour of Moulton Goodies Limited, a company under the control of director, Mr J P Moulton. |
INFEX THERAPEUTICS HOLDINGS PLC (REGISTERED NUMBER: 13917179) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 15 February 2022 to 31 July 2023 |
12. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal |
value: | £ |
54,926,070 | Ordinary | £0.001 | 54,926 |
25,300,000 | A Ordinary | £0.001 | 25,300 |
9,666,673 | A Ordinary | £0.001 | 9,667 |
89,893 |
The following fully paid shares were allotted during the period at a premium as shown below: |
25,300,000 A Ordinary shares of £0.001 each at £0.049 per share |
9,666,673 A Ordinary shares of £0.001 each at £0.149 per share |
13. | RESERVES |
Retained | Share | Equity |
earnings | premium | reserves | Totals |
£ | £ | £ | £ |
Deficit for the period | ( |
) | ( |
) |
Cash share issue | - | 2,680,034 | - | 2,680,034 |
Costs associated with share issue | - | (68,301 | ) | - | (68,301 | ) |
Options vested | - | - | 288,505 | 288,505 |
At 31 July 2023 | ( |
) | 2,594,384 |
The retained earnings reserve includes all current period retained losses. |
The share premium reserve includes all excess receipts over the nominal value of all shares issued during the period, less any costs associated with fund raising. |
14. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
During the period the company and its subsidiary received funds from a company in which a director holds a significant interest. |
15. | ULTIMATE CONTROLLING PARTY |
INFEX THERAPEUTICS HOLDINGS PLC (REGISTERED NUMBER: 13917179) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Period 15 February 2022 to 31 July 2023 |
16. | SHARE-BASED PAYMENT TRANSACTIONS |
During the period, following a share for share exchange with the shareholders of the subsidiary, the EMI share options were rolled over and replaced with new options granted by the company. |
The new EMI options to subscribe for 6,718,092 Ordinary shares of £0.001 each at a subscription price of £0.05 were granted on 6 April 2022 to eligible employees of Infex Therapeutics Limited, the company's 100% subsidiary. |
Under the provisions of FRS 102 Section the fair value of the 6,718,092 vested shares of £288,505, was expensed to the profit and loss account of the company in the period to 31 July 2023. The value was calculated using the Black-Scholes Model. |