Enabling Precision
Medicine
Oncimmune Holdings PLC
Annual Report and Financial Statements 2023
Welcome
to our 2023 Annual Report
Our vision is to become
globally recognised
experts in technology
which enables
breakthroughs in
precision medicine.
Strategic Report
02 About Oncimmune
06 Chairman and Chief Executive Officer's review
10 Scientific publications
12 Environment, social and governance
16 Finance Director’s review
18 Principal risks and uncertainties
Governance
20 Board of Directors
22 Directors' report
25 Directors' remuneration report
28 Statement of Directors’ responsibilities under
S172(1) Companies Act 2006
29 Directors' responsibilities statement
Financial Statements
30 Independent auditor's report
34 Consolidated statement of comprehensive income
35 Consolidated statement of financial position
36 Consolidated statement of changes in equity
37 Consolidated statement of cash flows
38 Notes to the Consolidated Financial Statements
71 Company statement of financial position
72 Company statement of changes in equity
73 Notes to the company financial statements
79 Company information
Who we are
Oncimmune is now a precision medicine company,
specialising in analysing immune interactions through
the autoantibody profile. Taking a platform approach
to generating insights, Oncimmune is partnering with
global pharmaceutical and biotech companies, as well
as contract research organisations (CROs) to discover
novel biomarkers for the development of more targeted
and effective therapies across many immune-mediated
diseases.
What we do
Autoantibodies are antibodies that mistakenly target
the body’s own proteins, or ‘self-antigens’ rather than
external threats. These self-antigens can be found in all
cell types, or be specific and tailored to particular cell
types of an organ. By understanding how autoantibodies
target self-antigens, we gain valuable insights into the
intricate mechanisms of the immune system’s role
in a wide array of diseases and how its dysregulation
can be linked to the pathogenesis of autoimmune
diseases. Thus, autoantibodies offer a window into
immune-mediated interactions, unveiling a new class
of biomarkers that captures the unique autoimmune
signatures of patients. ImmunoINSIGHTS™ unlocks
the immune system to discover and convert these
autoantibodies into actionable biomarkers.
Our unique perspective on diseases through the
lens of the immune system has allowed us to utilise
autoantibodies for both early disease detection and
response prediction, with demonstrated success
through our early cancer detection and immune-related
adverse event (irAE) prediction offerings.
Having realised the predictive power of autoimmune
biomarkers, we are now taking a platform approach
to generating insights, refocusing the entire business
to maximise the capabilities of the ImmunoINSIGHTS
technology.
Underpinned by one of the largest commercially
available antigen libraries spanning over 9,000 antigens,
validated in humans as well as multiple animal models,
the technology can be utilised for early-stage discovery,
mechanism of action validation, patient stratification in
clinical trials, and to develop companion diagnostics
across a wide spectrum of immune-mediated diseases.
This unique combination of Oncimmune’s core
technology and understanding of the immune system
enables life science organisations to optimise drug
development, leading to more effective, targeted,
as well as safer treatments for patients.
Our mission
Our mission at Oncimmune is to enable precision
medicine. We help our partners to discover novel
biomarkers and drug targets, and predict treatment
efficacy through the application of our platform. We are
able to do this by deploying our world-class scientific
team and our cutting-edge technology platform, built
on years of experience in the field. Our aim is to make
this an essential tool in drug discovery and development.
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Business highlights
E Reprofiled debt facility with IPF
Management SA, including new
payment terms
E Completed an equity fundraise, raising
gross proceeds of £2.1M to provide the
Group with additional near-term working
capital
E Disposal of EarlyCDT® business,
including the EarlyCDT Lung product,
EarlyCDT platform and autoantibody
development business, based in
Nottingham, to Freenome for a total of
£13.0M (the “Sale”)
E Relaunching the business with a clear
strategy to focus on ImmunoINSIGHTS,
underpinned by appointment of a new
leadership team and changes to the
Board of Directors
E Continued collaboration with
Dana-Farber Cancer Institute using
ImmunoINSIGHTS for metastatic
urothelial carcinoma (mUC) cancer
patients, investigating the role of
autoantibodies as biomarkers in
checkpoint inhibitor therapies, versus
chemotherapies
E Signed 12 contracts, including
extensions, over half with both global
pharma and biotech companies
Financial highlights
For continuing operations, FY2023 is the
12-month period to 31 August 2023.
For discontinued operations, FY2023 is the
period starting 1 September 2022 and ending
19 May 2023.
FY2022 is the 15-month period to 31 August 2022
for both continuing and discontinued operations.
Profit for the financial period
£4.1M
(FY2022: loss of £11.4M)
Continuing operations
FY2023: loss of £6.2M, (FY2022: loss of £6.8M)
Discontinued operations
FY2023: profit of £10.3M, (FY2022: loss of £4.6M)
Gain on disposal
£12.2M
(FY2022: n/a)
Loss excluding disposal
£8.1M
(FY2022: n/a)
Cash balance at period end
£3.2M
(FY2022: £1.4M)
Net debt of £2.1M (FY2022: net debt
£9.2M) including lease liabilities
Net debt of £2.0M (FY2022: net debt
£8.6M) excluding lease liabilities
Net cash inflow of £1.8M (FY2022: net
cash outflow £(7.2)M)
Revenue for the period
£2.1M
(FY2022: £3.8M)
Continuing operations
FY2023: £1.2M, (FY2022: £2.3M)
Discontinued operations
FY2023: £0.9M, (FY2022: £1.5M)
Gross profit for the period
£1.5M
(FY2022: £1.8M)
Continuing operations
FY2023: £0.8M, (FY2022: £1.2M)
Discontinued operations
FY2023: £0.7M, (FY2022: £0.6M)
Share-based payment
(credit)/charge
£(1.2)M
(FY2022: £1.7M)
Continuing operations
FY2023: £(1.2)M, (FY2022: £1.6M)
Discontinued operations
FY2023: n/a, (FY2022: £0.1M)
Administrative expenses
£6.1M
(FY2022: £8.7M)
Continuing operations
FY2023: £5.0M, (FY2022: £4.9M)
Discontinued operations
FY2023: £1.1M, (FY2022: £3.8M)
01
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements About Oncimmune
Introduction to the company
Oncimmune is now a
company enabling precision
medicine, unlocking the
immune system’s potential
to generate actionable
insights. We enable this
by discovering unique
autoimmune signatures
and potential biomarkers
across many immune-
mediated diseases.
Using its novel ImmunoINSIGHTS™
platform, Oncimmune unlocks the
immune system, to discover and convert
autoantibodies into actionable biomarkers.
Our technology leverages the team’s world
class expertise in autoantibody signature
detection and interpretation in order to
consistently generate insights not only
among our traditional areas of operation
across immune-mediated diseases, but also
into newer indication areas, such as central
nervous system disorders, diabetes and
metabolic diseases.
The Company is catalysing breakthroughs
in precision medicine by demonstrating
its predictive power of immune-related
adverse events. Additionally, they are
enabling life science organisations to
harness autoantibody profiling for early-
stage discovery, mechanism of action
validation, patient stratification in clinical
trials or as companion diagnostics.
Our technology is underpinned by one
of the largest commercially available
antigen libraries spanning over 9,000
antigens, validated in humans as well as
multiple animal models. While delivering
ImmunoINSIGHTS through its contract
service, Oncimmune is actively seeking
customers who are developing new
biomarkers and therapies, ultimately paving
the way for more effective treatments and
improved patient outcomes.
Oncimmune is headquartered in the UK,
with its ImmunoINSIGHTS platform team
located in Dortmund, Germany.
The business development team is based
in the US and Europe, to facilitate access to
our services for potential partners across
the globe.
Oncimmune’s Global Presence
UK Presence
London, Cambridge, Oxford
US Presence
San Diego and Boston
Germany Operations
Dortmund
02
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Governance
In my first couple of months with
Oncimmune I have had the pleasure of
meeting with a number of our current and
potential customers, as well as some of our
wider stakeholders, and have been very
pleased to see our technological offering
and customer service has been so well
received. These discussions underscored
the pivotal role our platform plays in drug
development, reaffirming our dedication to
its continued growth and impact.
Martin Gouldstone
CEO
Basic research & discovery
Drug development & delivery
Platform
Target ID
& Functional
Autoantibody
Discovery
High
Throughput
Screening
Biomarkers
(companion
diagnostic/
early disease
detection)
Oncimmune Expertise
Autoimmune diseases, immuno-oncology, inflammation…
03
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements About Oncimmune continued
How we create value
through our platform
Oncimmune is now a company
enabling precision medicine,
unlocking the immune system’s
potential to generate actionable
insights. We enable this by
discovering unique autoimmune
signatures and potential biomarkers
across many immune-mediated
diseases.
Through its ImmunoINSIGHTS™ platform, Oncimmune
provides insights to discover and validate novel
biomarkers, validate drug mode of action mechanisms,
improve treatment responses and adverse event (irAE)
prediction, patient screening and diagnostic accuracy.
In the late 20th century, immunotherapies emerged as
a promising therapeutic strategy for treating cancer,
by targeting the immune system rather than cancer
cells. This shift effectively reduced side effects, holding
promising potential in the fight against cancer. Yet
despite this shift, fewer oncology drugs are still making
it to market1. Oncimmune believes that the lack of
effective translational biomarkers for predicting both
efficacy and immune-related toxicity is a significant
contributor towards this high failure rate.
The issue of toxicity associated with autoimmunity
remains prevalent across many immune-mediated
diseases. Oncimmune’s immunoprofiling technology
has been demonstrated to unlock the immune system
to reveal autoimmune signatures that characterise
these immune-related adverse events before they
happen. It can also be used to predict efficacy as well as
identify potential new therapeutic targets.
ImmunoINSIGHTS is underpinned by a comprehensive
library of over 9,000 antigens, validated in human as
well as multiple animal and disease models. Coupled
with our experience and know-how on maximising the
performance of the Luminex® system, Oncimmune
offers high content biological insights and analytics
powered by proprietary machine learning algorithms,
models, and deep data mining solutions, to convert
autoantibody detection into actionable biomarkers.
Oncimmune enables biopharma and biotech
companies to harness these autoantibody biomarkers
across the entire drug development value chain:
for early-stage target discovery and mode of action
validation, to later-stage patient enrichment studies.
Oncimmune's services have been used by some of
the world's leading pharma companies to help de-risk
their key assets through the utilisation of autoantibody
biomarkers (AABs) for stratifying patient populations,
or to identify companion diagnostics.
1. Wong, Siah and Lo, (2019). Estimation of clinical trial success rates and
related parameters. Biostatistics. 2019 Apr 1;20(2):273-286.
04
Offering
Outcome
9k
antigens
Sero TagTM
Discovery engine
1.5k-2k
NavigAIDTM
Designed, disease
specific arrays
60-90
Response
models
Identification of
relevant biomarker
pool for target
discovery or
companion
diagnostics
Creation of a
disease-specific
biomarker panel
Optimisation
of detection
algorithms
Autoantibody
Biomarkers
8-12
marker
panel
Companion
diagnostic biomarker;
MoA confirmation;
irAE prediction;
high-sensitivity analysis
for analytes that may
go undetected
Over 9,000
antigens to
support biomarker
discovery
Marker panel
optimisation,
design and delivery
Immune-response
analytics and
insights
Biomarker
development, panel
production and
manufacturing
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Autoantibody profiling can be
compared to building bridges:
using extraordinary precision
and cutting-edge machinery you
can connect highly dimensional
multiplexing data with patient
phenotypes. Each project
from last year has allowed us
to characterise a unique path
between the autoantibody
reactivity, microbiome reactivity,
and/or immunoglobulin
sub-types to clinical study data.
Our advanced bioinformatics
modules, in conjunction with
our ability to maximise the
Luminex XMAP technology,
helps us forge these connections
between data and clinical
outcomes, by creating bespoke
solutions that generate
novel insight.
Hans-Dieter Zucht
Chief Technology Officer
A growing utilisation of
autoantibody profiling in
drug discovery
Autoantibody biomarkers can provide
orthogonal biological validation for multiple
data modalities which pharma companies
traditionally collect, and help bridge the
translational gap between the various lab-
based ‘omic’ data and real-world clinical
outcomes.
Instead of having to collect (for example)
proteomics and immunohistochemistry
data, in addition to clinical outcomes data,
autoantibody biomarkers alone serve as a
validation tool for traditional omics.
While providing commercial services
directly to customers, Oncimmune
continues to enhance its understanding of
diseases and their treatment. This leads to
the creation of new intellectual property
and experimental know-how, which allows
Oncimmune to rapidly execute new
projects and, in turn, deliver insight and
value to new and repeat customers.
Pharmaco —
genomics
Proteomics
Autoantibody
Autoantibody
Biomarkers
Biomarkers
Imaging and
analysis
Clinical
Data
05
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Chairman and Chief Executive Officer’s review
Refocusing our efforts
on ImmunoINSIGHTSTM
We are pleased to report
the Group's audited results
to 31 August 2023, and
provide an update on the
further operational and
strategic progress made
since year end.
Oncimmune is a precision medicine
company, specialising in analysing immune
interactions through the autoantibody
profile. Taking a platform approach to
generating insights, Oncimmune is
partnering with global pharmaceutical and
biotech companies, as well as contract
research organisations (CROs) to discover
novel biomarkers for the development
of more targeted and effective therapies
across many immune-mediated diseases.
As a specialist immunology testing
business, Oncimmune has a diversified and
growing revenue stream from its discovery
and development service-based platform,
delivering actionable insights into therapies
under development to its pharmaceutical
and biotech partners.
Oncimmune is headquartered in the UK,
with commercial presence in the US and
Europe. The ImmunoINSIGHTS platform
team is based in Dortmund, Germany.
Business update
FY2023 continued to be a downturn for the
biopharma industry, marked by fewer IPOs
in the life science industry, particularly
in the UK. The rising interest rates in
economies around the world, along with
persisting geopolitical tensions, have all
impacted investor appetite in the sector,
and subsequently our customers' access
to capital. Additionally, large companies
whose valuations rose as a result of the
response to the pandemic are now seeing
slumping revenues and valuations, which
have had a knock-on effect on the wider
industry. This downturn has impacted our
customers’ readiness to use our services.
06
This period of economic uncertainty and
industry-wide cutbacks, has also affected
pharma and biotech companies' access
to multidisciplinary experience and
talent. Consequently, pharma companies
have been forced to rely further on the
outsourcing market to preserve capital,
focus on core competencies, and de-
risk their high-value assets. However,
this presents a huge opportunity for
the ImmunoINSIGHTS platform we
have established. Our unique expertise
in autoimmune profiling and deep
understanding of the immune system
will prove our platform’s ability to remain
robust and resilient, as reflected in our
growing pipeline, as well as mounting
interest from current clients to explore
potential strategic partnerships.
Delivering high quality, differentiated results
every time for our ImmunoINSIGHTS
customers has allowed us to not only
broaden our pipeline of opportunities, but
also further deepen our engagement with
key customers. This year, we have been
focused on signing preferred or master
service agreements (MSAs), rather than
one-off pilot projects, and we have had
the benefit of an increasing proportion of
our pipeline made up of repeat customers,
accounting for 83% of our current client
base. This approach will persist through
FY2024, where we will look to not only
maximise the value of those MSAs in place,
but also continue to mature relationships of
both pilot projects as well as MSAs through
to multi contract commercial engagements
with top 20 pharma companies.
In FY2023, the team signed 12 new contracts,
including extensions. Despite the backdrop
of the distraction of the Freenome deal
alongside the dearth of capital available for
our customers that lead to slower trading in
2023, it should be emphasised that executing
on 12 contracts in this current industry is
an achievement and a true reflection of
the platform's resilience and robustness in
delivering quality results and insights.
Strategy update
During Martin’s first few weeks of joining
the Company, one of his first tasks as new
CEO was to complete an initial assessment
of Oncimmune's strategic positioning as a
team, to relaunch our strategic priorities as
well as establish our mission and vision.
Our updated strategy was formally
announced post period end on 12
October 2023.
We believe that Oncimmune's previous
focus on leveraging MSAs with larger
pharma companies, whilst successful in
securing a number of these agreements,
led the Group to be vulnerable to delays
in contracting and sample delivery,
which impacted on the ability to robustly
forecast revenue. The sale of Oncimmune
Limited (including the EarlyCDT® blood
test business) to Freenome Holdings, Inc
has allowed us to refocus our efforts on
the ImmunoINSIGHTS platform and scale
this business with additional commercial
models, encompassing strategic
partnerships and value-based pricing.
These should help us to deliver a more
robust, predictable and sustainable revenue
stream from FY2024 onwards.
We will continue to provide
ImmunoINSIGHTS service for our
customers using a fee for service pricing
model, but aim to expand the business
model by maximising the value of MSAs
already in place and exploring strategic
opportunities in new customer verticals,
such as translational medicine and
clinical CROs.
Our mission at Oncimmune is to enable
precision medicine, by using our platform,
together with our partners, to discover novel
biomarkers and drug targets and to predict
the efficacy of treatment. We are able to do
this by deploying our world class scientific
team and our cutting-edge technology
platform, built on years of experience in the
field. Our aim is to make this an essential tool
in drug discovery and development. Our
vision is to become the global experts in
technology which enables breakthroughs in
precision medicine.
We would like to take this opportunity
to extend our sincere gratitude to our
dedicated staff, suppliers, and loyal
customers for their continued support
throughout the recent fiscal period. Their
commitment has been instrumental in
bolstering our performance amid the
year’s turbulent financial environment.
We also express appreciation to our
shareholders for their steadfast support
in navigating uncertain market conditions
and the Company’s transition during this
period. Furthermore, we would like to thank
Oncimmune’s Board and management
team, recognising their resourcefulness
and resilience throughout the year.
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Oncimmune has an impressive
portfolio of MSAs, including
agreements with some of the largest
global pharma companies by
revenue. The Company’s commercial
pipeline’s composition, largely
consisting of repeat customers,
highlights the consistently high-
quality results we deliver. To me,
this was a strong signal of not just
the value of our insights, but also
that we were likely not maximising
the capabilities of the platform or
leveraging new opportunities. I joined
the Company realising that we were
essentially relaunching with a sole
focus on maximising the value of
the ImmunoINSIGHTS platform,
both scientifically and commercially.
I believe that our new strategic
approach, which encompasses CRO
partnerships, the extension of our
world-class technology into new
scientific areas and the use of new
commercial models, will help us to
drive growth in FY2024 and beyond,
following a tough FY2023.
Martin Gouldstone
CEO
EarlyCDT sale
In May 2023, Oncimmune sold its wholly-
owned subsidiaries, Oncimmune Limited
(including the CE-marked IVD EarlyCDT
Lung blood test, antibody platform and
research and development pipeline) and
Oncimmune Europe GmbH to Freenome
Holdings, Inc. for a total of £13M.
The disposal of this business enabled
Oncimmune to refinance its debt with
IPF Management SA ("IPF Partners") (the
"IPF Facility"), allowing us to refocus the
business on ImmunoINSIGHTS, primarily
through Oncimmune's subsidiary,
Oncimmune Germany GmbH. Separately,
Freenome have signed a long-term MSA,
under which Freenome will leverage the
ImmunoINSIGHTS discovery services for
five years, with an initial fixed term of two
years, with option to extend for a further
three years on the same terms.
Signing the MSA between
ImmunoINSIGHTS and Freenome, in
addition to the sale, adds Freenome as a
new global client alongside eight of the top
15 global pharma companies who utilise the
ImmunoINSIGHTS platform. This long-term
agreement recognises the inherent value
of our platform to generate actionable
insights for therapy development as well
as diagnostics — further reinforcing our
position as a trusted industry leader in
enabling precision medicine.
07
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Chairman and Chief Executive Officer’s review continued
New business model
Since acquiring our immune-profiling
business in March 2019, we have built a
flexible multiplexing technology platform,
capable of processing tens of thousands
of samples per year, with a library of more
than 9,000 antigens which have been
validated for use on the platform (some of
which are proprietary to Oncimmune) and
a deep understanding of specific disease
areas, backed by academic publications
and intellectual property. We have worked
for eight of the top 15 global pharma
companies and have become a qualified
supplier with several long-term master
services agreements in place, generating
repeat business.
During this period, we have successfully
delivered 50 commercial projects for 26
customers, eight of which are the largest
pharmaceutical companies by revenue.
Our track record has allowed us to amass a
wealth of data, experimental know-how, and
refine statistical workflows across a number
of applications – we are now in a position
to productise the technology in multiple
avenues without requiring significant
additional capital investment. As a result,
we are now also well-positioned to diversify
the Company’s business model, expanding
from a price-per-sample approach to more
strategic partnership models, similar to our
long-term relationship with Freenome. This
may include co-development projects with
upfront project and milestone success fees,
with pricing based on the value generated
by ImmunoINSIGHTS.
In addition to partnering with biopharma and
biotech companies, we intend to accelerate
new commercial contracts through strategic
partnerships with both translational medicine
CROs focused on discovery and pre-clinical
projects, and traditional clinical CROs.
This should enable us to reach through to a
wider customer base beyond our existing
commercial infrastructure.
Ultimately, this will allow us to expand
our scientific expertise in autoantibody
analysis to venture into new areas, such
as predicting adverse events in immuno-
oncology therapies and developing
companion diagnostics. We are also
planning to explore new areas in Central
Nervous System disorders, longevity
and diabetes.
To support the execution of this new
commercial strategy, we have augmented
and grown our commercial team. Key hires
have already been made in Europe and the
US, with further expansion planned in the
short- and medium-term.
Oncology
Immuno-oncology
Central Nervous System
NMO, Alzheimer’s...
Developed by
Oncimmune
Autoimmune
Lupus, RA, CIDP
Infection
COVID-19,
sepsis
To be
developed by
Oncimmune
with partners
Autoimmune
Biomarkers
Endocrine
Diabetes...
Inflammatory
IBD...
Longevity
Ageing...
08
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 I am encouraged to see the
commercial traction already
being made on delivering our
strategy, including our ability to
expand the application of our
ImmunoINSIGHTS platform into
drug discovery as well as clinical
trials. I have recently spent time
discussing our strategy with some of
our key stakeholders and have been
pleased to see how well it has been
received, also allowing us to recruit
top talent to further accelerate our
ability to deliver on it.
Martin Gouldstone
CEO
Oncimmune announcement 30 November 2023
Progress against strategy
After setting out our vision and strategic
priorities to the Company, we are pleased
to provide the following update on progress
against the new strategy during FY2024
so far:
E Seven contracts have been signed for
new projects, with additional contracts
having been approved by customers and
expected to be signed in Q2 FY2024.
E Four of the contracts are with three
global pharmaceutical companies who
were existing customers, demonstrating
Oncimmune's ability to consistently
deliver high quality outputs and win
repeat business from key accounts. Two
of the global pharmaceutical companies
have entered into long-term MSAs with
us, with the third indicating that it would
like to discuss entering into an MSA.
E The fifth contract is with a new customer
focused on high throughput drug
discovery, reflecting Oncimmune's
ability to expand the scientific
application of its technology platform in
line with its strategy.
E The sixth contract is with a new biotech
customer, facilitated through a global
CRO. This signals a strong validation of
our capacity to effectively leverage CRO
collaborations to grow and diversify our
customer base.
E Certain of the new contracts
signed cover projects in adverse
event prognosis and expanding
the application of Oncimmune's
ImmunoINSIGHTS platform, similarly
in line with the strategic objectives
previously set out.
E Oncimmune intends to accelerate the
generation of new commercial contracts
by offering its highly specialised
services through CROs, enabling it to
reach through to a wider customer
base beyond its own direct commercial
infrastructure. Discussions have
begun with several CROs, including
translational medicine (discovery and
pre-clinical) and clinical trial focused
CROs.
Alistair Macdonald
Chairman
Martin Gouldstone
Director and Chief Executive Officer
28 February 2024
09
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Scientific publications
Leading with science
through global partnerships
In line with Oncimmune's core objectives,
during the period we have continued
to demonstrate the leading potential
of our platform in world-class scientific
publications and awards.
During FY2023, the ImmunoINSIGHTSTM
platform showcased its adaptability in
categorising patients based on their
autoimmune signatures, particularly in Non-
Small-Cell-Lung-Cancer (NSCLC) cases,
shedding light on a critical aspect of immune
checkpoint inhibitor (ICI) therapy.
Patients with pre-existing autoimmune
diseases, or those previously exposed to ICI
therapy, are at greater risk of experiencing a
flare up or immune-related adverse events
(irAE). Consequently, these groups are often
excluded from ICI studies. In collaboration
with Roche, Oncimmune delved into the
baseline autoantibody profiles of this
high-risk group (the experimental group),
and those without prior exposure of ICIs or
history of autoimmune diseases (the control
group), before enrolling in the TAIL2 study to
receive atezolizumab.
Through a detailed post-hoc exploratory
analysis utilising immuno-oncology bead-
based antigen arrays comprising 1,340
tumour, autoimmune disease, and immune
mediated antigens, the research revealed
significant differences in AABs between the
experimental and control group at baseline,
which were associated with overall survival
and irAEs. This analysis offers preliminary
yet crucial insights into the drivers of clinical
outcomes of ICIs in patients with pre-existing
autoimmune disease and prior ICI therapy.
These insights validate the need for further
developmental studies aimed at utilising
AABs to provide orthogonal validation for
predicting the effectiveness and safety of ICI
therapies, or revealing potential therapeutic
antigens. These findings were presented as
an oral presentation this year at the American
Society for Clinical Oncology 2023, and
featured as an abstract in the May 2023 issue
of the Journal of Clinical Oncology, titled
“Baseline autoantibody profiling in patients
with NSCLC with preexisting autoimmune
diseases or who had received prior anti-PD-1
therapy before enrolling in the TAIL study”3.
Following successful profiling of
hospitalised patients with severe Covid-19,
using the ImmunoINSIGHTS platform and
in collaboration with Roche, the study was
able to demonstrate a clear link between
the antibody reactivity towards various
viral and bacterial antigens, to the clinical
endpoint, time-to-hospital-discharge
(TTHD). The team confirmed that specific
antibodies fighting the SARS-CoV-2 virus
were strongly connected to extended
hospital stays. In this collaboration, the team
were able demonstrate further utility of the
ImmunoINSIGHTS platform for predicting
clinical outcomes, using epitope-specific
multiplexed autoantibody profiling of
anti-SARS-CoV-2; this work was presented
at the Immunology 2023 conference and
the conference abstract published in the
Journal of Immunology4.
The versatility of the ImmunoINSIGHTS
platform in confirming the mode of
action in novel ICI therapies has been
demonstrated in Oncimmune's work
with Faron Pharmaceuticals. This joint
research sought to profile autoantibodies
treated with Faron's novel immunotherapy
candidate, bexmarilimab. While the Faron
team investigated the B-cell phenotype
and clonality, Oncimmune provided
evidence on autoantibody formation
in bexmarilimab treated patients in
the ‘Macrophage Antibody to Inhibit
Immune Suppression’ (MATINS) trial and
confirmed the drug can induce activation
and secondary immunoglobulin (Ig) G
rearrangements in mature B-cells, as
reflected in the autoantibody profile of
these patients analysed by Oncimmune.
The findings were presented at the
American Association for Cancer Research
(AACR) Annual Meeting 2023 and the
abstract was published in the American
Association for Cancer Research5.
This research demonstrates
ImmunoINSIGHTS platform’s ability to
confirm mechanism of actions of novel
drugs, which further validates the potential
of using our autoantibody biomarkers
as a clinical endpoint across any B-cell
mediated therapies.
10
After a number of years of collaboration
with the Dana-Faber Cancer Institute,
the ImmunoINSIGHTS team was able to
jointly present research investigating the
role of autoantibodies as biomarkers in
ICI-treated compared to chemotherapy-
treated metastatic urothelial carcinoma
(mUC) cancer patients. The study
investigated autoantibodies as potential
predictive biomarkers of clinical
outcome for mUC patients. The study
was able to demonstrate that patients
on ICI showed a greater induction of
autoantibodies compared to patients
receiving chemotherapy and that this
was associated with improved response
to ICI. The study was presented at 74th
Mosbacher Kolloquium6.
2. TAIL Study: A Phase III/IV, Single Arm, Multicenter
Study of Atezolizumab (Tecentriq) to Investigate Long-
term Safety and Efficacy in Previously-treated Patients
With Locally Advanced or Metastatic Non-small Cell
Lung Cancer (TAIL).
3. Rodriguez-Abreu, D. (2023) Baseline autoantibody
profiling in patients with NSCLC with pre-existing
autoimmune diseases or who had received prior anti-
PD-1 therapy before enrolling in the TAIL study. Journal
of Clinical Oncology 41, no. 16_suppl (June 01, 2023)
2512-2512.
4. Shrivastava, D. Profiling of the antibody response to
viral and bacterial antigens and its correlations with
time-to-hospital discharge: Covacta and Mariposa
study. Journal of Immunology 1 May 2023; 210
(1_Supplement): 59.48.
5. Elisa M. Vuorinen (2023). Bexmarilimab induces B-cell
activation and autoantibody production. Cancer Res
(2023) 83 (7_Supplement): Abstract 2269.
6. 74th Mosbacher Kolloquium - Immune Engineering
from Molecules to Therapeutic Approaches.
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Collaborating closely with
both a global pharma customer
team and clinical experts has
shed light on a crucial issue in
cancer immunotherapy clinical
trials. Patients with pre-existing
autoimmune diseases frequently
face exclusion due to concerns
about potentially exacerbating their
conditions. This exclusion not only
limits their access to potentially life-
saving treatments but also hampers
our understanding of how these
therapies could benefit a broader
patient population. Presenting the
groundbreaking data from the TAIL2
study at ASCO 2023 stands as a
testament to the immense value of
the science and technology at the core
of Oncimmune.
Dr Petra Budde
Chief Scientific Officer
11
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Environmental, social and governance
Our commitment
to ESG
At the core of Oncimmune’s
business is the desire to
advance medical scientific
knowledge, through
providing tools and services
to the life science industry,
and improve patients’ lives
through the development
of more personalised
treatment.
Whilst its overall mission has societal
benefits, Oncimmune strives to achieve
this by acting ethically and responsibly
at all times. The Group has formalised its
environmental, social and governance
(ESG) goals by adopting an ESG Policy
and implementing a strategy to deliver
the objectives set out in the policy. As
the Group’s business and structure has
changed it has amended some of its ESG
goals and actions, to ensure they remain
appropriate for the Group’s size and
activities. The table on the following pages
sets out the Group’s commitments under its
ESG Policy, the actions it has taken towards
those commitments in FY2023 and the
priorities it has set itself for FY2024.
12
Corporate Values
We strive to:
Lead with science
We champion a culture where every decision,
every innovation, and every solution is rooted
in rigorous scientific principles. We lead with
unwavering dedication to excellence, where top
quality science is at the core of what we deliver
to our customers, driving advancements that will
set industry standards
Unite to create an impact
The key to our success is the close relationship
we have as a team and our partners. At every
level, we grow relationships with our colleagues
and partners, aiming high to make an impact
for all stakeholders across the life science
ecosystem
Enjoy the challenge
We challenge ourselves, our colleagues and our
partners to find new and better ways to realise the
potential of our science, with each drop
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Commitment
2023 progress
2024 priorities
Environment
Oncimmune strives to reduce any negative impact it is having on the environment in general, but specifically in the areas set out below.
Carbon usage
Oncimmune will take steps to reduce its
use of carbon emitting resources, both in
its operations and in the business-related
activities of its employees and contractors.
Resource management, including water
conservation
Oncimmune monitors the use of resources,
including water, paper, chemicals and
minerals, and intends to reduce such use
year-on-year. To the extent that use cannot
be eliminated, steps will be taken to increase
recycling or reuse of resources.
Use and disposal of hazardous materials
and human tissue
Certain chemicals are considered hazardous
if they are harmful to humans or the
environment. As part of Oncimmune’s
business it is required to use certain hazardous
chemicals and to handle human derived
material (which may in itself be potentially
hazardous). Oncimmune minimises its use of
hazardous material and at all times complies
with all applicable laws and regulations
pertaining to the use and disposal of hazardous
materials and human tissue.
E A baseline energy use was determined
E Taking the lessons learnt in the UK
operations and implementing them in the
operations in Germany.
E Appoint environmental champions to
drive continued reduction in carbon
footprint.
for the Group’s operations in Nottingham,
UK (in collaboration with Nottingham
Trent University).
E Freezer capacity was arranged such that
unused capacity led to the switching off
of two freezers.
E The freezer storage temperature was
increased from -80°C to -70°C, leading to
reduction in energy consumption.
E A hybrid working model was formalised,
leading to a reduction in travel
requirements.
Oncimmune has moved to an almost
paperless environment with the use of
electronic laboratory books and electronic
signatures on documents.
Continue to investigate additional methods
for reducing consumption.
E Oncimmune complies with applicable
laws and regulations on the use and
disposal of hazardous materials.
E The use of hazardous materials is
regularly assessed, with a view to using
safer materials if possible.
Continue to comply with all laws and
regulations and to review the use of
hazardous materials.
13
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Environmental, social and governance continued
Commitment
2023 progress
2024 priorities
Social Responsibility
Oncimmune’s employees are its key resource and looking after its workforce is imperative to Oncimmune’s business. By extension,
Oncimmune believes that all employees should be treated fairly and legally and therefore expects those it does business with to respect
appropriate employment practices.
Human rights
Oncimmune has the utmost respect for
human rights and a zero-tolerance approach
to any breach of them.
Health and Safety
The health and safety of Oncimmune’s
employees and contractors, as well as all
those who visit its sites, is paramount and of
the highest priority. Oncimmune complies
with all applicable health and safety
legislation, including the Health and Safety
at Work Act 1974, the German Occupational
Safety Act (Arbeitsschutzgesetz), and other
relevant regulations, approved codes of
practice and guidance.
Employee relations and diversity
Oncimmune is an equal opportunities
employer. It is committed to providing
equal opportunities throughout all stages
of employment, including in recruitment,
selection, training and promotion.
Oncimmune believes that each individual is
entitled to dignity and respect and requires
all staff to adhere to acceptable levels of
conduct and behaviour to allow everyone
to work to their fullest potential without
harassment, bullying or intimidation.
Community engagement
Oncimmune will engage with local
communities where it operates and will
allow and encourage its employees to
do the same. As a leader in the scientific
community, Oncimmune may support
the enhancement of the scientific and
technological profession through engaging
with local academic institutions and
individual students.
Oncimmune has in place appropriate policies
against abuses of human rights and does
not knowingly do business with anyone who
Oncimmune reasonably believes or suspects
is involved in the abuse of human rights.
Continue to monitor compliance with human
rights policy by global suppliers through the
regular monitoring of suppliers.
Oncimmune has thorough health and
safety policies in place and its Health and
Safety Committee regularly reassesses and
audits its health and safety procedures.
Health and safety is also monitored
through Oncimmune’s certified quality
management system.
Continue to place health and safety at the
core of operations and regularly review.
E In the UK, Oncimmune put in place
Wellbeing Champions, who were trained
in mental health and safety.
E A stress risk assessment was introduced
in the UK.
E Continue to support employees wanting
to obtain post-graduate qualifications.
E Promote regular staff engagement,
to keep all employees informed of
Oncimmune’s strategy and performance.
E Policies to allow flexible work locations
E Establish corporate values and clear
and hybrid working model were
formalised following the Covid pandemic.
performance metrics.
E Employees sponsored and supported
with time off to pursue PhD and other
educational courses.
E An internship programme was run
for students from local educational
institutions.
E The facility to make charitable donations
through payroll has been provided to
employees in Germany.
E Continue to provide internship
programmes.
E Facilitate employee participation in
events to support their local community.
14
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Commitment
2023 progress
2024 priorities
Corporate Governance
A robust corporate governance structure delivers long-term growth and protects shareholder value. To ensure it meets globally
recognised corporate governance best practice, Oncimmune has adopted the Quoted Companies Alliance (QCA) Corporate
Governance Code and adheres to its principles
Continue to adhere to the QCA Corporate
Governance Code, the AIM Rules and all
other appropriate laws and regulations.
E Continued adherence to the QCA
Corporate Governance Code as
appropriate.
E New Board members were trained by
the Company’s Nominated Adviser
on compliance with appropriate
regulations and the Board as a whole
received its annual update from the
Nominated Adviser.
A number of changes have taken place on
the Board, as described on page 20 of this
Report. Following the changes, the Board
consists of four Directors, two of whom are
independent, a Non-Executive Chairman
and one Executive Director.
Continue to monitor the effectiveness
of the Board.
Details of the Company’s remuneration
strategy and executive pay are set out in the
Remuneration Report.
Online training on bribery and corruption has
been rolled out across the Group, coupled
with all employees confirming adherence to
the Group’s antibribery and whistleblowing
policies.
Refresh training as appropriate.
Corporate governance standards
As Oncimmune is part of a group listed on
the Alternative Investment Market (AIM) of
the London Stock Exchange it is subject to
certain obligations, including those relating to
regular reporting, shareholder engagement
and the trading in its shares. Oncimmune shall
at all times comply with such obligations and
have in place adequate policies, procedures
and training to ensure its employees and
contractors are aware of their individual
obligations and comply with them.
Board independence, diversity and
structure
It is generally considered that an independent,
diverse Board can provide objectivity and
appropriate scrutiny, mitigate conflicts of
interest, and better protect shareholders’
interests. Oncimmune is committed to
appointing a Board of Directors made up of
a majority of Non-Executive Directors, with
at least two independent Non-Executive
Directors. Appointments to the Board will be
made on the basis of the merit, experience,
potential and personal attributes that they
will bring to the Board regardless of gender,
marital/civil partnership status, sexual
orientation, race, colour, national or ethnic
origin, nationality, religion, belief, age or
disability.
Executive pay
It is important that executive pay is properly
evaluated and determined independently of
senior management and in the best interests of
the Company’s stakeholders.
Bribery and corruption and ethical
business practices
One of Oncimmune’s core values is to uphold
responsible and fair business practices. It is
committed to promoting and maintaining
the highest level of ethical standards in
relation to all of its business activities. Its
reputation for maintaining lawful business
practices is of paramount importance and
therefore Oncimmune has a zero-tolerance
policy towards bribery and corruption and is
committed to acting fairly and with integrity
in all of its business dealings and relationships
and implementing and enforcing effective
systems to counter bribery.
15
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Finance Director’s review
A year of change
A summary of the financial highlights of the 12-month period ended
31 August 2023 compared to 15-month period ended 31 August 2022:
Net debt of £2.1M (2022: net debt £9.2M)
including lease liabilities
Net debt of £2.0M (2022: net debt £8.6M)
excluding lease liabilities
Net cash inflow of £1.8M (FY2022: net cash
outflow £(7.2)M)
For continuing operations, FY2023 is
the 12-month period to 31 August 2023.
For discontinued operations, FY2023
is the period starting 1 September 2022
and ending 19 May 2023.
FY2022 is the 15-month period to 31 August
2022 for both continuing and discontinued
operations.
Revenue for the period
(£)
Administrative expenses
(£)
£2.1M
(FY2022: £3.8M)
Continuing operations
FY2023: £1.2M, (FY2022: £2.3M)
Discontinued operations
FY2023: £0.9M, (FY2022: £1.5M)
£6.1M
(FY2022: £8.7M)
Continuing operations
FY2023: £5.0M, (FY2022: £4.9M)
Discontinued operations
FY2023: £1.1M, (FY2022: £3.8M)
Gross profit for the period
(£)
Cash balance at period end
(£)
£1.5M
(FY2022: £1.8M)
Continuing operations
FY2023: £0.8M, (FY2022: £1.2M)
Discontinued operations
FY2023: £0.7M, (FY2022: £0.6M)
£3.2M
(FY2022: £1.4M)
Share-based payment (credit)/charge (£)
Profit for the financial period
(£)
£(1.2)M
(FY2022: £1.7M)
Continuing operations
FY2023: £(1.2)M, (FY2022: £1.6M)
Discontinued operations
FY2023: n/a, (FY2022: £0.1M)
£4.1M
(FY2022: loss of £11.4M)
Continuing operations
FY2023: loss of £6.2M, (FY2022: loss of £6.8M)
Discontinued operations
FY2023: profit of £10.3M, (FY2022: loss of £4.6M)
Gain on disposal
(£)
£12.2M
(FY2022: n/a)
Loss excluding disposal
(£)
£8.1M
(FY2022: n/a)
16
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Commentary on financial
statements
Research and development activities in
the year were largely associated with the
EarlyCDT business, and as such, will be at
lower levels within the ImmunoINSIGHTS
business in the forthcoming year.
For the 12 months to 31 August 2023, gross
profit was £1.5M.
Administrative expenses for the year were
£6.1M (2022: £8.7M). This reduction reflects
an overall decrease in costs as well as
the removal of costs from the sale of the
EarlyCDT business and the costs associated
with the restructuring of the board and
executive leadership team, announced in
June and July 2023.
Cash balance at the end of the year was
£3.2M (2022: £1.4M) and net debt was £2.1M
including lease liabilities (2022: net debt
£9.2M), with net debt of £2.0M excluding
lease liabilities (2022: net debt £8.6M).
Having joined Oncimmune in September
2023 at the start of the new financial year,
I would like to acknowledge the input
provided by Matthew Hall, former CFO, in
preparing the Annual Report and Accounts
for the year to 31 August 2023.
Martin Hudson
Finance Director
28 February 2024
Revenues and
commercial progress
Revenue for the year to 31 August
2023, in particular revenue from the
ImmunoINSIGHTSTM business, reflects the
tight commercial conditions prevailing
throughout the global pharma support
services sector. ImmunoINSIGHTS
continued to service its portfolio of global
pharma customers, although it was
disappointing that the potential pipeline of
commercial contracts failed to materialise
into signed projects. In some cases, these
project opportunities have been delayed
and therefore it is anticipated that they will
be contracted in the future. The EarlyCDT®
business was sold during the year and
therefore revenue for the year reflects the
absence of revenue for the period from May
to August 2023.
As outlined in the Chairman and Chief
Executive Officer’s report, the sale of
the EarlyCDT business has allowed the
Group to focus its entire resources on the
ImmunoINSIGHTS business. A rebuilding
of the commercial team is underway
which is resulting in an encouraging
increase in the commercial pipeline.
ImmunoINSIGHTS
During the year the ImmunoINSIGHTS
business signed 12 new contracts
compared to 18 in the 15-month period to 31
August 2022. Nine of these contracts were
for existing customers. The current pipeline
of potential new opportunities also reflects
the dominance of repeat business from
existing customers wanting to utilise the
ImmunoINSIGHTS service.
In May 2023 ImmunoINSIGHTS signed a
Master Services Agreement (“MSA”) with
Freenome Holdings, Inc. (“Freenome”),
under which Freenome will leverage the
ImmunoINSIGHTS discovery services
business to further accelerate its pipeline
for multiple cancer diagnostics. The MSA
contains a guaranteed commitment by
Freenome to purchase ImmunoINSIGHTS
services worth at least €1.14M per year.
The MSA has an overall term of five years,
with a fixed initial term of two years and
Freenome's option to extend for a further
three years on the same terms.
EarlyCDT
In May 2023 the Group sold its EarlyCDT
business, including the EarlyCDT
Lung product, EarlyCDT platform and
autoantibody development business, based
in Nottingham, to Freenome for £13.0M
(the “Sale”). The Sale was structured as
consideration for equity of £1.3M, which is
being held in escrow for 12 months in the
event of any claim by Freenome against
the customary warranties and indemnity
given to Freenome in the sale and purchase
agreement, and debt repayment of £11.7M.
Equity fundraise
In December 2022, the Company completed
an equity fundraise, raising gross proceeds
of £2.1M to provide the Group with additional
near-term working capital.
Debt funding
In October 2022, the Group reprofiled its
debt banking facility (the “IPF Facility”)
with IPF Management SA (“IPF Partners”).
The new terms provided for the deferral
of all principal repayments until June
2024, no further issue of warrants and the
continued repayment of interest as from
September 2023. An arrangement fee of
€1.5M had been agreed, which is payable
at final maturity of the debt, with up to 50%
(€0.75M) of this fee able to be offset against
any warrants already issued to IPF Partners.
In May 2023, the IPF Facility had an
outstanding principal balance of €11.6M. As
part of the sale of the EarlyCDT business,
Oncimmune repaid €7.2M (being €5.6M
of principal and €1.6M of interest) of the
outstanding IPF Facility. At the same time,
Oncimmune entered into a new debt facility
(the "New IPF Facility") for the outstanding
€6.0M in principal from the previous IPF
Facility under which the principal amount is
repayable over the next three years. There
is a principal repayments holiday for the
first 12 months, with interest commencing
from September 2023 on the same cash
margin rate as in the previous IPF Facility.
Repayments under the New IPF Facility have
been profiled such that 40% (or €2.4M) of
the €6.0M facility will be repaid at the end
of the agreement in March 2026. No further
warrants were issued to IPF Partners in
connection with the New IPF Facility.
The New IPF Facility is secured by fixed
and floating charges over the assets of
Oncimmune and the shares in Oncimmune
Germany GmbH and may be repaid at any
time, subject to an early repayment fee.
The interest rate is 9% per annum over
three-month EURIBOR (subject to a floor
of 0%) and is payable quarterly.
17
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Principal risks and uncertainties
How we manage our risks
The Group is managing risks associated
with its facilities by ensuring it has
stringent policies and procedures in place,
maintained within a high standard quality
management system (certified under ISO
9001), as well as back-up storage facilities
and business continuity plans. The Group
also maintains, and regularly reviews,
its insurance policies, including cyber
insurance, to provide coverage in the event
of certain disruptions to its operations.
Equipment failure and supply
of materials
The Group is reliant on specialist equipment
and consumables to carry out the services
it offers to customers, some of which are
provided by third parties. Any breakdown
of equipment or disruption to the supply
of consumables may result in the Group
being unable to provide its services
for some period of time. The Group is
managing the risk of equipment failure by
ensuring that equipment is regularly and
professionally serviced and that critical
work is not dependent on a single piece of
equipment. To mitigate the risk of supply
of consumables the Group maintains
internal stocks beyond those it requires
for immediate work. The Group maintains
close relationships with its key suppliers,
to attempt to anticipate any forthcoming
issues and resolve any that do occur as
swiftly as possible. The Group also regularly
assesses the possibility of dual sourcing of
consumables wherever possible.
Loss of data
The Group produces and handles a large
amount of data, in particular as part of the
services it offers to its customers. The loss
of such data, or the ability to produce and
analyse such data, would hinder the Group’s
ability to deliver on its commitments to its
customers and therefore generate revenue.
To mitigate the risk of losing data the Group
has built a robust IT infrastructure, including
on-site and off-site backup facilities and tight
IT security controls, and regularly monitors
and tests its recovery capabilities. The Group
engages internal and external IT specialists
to maintain its IT infrastructure. The Group
also maintains cyber insurance cover.
Reliance on the retention of
key employees
The future success of the business is
dependent on its senior management
and key personnel, and there is always a
challenge to maintain back-up support
in respect of key roles or replace key
staff should they leave the organisation.
The Group seeks to provide a positive
work environment with opportunities for
career growth, coupled with appropriate
remuneration and share option incentives
to align its employees with the long-term
success of the Group’s business.
Risks from competitors
The Group operates in a competitive market
and faces competitors who may develop
more advanced or alternative products
and services or offer similar services at
a lower price. The Group mitigates this
by monitoring competitor activity and
investing in its technological capabilities
to ensure that its service offering remains
competitive and meets customer demands.
The Group also regularly reviews its
manufacturing and delivery process to
ensure that it is efficient and therefore
the Group’s high quality service can be
delivered at competitive prices.
Legislation and regulatory
compliance
The Group operates in a highly regulated
environment and must comply with a range
of laws and regulations, including those
regulating the handling of human blood
serum and patient related data. As the
Company’s shares are listed on AIM, the
Company is also required to comply with
certain laws and regulations applying to
listed companies. The Group’s activities may
be investigated by regulatory authorities
and it may be sanctioned in the event that
such authorities conclude that the Group
did not comply with its legal or regulatory
obligations. If the Group is sanctioned it may
incur financial or other penalties (such as the
delisting of its shares) or reputational damage.
The Group mitigates these risks by engaging
internal and external professionals (such as
legal advisers and the Group’s Nominated
Adviser) to advise on its obligations and
putting in place policies, procedures and
controls to ensure compliance.
The Group may not achieve its
financial targets through the sale
of its services
The Group needs to achieve certain
financial targets, including revenue, profit
and cash collection, in order to remain a
viable business and to enable it to meet its
financial obligations. The Group also seeks
to forecast its revenue and cash collection
to determine its ability to meet its future
obligations. The Group aims to achieve its
financial targets by selling services to its
customers. The commercial success of the
services sold by the Group will depend on
customer demand, which may be driven
by, amongst other things, the perceived
utility and quality of the services offered by
Oncimmune and the funding available to
customers and prospective customers in
the areas in which they are likely to benefit
from such services. The Group engages
in marketing and business development
efforts to drive customer demand and its
commercial success therefore depends
on the ability of these efforts to achieve
sales. The commercial success also
requires Oncimmune to be able to charge
for its services a price which is acceptable
by its customers and provides a profit to
the Group as a whole. The Group seeks
to manage these risks by investing in
marketing and business development
and by expanding the range of offered
services. The Group carefully monitors its
commercial success and regularly reviews
its commercial strategy, as well as carefully
monitoring its costs to ensure profitability.
Oncimmune also invests in the generation
of clinical evidence and scientific data
to support and promote the utility and
quality of the services it offers where it
believes such efforts would enhance its
commercial strategy.
Loss of facilities
The Group manufactures protein antigens
and carries out multiplex testing services
for its customers at its laboratory facilities
in Dortmund, Germany. The Group also
stores previously produced protein antigens
and biological samples received from its
customers and other sources at these
facilities. Any disruption to the facilities may
result in the Group being unable to provide
services to its customers for some period
of time or complete ongoing contracted
projects for its customers.
18
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Strategic Report
During FY2023 the Board reviewed the
processes by which it receives financial
information to enable it to oversee the
business of the Group and comply with its
legal and regulatory obligations and has
implemented certain improvements to
such processes. The Group regularly trains
relevant staff on the Group’s obligations
and compliance therewith. Any change in
legislation or regulation may have an adverse
effect on the way that the Group’s services
can be delivered and the cost of delivery.
The Group mitigates this as far as possible
by ensuring a continuous awareness of the
legislative environment so that it can plan and
change its operations as necessary to meet
increasing demands
Foreign exchange
The Group conducts its operations
principally in Sterling, Euros and US Dollars,
and is consequently subject to currency
risk due to fluctuations in exchange rates.
As well as the direct risk arising from
transaction or translation risks, foreign
exchange movements may make products
or materials more expensive which may
adversely affect the Group’s revenues and
expenditure, and as a result could have
a material adverse effect on the Group’s
business, results of operations and financial
condition. As far as possible, any foreign
exchange risk is managed by maintaining
sufficient foreign currencies to avoid the
need to purchase these currencies to satisfy
operating expenditure.
The Directors’ requirements under S172(1)
of the Companies Act 2006 are included in
the Directors’ report on pages 22 to 24.
On behalf of the Board
Martin Gouldstone
Director and Chief Executive Officer
28 February 2024
19
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Governance Financial Statements Board of Directors
Our Board
Board changes
Throughout FY2023 and since the end
of the financial year the Board has gone
through several changes, to be better
aligned with the Company’s focus on its
services business. On 13 January 2023, John
Goold was appointed as a Director, bringing
additional capital markets and investment
relations experience to the Board. On 22
June 2023, Dr Adam M Hill stepped down
as the Company’s Chief Executive Officer
and resigned from his position as Director.
Ron Kirschner was appointed as interim
Chief Executive Officer and was a Director
between 22 June 2023 and 1 August 2023.
On 1 August 2023, Martin Gouldstone
became the Company’s Chief Executive
Officer and a Director. Andrew Unitt, who
had been engaged with Oncimmune
since 2014 and was an Independent
Non-Executive Director, stepped down
from the Board on 30 September 2023.
On 11 October 2023 Timothy Bunting also
stepped down as a Director of the Company,
having supported Oncimmune for over 15
years, including as a Director since 2016. To
complete the latest changes on the Board, in
October 2023 Dr Annalisa Jenkins decided
to step down from the Board by the end
of 2023, allowing time for her to hand her
responsibilities over to Sally Waterman, who
became a Director on 11 October 2023. Dr
Annalisa Jenkins ceased being a Director on
30 November 2023. The current members
of the Board are therefore as follows:
Alistair Macdonald
Non-Executive Chairman
Martin Gouldstone
Chief Executive Officer
Alistair is a seasoned pharma executive,
with more than 25 years of experience in the
industry, across manufacturing, consultancy,
business and corporate development,
data management and clinical operations.
Until April 2022 Alistair was CEO of leading,
integrated CRO Syneos Health Inc., a role
which he held for six years. Syneos was
the result of a combination of inVentiv
Health and INC Research in 2017, of which
Alistair was CEO. Alistair led the merger that
formed Syneos, which brought together
approximately 24,000 employees, serving
customers in 110 countries with innovative,
end-to-end solutions to accelerate their
clinical development and commercialisation
timelines. Prior to becoming CEO of INC
Research, Alistair led multiple functions,
including Global Business Development and
Marketing, Alliances Development
and Delivery, Global Oncology, and Clinical
Development Services. Alistair has served
as Chair of ACRO, the Association of Clinical
Research Organisations, having been on
its board for approximately seven years,
and is Board Member of the Medicines
Discovery Catapult. Alistair also serves in the
following positions: non-executive chairman
of Validant LLC; non-executive director
of Seqens S.A.; non-executive director of
Nexus Bioquest Limited and non-executive
director of Klick Health LLC.
Alistair received his Master’s degree from
Cranfield University and Bachelor's degree
from Plymouth University.
Martin brings 30 years of corporate finance
and business development experience in
the CRO, healthcare and pharmaceutical
sectors to his role as CEO at Oncimmune.
Most recently, Martin was a Global SVP
Business Development at Owkin, where he
managed all of the commercial teams in
the USA and Europe and led new strategic
research partnerships. Over the last few
years, Martin was Chief Business Officer at
Sensyne Health where he helped to drive
growth with particular focus on expanding
reach in the US market and Pharmaceutical
sector; Global SVP at Syneos One and Head
of Capital Solutions for Syneos Healthcare
where he developed and led Capital
Solutions service; Chief Business Officer at
BenevolentAI where he was responsible for
all commercial activities. He was previously
a Partner at Results Healthcare, where he
co-led the healthcare practice; Head of
Lifesciences in the UK for BDO, the Lead for
the M&A process in Europe for Quintiles, and
Business Development and Licensing Lead
at Confirmant, Pharmacopeia, Sareum. He
has extensive experience buying and selling
multi-billion dollar deals across Europe and
the US, architecting end to end portfolio
out-sourcing deals, and negotiating multi-
year research partnerships. Currently, Martin
is a Non-Executive Board Director for Open
Orphan Plc and sits on the Board of Trustees
of Orthopaedic Research UK. He holds a BSc
in Genetics and has completed a range of
postgraduate management courses.
20
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Dr Sally Waterman
Senior Independent
Non-Executive Director
Sally has more than 30 years’ experience
as a senior executive and Director in
multiple early-stage biopharmaceutical
companies and service providers with roles
leading R&D, operations and corporate
development. She has developed and
implemented strategies for growth and
been involved in multiple M&A transactions
and IPOs. In her R&D roles, Sally has led
in-house and virtual teams developing
small molecules and biologics for a wide
range of indications. She has worked
closely with numerous contract research
and development organisations spanning
all aspects of drug development from
lead selection to clinical trials. Sally’s
previous roles include R&D Director at
KS Biomedix and Protherics and, more
recently, Chief Operating Officer at Abzena
and Medherant. She is currently a non-
executive director and chair of Magnitude
Biosciences, a specialist CRO which used
the nematode worm C. elegans to rapidly
screen compounds for their impact on
longevity and diseases of ageing, and
a non-executive director of Cumulus
Oncology, an oncology company creator.
John Goold
Non-Executive Director
John qualified as a chartered accountant
in London with Touche Ross in 1996, before
a 25-year career in the City raising growth
capital and advising small- and mid-cap
companies. John initially started out in
corporate finance, before moving into
equity sales and corporate broking where
he spent most of his career. John has helped
to raise over £5bn for his clients, much of
which was while he was Chief Executive of
Zeus Capital for over ten years. John has
recently become Chief Executive Officer of
Kelso Group Holdings plc, which is listed on
the Main Market Standard Segment of the
London Stock Exchange.
21
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Directors’ report
The Directors present
their report and audited
consolidated financial
statements for the financial
period ended 31 August
2023.
Results and dividends
The consolidated statement of
comprehensive income is set out on page
34 and shows revenue from continuing
operations of £1.2M (2022: £2.3M). The profit
for the financial period was £4.1M (2022:
loss of £11.4M). No dividend will be paid in
respect of the financial year (2022: £Nil).
Corporate governance
The Directors comply with the requirements
of the Quoted Companies Alliance (QCA)
Corporate Governance Code to the extent
that they consider it appropriate and having
regard to the Company’s size, Board structure,
stage of development and resources.
The Board considers that all Non-Executive
Directors exercise independent judgement.
At the beginning of the financial period
ended 31 August 2023 the Board consisted
of five Directors, two of which were
considered independent Non-Executive
Directors under the QCA guidelines.
Throughout the financial period ended 31
August 2023 and subsequently the following
changes to the Board took place:
13 January 2023 – John Goold was
appointed as a Director
22 June 2023 - Dr Adam M Hill stepped
down as the Company’s Chief Executive
Officer and ceased to be a Director
22 June 2023 – Ron Kirschner was appointed
as interim Chief Executive Officer and was
appointed as a Director
1 August 2023 – Ron Kirschner ceases to be
a Director and Martin Gouldstone became
the Company’s Chief Executive Officer and
was appointed as a Director
30 September 2023 – Andrew Unitt retired
from the Board and ceased to be a Director
11 October 2023 – Timothy Bunting retired
from the Board and ceased to be a Director
11 October 2023 – Dr Sally Waterman was
appointed as a Director
30 November 2023 – Dr Annalisa Jenkins
retired from the Board and ceased to be
a Director
The Board therefore currently consists of
four Directors, two of which are considered
Independent Non-Executive Directors under
the QCA guidelines.
The roles of Chair and Chief Executive
are held by separate directors with a
clear division of responsibilities between
them. The Chair has primary responsibility
for leading the Board and ensuring its
effectiveness. He sets the Board’s agenda
and ensures that all Directors can make
an effective contribution. The Senior
Independent Non-Executive Director has
the power to add items to the agenda of
full Board meetings. The Chief Executive
has responsibility for all operational matters
and the development and implementation
of Group strategy approved by the Board.
The Company Secretary is responsible for
advising the Board, through the Chair, on all
corporate governance matters.
The Directors are responsible for
formulating, reviewing and approving the
Company’s strategy, budget and major
items of capital expenditure. The Directors
have established the Audit Committee and
the Remuneration Committee with formally
delegated rules and responsibilities.
The Directors have also established ad
hoc committees from time to time, to be
responsible for certain corporate matters,
which are then reported on to the Board
as a whole.
The Board believes that good governance and
a positive culture are crucial to the successful
delivery of the Group’s strategic objectives.
Good standards of behaviour start with the
Board and the Directors are committed to
leading by example. The Directors are also
conscious of achieving a more balanced,
representative and diverse Board.
Ensuring that the Board is as effective
as it can has been a priority, and this will
continue. The Company expects members
of the Board to bring with them appropriate
behaviours and values to enable the Board
to operate in a positive and effective
manner. The Board is conscious of the
need to assess the performance of the
Board, ensuring it is operating effectively
and for the benefit of all stakeholders.
Three of the four current members of the
Board were appointed during the financial
period ended 31 August or thereafter –
prior to their appointment the skills and
experience of each Director were assessed
by the Company to ensure that these were
appropriate and would add value to the
Board. Each newly appointed Director was
also vetted and trained by the Company’s
Nominated Adviser prior to appointment.
The Board
The Board typically meets once every month
or every two months to review and discuss
the operations and financial performance
of the Group. The Board also meets on an
ad hoc basis, sometimes at short notice,
to discuss specific transactions or material
items requiring the attention of the Directors.
Directors can formally attend meetings
either in person or by conference call or
video conferencing. Directors can also make
decisions by considering papers circulated
to them and recording their decision to the
matters contained in such papers.
Audit Committee
The Audit Committee determines and
examines matters relating to the financial
affairs of the Company, including the terms
of engagement of the Company’s auditors
and, in consultation with the auditors,
the scope of the audit. It receives and
reviews reports from management and
the Company’s auditors relating to the
half yearly (if subject to audit) and annual
accounts and the accounting and internal
control systems in use throughout the
Company. The Audit Committee meets at
least once a year. During the financial period
ended 31 August 2023, the Audit Committee
was comprised of Andrew Unitt (Chair) and
Dr Annalisa Jenkins. Upon Andrew Unitt’s
retirement from the Board in September
2023, John Goold was appointed as Chair
of the Audit Committee and the Audit
Committee now consists of John Goold
(Chair) and Dr Sally Waterman.
22
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Remuneration Committee
The Remuneration Committee reviews and
makes recommendations in respect of
the Directors’ remuneration and benefits
packages, including share options, and
the terms of their appointment. The
Remuneration Committee also makes
recommendations to the Board concerning
the allocation of share options to employees.
The Remuneration Committee aims to
meet at least twice a year, though in the
financial period ended 31 August 2023 the
Remuneration Committee only met once,
with some items regarding remuneration
being discussed by the Board as a whole.
During the financial period ended 31 August
2023, the Remuneration Committee was
comprised of Dr Annalisa Jenkins (Chair),
Tim Bunting and Alistair Macdonald. In
October 2023, Dr Sally Waterman joined
the Remuneration Committee as its Chair,
taking over from Dr Annalisa Jenkins, and
the Remuneration Committee now consists
of Dr Sally Waterman (Chair) and Alistair
Macdonald.
Directors’ indemnity provisions
The Company has maintained throughout
the financial period Directors’ and Officers’
liability insurance.
Political donations
The Company has not made any political
donations during the period (FY2022: £Nil).
Going concern
The Group has prepared the 2023 financial
statements on a going concern basis. In
preparing the accounts on a going concern
basis, the Directors have considered a
forecast for the period to 31 March 2025,
which includes the impact of the Group’s
debt obligations, which are described
below (base case scenario). The base case
scenario assumes cash from contracts with
customers for the forecast period being
a mix of contracted amounts, contracts
currently under negotiation, repeat business
from already contracted work and contracts
from as yet unidentified opportunities. The
base case also assumes that the Group
will receive the sum of £1.3M in May 2024,
which is currently held in escrow related
to the disposal of Oncimmune Limited, as
also detailed further below. It is assumed
under the base case scenario that budgeted
operating costs are sufficient to support
the forecast revenue without the need for
material additional cost increases.
In respect of the Group’s funding position,
the Group continues to have a credit facility
with IPF Management SA ("IPF Facility" and
“IPF Partners” respectively). As at 31 August
2023, the outstanding principal value of the
IPF Facility was €6.0M. Interest payments
commenced from September 2023 and
principal repayments begin in June 2024.
Repayments under the IPF Facility have
been profiled such that 40% (or €2.4M)
of the €6.0M facility will be repaid at the
end of the agreement in March 2026. An
arrangement fee of €1.5M has been agreed
which is payable at final maturity of the debt,
with up to 50% (€0.75M) of this fee able to
be offset against any warrants exercised by
IPF Partners. As is customary with a debt
facility such as this, there is a cash covenant
requiring the Group to maintain nine months
of cash. To monitor compliance with the
terms of the IPF Facility, the Directors review
monthly management accounts. The base
case does not result in breaches of the cash
covenant with IPF Partners in the period
under consideration.
As part of its disposal of Oncimmune
Limited to Freenome Holdings, Inc. in May
2023, the Group agreed that the proceeds
of £1.3M be held in escrow for 12 months
as security against contractual obligations.
Such arrangements are common in
disposal transactions of this type.
Although the Directors do not anticipate
any material claims against the escrow
funds and therefore expect the funds to
be released to the Group in May 2024, a
severe but plausible downside case was
also considered. This severe but plausible
downside case modelled lower order intake
than the base case, and the absence of
escrow funds being received. The Directors
are satisfied that, in this unlikely scenario,
the Group has sufficient headroom and
mitigations to continue operating.
Based on the above, the Directors have
a reasonable expectation that the Group
has adequate resources to continue in
operational existence for the foreseeable
future. For these reasons, they continue to
adopt the going concern basis in preparing
the Annual Report and Accounts.
Directors’ meeting attendance 2022/23
Alistair Macdonald
Dr Adam M Hill
Timothy Bunting
Andrew Unitt
Dr Annalisa Jenkins
John Goold
Ron Kirschner
Martin Gouldstone
Board
10/10
7/9*
10/10
8/10
10/10
7/7**
1/1***
0/0****
Audit
Committee
Remuneration
Committee
–
–
–
1/1
1/1
–
–
–
1/1
–
1/1
–
1/1
–
–
–
* Dr Adam M Hill was excluded from a number of meetings due to conflicts of interest.
**
John Goold joined the Board in January 2023.
*** Ron Kirschner was only a Director from 22 June 2023 to 1 August 2023.
**** Martin Gouldstone joined the Board in August 2023 and did not participate in Board meetings as a Director during the
financial year ended 31 August 2023.
23
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements
Directors’ report continued
Risk management
Directors
The Company maintains a register of risks,
which the executive management team
presents to the Directors on a regular
basis. Details of the Group’s financial risk
management objectives and policies, and
exposure to price risk, credit risk, liquidity
risk and foreign exchange risk are set out on
page 18 and in Note 29.
Events after the end of
the reporting period
Details of post balance sheet events can
be found in Note 31 to the consolidated
financial statements.
Future developments
The future developments of the Group can
be found in the Strategic Report.
Research and development
The Group’s research and development
activities are set out in the Strategic Report.
The Directors of the Company who served during the period, and up to the date of approval
of these financial statements unless otherwise stated, were:
Alistair Macdonald
Dr Adam M Hill
Martin Gouldstone
Ron Kirschner
Timothy Bunting
Andrew Unitt
Dr Annalisa Jenkins
John Goold
Dr Sally Waterman
Non-Executive Chairman
(appointed on 7 July 2022)
Chief Executive Officer
(ceased to be a Director on 22 June 2023)
Chief Executive Officer
(appointed on 1 August 2023)
Interim Chief Executive Officer
(appointed on 22 June 2023 and
ceased to be a Director on 1 August 2023)
Non-Executive Director
(ceased to be a Director on 11 October 2023)
Independent Non-Executive Director
(ceased to be a Director on 30 September 2023)
Senior Independent Non-Executive Director
(ceased to be a Director on 30 November 2023)
Independent Non-Executive Director
(appointed on 13 January 2023)
Senior Independent Non-Executive Director
(appointed on 11 October 2023)
Directors’ interests
At 31 August 2023, the Directors and their families had the following interests in the
Company’s Ordinary Shares and options to subscribe for shares:
Alistair Macdonald
Martin Gouldstone
(appointed 1 August 2023)
Dr Adam M Hill
(ceased to be a Director on 22 June 2023)
Timothy Bunting
Andrew Unitt
John Goold
Dr Annalisa Jenkins
31 August 2023
31 August 2022
Shares
Options
Shares
Options
55,555
691,641
–
–
4,856,717
–
1,150,000
–
–
–
–
–
–
–
–
–
691,641
–
65,867 3,490,862
2,956,717
–
–
–
–
–
–
–
Timothy Bunting is a partner of Balderton Capital (UK) LLP, the investment adviser to
Balderton Capital Partners III, LP 2.
24
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Directors’ remuneration report
Oversight of remuneration
Remuneration
The Board, either in its full composition or
through the Remuneration Committee,
oversees the Group’s remuneration
strategy and sets the remuneration of
the Group’s most senior employees,
including its Chief Executive Officer and
the Company’s Senior Leadership Team
(which currently consists of the Group’s
Chief Executive Officer, Finance Director
and Chief Operating Officer).
During the financial year to 31 August 2023
the Company’s Remuneration Committee
was chaired by Dr Annalisa Jenkins. As
was announced on 12 October 2023, Dr
Annalisa Jenkins decided to step down from
the Board by the end of 2023 and Dr Sally
Waterman has taken on the role of Chair of
the Remuneration Committee.
During the financial year to 31 August
2023, one of the principal activities of the
Remuneration Committee was agreeing
the remuneration of the Company’s new
Chief Executive Officer, Martin Gouldstone,
as well as agreeing the terms on which the
Company’s previous Chief Executive Officer,
Dr Adam M Hill, left the Company. These
terms are summarised more fully below.
Remuneration strategy
The Board endeavours to ensure that
remuneration across the Group supports
the Group’s strategy and is designed to
promote the best interests of shareholders.
The Company’s approach to remuneration
is to set it at a level which is comparable
with similar sized companies in its sector,
motivates existing staff, allows the Group
to attract new talent, and is affordable
in line with the Group’s budget. As the
Group employs staff in different locations
around the world, it also ensures that its
remuneration strategy is sufficiently flexible
to allow it to set remuneration at a level
which is appropriate for each location
and meets local legal requirements.
In considering an appropriate level of
remuneration the Company regularly carries
out benchmarking and seeks external
assistance with this when appropriate.
Base salary
The Board, directly or through the
Remuneration Committee, approves
the base salary of the Chief Executive
Officer and other members of the
Senior Leadership Team. The salaries of
other employees are set by the Senior
Leadership Team based on the Company’s
remuneration strategy.
Pension contributions
The Group makes pensions contributions as
required by local laws and regulations in the
jurisdictions in which it has employees. The
Company’s current Chief Executive Officer,
Martin Gouldstone, is employed in the UK
and was therefore automatically enrolled
into the National Employment Savings Trust
(NEST) scheme, with the Company making
a contribution of 4% of base salary. The
Company’s previous Chief Executive Officer,
Dr Adam M Hill, opted out of receiving
pension contributions and his base salary
was adjusted to account for his loss of
pension benefits.
Performance-related bonus
The Group operates two discretionary
bonus schemes: one of which is designed
to directly incentivise its business
development team based on cash received
from customers and a separate scheme,
for all other employees, which takes into
account individual personal performance
as well as the performance of the Group
as a whole. Employees are only awarded
a bonus under one scheme. In respect of
FY2023 the Company did not pay a bonus
to its previous Chief Executive Officer, Dr
Adam M Hill, and did not pay a bonus to
its current Chief Executive Officer, Martin
Gouldstone, as he had only become an
employee of the Company on 1 August
2023. Other employees were awarded
bonuses in accordance with the Group’s
bonus schemes and the discretion of the
Remuneration Committee based on the
Company’s remuneration strategy.
Share options
The Group operates two share option
plans: the Oncimmune Holdings plc 2016
Unapproved & EMI Share Options Plan and
the Oncimmune LLC Stock Option Plan
(specifically for employees resident in the
US). Under each plan, options are awarded
at an exercise price set based on the market
price of the Company’s shares at the time
of issue and the options vest in equal
portions over a period of five years from
grant. The Group uses the award of options
to incentivise and reward its employees as
part of its remuneration strategy. Options
have been awarded to Martin Gouldstone,
the Company’s Chief Executive Officer, as
further described below.
Life assurance
The Company maintains a life assurance
scheme for all of its employees in the
UK, which includes the Company’s Chief
Executive Officer and other members of
the Senior Leadership Team.
Incentivisation scheme
for senior management
As announced by the Company on 11
September 2020, the Company had put
in place an incentivisation scheme for
senior management at that time (the “2020
Incentivisation Scheme”), pursuant to
which options were granted to subscribe
for shares at an exercise price of £0.01.
The options granted under the 2020
Incentivisation Scheme vested based on the
Company’s share price during the course
of the following three years. The first target
under the 2020 Incentivisation Scheme had
been met and therefore 25% of the options
granted under it, being options over 1,125,315
of the Company’s ordinary shares, have
vested, subject to the remaining terms of
the 2020 Incentivisation Scheme. The 2020
Incentivisation Scheme has now expired
and the Board is considering a new incentive
scheme for senior management.
25
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Directors’ remuneration report continued
Directors’ remuneration
for FY2023
The remuneration paid to or receivable
by each person who served as a Director1
during the financial period to 31 August 2023
was as follows:
Directors
Alistair Macdonald
Meinhard Schmidt2
Adam Hill3
Annalisa Jenkins
Andrew Unitt
Timothy Bunting
John Goold4
Martin Gouldstone5
Ron Kirschner6
Total
Salary/fees
£’000
100
–
303
46
41
–
15
20
26
551
Change of Chief Executive Officer
Martin Gouldstone joined the Company as
its new Chief Executive Officer on 1 August
2023. Summary details of Mr Gouldstone’s
remuneration package for FY24 are as
follows:
E Base salary – £240,000 p.a.
E Pension contribution – 4% of base salary,
in line with all UK staff.
E Annual bonus opportunity – 50% of base
salary as on-target bonus.
E Share plan participation – On 7 November
2023, following completion of his
probation period, Mr Gouldstone was
awarded share options over shares worth
£100,000 at the time of issue, being
589,971 share options at an exercise
price of £0.1695 each. These options
were issued under the rules of the
Company’s 2016 Share Option Plan
and will vest equally over a 5 year period
from grant.
26
Bonus8
£’000
Pension
£’000
Benefits
£’000
31 August
2023 Total
£’000
31 August
2022 Total
£’000
–
–
–
–
–
–
–
1
1
2
–
–
–
–
–
–
–
–
–
–
100
–
851
46
41
–
15
21
27
17
83
785
47
46
–
–
–
–
1,101
978
1. The Company’s Chief Executive Officer is the only
Executive Director of the Company.
2. Meinhard Schmidt ceased being a Director on 7 July 2022
and did not serve as a Director in financial year 2023.
3. Dr Adam M Hill ceased being a Director on 22 June 2023.
4. John Goold joined the Board as a Non-Executive
Director on 13 January 2023.
5. Martin Gouldstone, Chief Executive Officer, joined the
Board on 1 August 2023.
6. Ron Kirschner served as Interim Chief Executive Officer
from 22 June 2023 to 1 August 2023.
7. Other payments to Dr Adam M Hill include payment
in lieu of notice and for full and final settlement of any
potential employment related claims.
8. During the financial period, this discretionary bonus
was paid to Dr Adam M Hill in respect of the year ended
31 August 2022. Dr Adam M Hill will not be receiving a
discretionary bonus in respect of the financial year 2023.
Other
£’000
–
–
2987
–
–
–
–
–
–
–
–
250
–
–
–
–
–
–
298
250
In connection with Dr Hill leaving the
Company it has been agreed that Dr Hill
retains his entitlement to vested share
awards held by him when he stepped down
as Chief Executive Officer. This is a total of
474,398 time-vested share options awarded
with exercise prices between £1.195 and
£1.26 and 741,188 performance-vested share
options with an exercise price of £0.01 per
share which were made as part of the 2020
Incentivisation Scheme. All other share
options awarded to Dr Hill have lapsed.
In order to ensure continuity with one of
its global customers, Freenome Holdings,
Inc. (“Freenome”), and incentivise growth
of the relationship, the Company also has a
continuing commercial agreement with
Dr Hill linked to orders secured from
Freenome above its minimum commitment
during the first 12 months of the Company’s
Master Services Agreement with Freenome.
Shareholder engagement regarding
remuneration is also important and
therefore, as a voluntary best practice
matter, shareholders will have the
opportunity to once again vote on this
Directors’ remuneration report at a
general meeting.
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Significant shareholdings
As at 31 August 2023, the Company has
been notified (or is otherwise aware) of
the following interests in 3% or more of
the issued ordinary share capital of the
Company:
Balderton Capital III, LP
Blind Trust (Richard Sharp)
Mr Timothy Brian Bunting * #
Credit Suisse Group
Genostics Company Ltd
Hargreaves Lansdown Asset Management
Chelverton Asset Management
* Board of Directors.
No. of Ordinary Shares
Percentage of share capital
6,813,196
4,891,444
4,856,717
4,579,509
3,295,659
3,137,967
3,007,500
# Timothy Bunting is a Senior Adviser of Balderton Capital (UK) LLP, the investment adviser to Balderton Capital Partners III, LP 2.
9.2%
6.6%
6.6%
6.2%
4.4%
4.2%
4.1%
27
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements The complex nature of the services offered
by the Group, means that the Group has
built close working relationships with a
number of key suppliers which are essential
to ensure that the Group receives the
highest quality products and services.
The Group subjects itself to audits by its
customers and independent standards
bodies, and its Quality Management System
is certified to appropriate ISO standards.
Statement of Directors’ responsibilities under S172(1) Companies Act 2006
Corporate Governance
Meeting shareholder needs
In accordance with Section 172 of the
Companies Act 2006, the Directors
recognise the importance of our wider
stakeholders to the sustainability of our
business. The Directors behave and carry
out their activities to promote the long-term
success of the Group for the benefit of
the Company’s shareholders, employees,
partners, customers, suppliers and other
stakeholders such as regulatory authorities.
The Group engages with stakeholders to
reflect their insights and views when making
decisions on strategy, delivering operational
effectiveness, driving initiatives and
delivering outcomes.
The culture and values promoted by the
Directors create a focus across the Group on
observing and maintaining high standards
of regulatory compliance, quality control
and business conduct whilst promoting the
long- term success of the Company. The
impact of the Group’s operations on the
environment and community and how these
enhance social value are described above.
The Group has built and maintained
relationships with shareholders, advisers
and suppliers. The Directors have taken
steps to develop and strengthen them
through dialogue and engagement. These
relationships are regularly monitored at
Board level.
The Chair of the Board ensures that he
is available to discuss issues with key
shareholders outside of the shareholder
meetings which are held. The Company
complies with its disclosure obligations
as set out in the AIM Rules for Companies,
published by London Stock Exchange, to
ensure that shareholders are updated on key
developments on a timely basis.
For more detail on the corporate
governance of the Group, see Corporate
Governance section in the Directors’ report.
The Company seeks to maintain and
enhance good relations with its shareholders
and analysts. The Group’s Interim and
Annual Reports are supplemented by
regular updates to investors on commercial
progress. Institutional shareholders, private
client brokers, retail investors and analysts
are in contact with the Directors through a
regular programme of briefing presentations
and meetings to discuss issues and give
feedback. The Board also uses and receives
formal feedback through the Company’s
nominated adviser, joint brokers and other
advisers. Investor forums and presentation
seminars and shows provide other channels
of communication to shareholders,
analysts and potential investors. Individual
shareholders are welcome to and regularly
make contact with the Company via email or
telephone.
Managing our responsibilities
to wider stakeholders
The Board recognises its prime
responsibility under UK corporate law is
to promote the success of the Company
for the benefit of its members and other
stakeholders as a whole. The Company
conducts its business in an ethical way
and takes seriously its responsibilities to its
employees, contractors, trading partners,
research and laboratory customers,
suppliers and regulatory authorities.
The Group’s employees are critical to the
delivery of the Group’s strategic plan. The
Directors ensure that the Group complies
with all employment laws in the jurisdictions
in which it has employees, and have
ensured that the Group has implemented
appropriate standards and systems to
monitor and safeguard the welfare of those
employees.
28
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Directors' responsibilities statement
The Directors are responsible for preparing
the Annual Report 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
Group consolidated financial statements in
accordance with UK-adopted international
accounting standards and elected to
prepare the Parent Company's financial
statements under the United Kingdom
Generally Accepted Accounting Practice
(United Kingdom Accounting Standards and
applicable laws including FRS 101 Reduced
Disclosure Framework). 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 and of the profit or loss of the Group
and the Parent Company for that period.
In preparing each of the Group and Parent
Company financial statements, the Directors
are required to:
E select suitable accounting policies and
then apply them consistently;
E make judgements and accounting
estimates in the financial statements that
are reasonable and prudent;
E state whether applicable UK-adopted
international accounting standards
or UK Accounting Standards have
been followed, subject to any material
departures being disclosed and
explained; and
E prepare the financial statements on
the going concern basis, unless it is
inappropriate to presume that the
Group and the Parent Company will
continue in business.
The Directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the Parent
Company’s transactions, and disclose
with reasonable accuracy at any time the
financial position of the Parent Company
and the Group, and enable them to ensure
that the financial statements comply with
the Companies Act 2006. They are also
generally responsible for taking steps as are
reasonably open to them to (i) safeguard
the assets of the Group and (ii) prevent
and detect fraud and other irregularities.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Company's website.
Information published on the website is
accessible in many countries, and legislation
in the UK governing the preparation and
dissemination of financial statements may
differ from legislation in other jurisdictions.
Provision of information
to the auditor
The Directors confirm that:
E so far as each Director is aware, there is
no relevant audit information of which
the Company's auditor is unaware; and
E the Directors have taken all the steps that
they ought to have taken as Directors
in order to make themselves aware of
any relevant audit information and to
establish that the Company auditor is
aware of that information.
Auditor
The auditor, Crowe U.K. LLP, has expressed
willingness to continue in office. In
accordance with section 489(4) of the
Companies Act 2006, a resolution to
appoint Crowe U.K. LLP will be proposed at
a general meeting.
On behalf of the Board
Martin Gouldstone
Director and Chief Executive Officer
28 February 2024
Company registration number: 09818395
(England and Wales)
29
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Independent auditor’s report to the members of Oncimmune Holdings PLC
Opinion
We have audited the financial statements
of Oncimmune Holdings plc (the “Parent
Company”) and its subsidiaries (the “Group”)
for the year ended 31 August 2023, which
comprise:
E the Consolidated statement of
comprehensive income for the year ended
31 August 2023;
E the Consolidated and Parent Company
statements of financial position as at 31
August 2023;
E the Consolidated and Parent Company
statements of changes in equity for the
year then ended;
E the Consolidated statement of cash flows
for the year then ended; and
E the notes to the financial statements,
including significant accounting policies.
The financial reporting framework that has
been applied in the preparation of the Group
financial statements is applicable law and UK
adopted International Accounting Standards.
The financial reporting framework that has
been applied in the preparation of the Parent
Company financial statements is applicable
law and United Kingdom Accounting
Standards, including Financial Reporting
Standard 101 Reduced Disclosures Framework
(United Kingdom Generally Accepted
Accounting Practice).
In our opinion:
E the financial statements give a true and fair
view of the state of the Group’s and of the
Parent Company’s affairs as at
31 August 2023 and of the Group’s loss for
the year then ended;
E the Group financial statements have been
properly prepared in accordance with
UK adopted International Accounting
Standards;
E the Parent Company financial statements
have been properly prepared in
accordance with United Kingdom
Generally Accepted Accounting Practice;
and
E the financial statements 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 Auditor’s responsibilities for the audit of the
financial statements section of our report. We
are independent of the Group in accordance
30
with the ethical requirements that are relevant
to our audit of the financial statements in the
UK, including the FRC’s Ethical Standard as
applied to listed entities, 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.
Conclusions relating to going
concern
In auditing the financial statements, we have
concluded that the director’s use of the going
concern basis of accounting in the preparation
of the financial statements is appropriate. Our
evaluation of the directors’ assessment of
the Group’s and Parent Company’s ability to
continue to adopt the going concern basis of
accounting included:
E Obtaining management’s going concern
assessment and underlying model
E Assessing the period of assessment
used by management when
considering the basis of preparation
for the Group accounts
E Testing the mathematical accuracy
of management’s model and the key
assumptions used by management when
making their going concern assessment
E Reviewing and assessed the funding
structure and availability of finance
E Assessing management’s ability to
forecast accurately
E Holding discussions with Directors and
management on the key assumptions
made in the forecasts and budgets
E Reviewing management’s sensitivity
analysis and scenario planning
E Considering management’s assessment
of industry risks, including supply chain,
inflationary pressures, customer demand
and availability of personnel, and the levers
available to management to mitigate
the risks
E Reviewing disclosures relating to going
concern.
Based on the work we have performed, we
have not identified any material uncertainties
relating to events or conditions that,
individually or collectively, may cast significant
doubt on the Group’s and Parent Company’s
ability to continue as a going concern for a
period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities
of the directors with respect to going concern
are described in the relevant sections of
this report.
Overview of our audit approach
Materiality
In planning and performing our audit we
applied the concept of materiality. An item is
considered material if it could reasonably be
expected to change the economic decisions
of a user of the financial statements. We
used the concept of materiality to both focus
our testing and to evaluate the impact of
misstatements identified.
Based on our professional judgement,
we determined overall materiality for the
Group financial statements as a whole to be
£433,000 (FY22: £530,000), based on a
5% of the Group’s draft loss before tax from
continuing operations (FY22: loss before tax).
We determined overall materiality for the
Parent Company financial statements to be
£160,000 (FY22: £400,000), based on
a 1.33% of the Parent Company’s draft
total assets.
We use a different level of materiality
(‘performance materiality’) to determine
the extent of our testing for the audit of
the financial statements. Performance
materiality for Group financial statements
of £303,000 (FY22: £371,000) and Parent
Company financial statements of £112,000
(FY22: £280,000) are set based on the audit
materiality as adjusted for the judgements
made as to the entity risk and our evaluation
of the specific risk of each audit area having
regard to the internal control environment.
Where considered appropriate performance
materiality may be reduced to a lower level,
such as, for related party transactions and
Directors’ remuneration.
We agreed with the Audit Committee to report
to it all identified errors in excess of £22,000
(FY2022: £26,500). Errors below that threshold
would also be reported to it if, in our opinion as
auditor, disclosure was required on qualitative
grounds.
Overview of the scope of our audit
We performed full scope audit procedures
on the financial information of Oncimmune
Holdings Plc, and Oncimmune Germany
GmbH, specified procedures were performed
over Oncimmune Limited, and risk assessment
analytics were conducted over Oncimmune
Europe GmbH, Oncimmune Americas
LLC and Oncimmune LLC. All work was
completed by the group engagement team
with the exception of the work completed on
Oncimmune Germany GmbH where audit
procedures were completed by a component
engagement team. We planned, directed and
reviewed their work for group audit purposes.
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Key Audit Matters
Key audit matters are those matters that, in
our professional judgement, were of most
significance in our audit of the financial
statements of the current year and include
the most significant assessed risks of material
misstatement (whether or not due to fraud)
that we identified.
These matters included those which had the
greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and
directing the efforts of the engagement team.
These matters were addressed in the context
of our audit of the financial statements as a
whole, and in forming our opinion thereon,
and we do not provide a separate opinion
on these matters.
We set out below, together with the material
uncertainty relating to going concern detailed
above, those mattes we considered to be key
audit matters. This is not a complete list of all
risks identified by our audit.
Key audit matter
How the scope of our audit addressed the key audit matter
Disposal of subsidiaries– discontinued operations
(Group and Parent)
Note 33 Subsidiaries Consolidated and Disposed
The Group disposed of Oncimmune Limited, Oncimmune
Europe GmbH and Oncimmune Americas during the year.
The profit or loss on disposal should only contain costs
relating directly to the disposal itself. The level of judgement
and estimate together with the potential risk of disposal
costs being allocated incorrectly between continuing and
discontinued operations increases the audit risk.
Risk of fraud in revenue recognition / error and/or
judgement (group)
Note 2 Accounting policies and Note 4 Segmental
information
The incentives to misstated revenue may be to achieve
personal performance targets and preserve or enhance
personal reputations.
The Group ecognizes revenue from long term contracts for
the profiling of autoantibodies.
The risk of fraud in revenue recognition has not been
rebutted. Due to the nature of revenue transactions entered
into by the Group we consider the risk of fraud to arise at the
management override level, through the posting of journals.
The group has long term contracts that involves significant
estimates and judgements (specifically in relation to cost to
be incurred) to calculate the revenue recognised in the year.
In responding to key audit matter, we performed the following audit procedures:
E obtained an understanding of the systems and the processes in place
for the recognition of the loss on disposals and assessed whether key
controls had been designed and implemented appropriately;
E checked all sale related agreements and cross-referenced to the
budget by project to confirm the completeness of information supplied;
considered if those meet the definition of discontinued operations;
E assessed and tested the fair value of consideration receivable;
E ensured appropriate assets and liabilities disposed of were
derecognised appropriately;
E checked the Directors’ calculation of the losses on disposals;
E with the use of internal specialists considered the impact of tax on the disposals;
E ensured only direct costs related to disposals were included within the
losses on disposals which is in accordance with the IFRS 5;
E ensured appropriate disclosures were made in the financial statements.
In responding to the key audit matter, we performed the following audit procedures:
E obtained an understanding of the systems and the processes in place
for the recognition of revenue and assessed whether key controls
(order to payment and revenue journals review) had been designed and
implemented appropriately;
E obtained an understanding of the significant revenue arrangements
entered into by the entity during the year and determined whether the
arrangement is appropriately identified as a contract with a customer in
accordance with IFRS 15;
E For German component, we analysed revenue billed against the cash
receipts to prove they are consistent;
E substantively tested a sample of revenue transactions and determined
whether a contract existed with the customer and whether services had
been provided to support the recognition of revenue;
E obtained management’s assessment and corroborative evidence to support
the key estimates and judgements made in the recognition of revenue; and
E considered the open performance obligations in relation to project
revenue by looking at hours recorded against budget, and by checking
that project budgets were appropriate.
E Read long-term revenue contracts including “take or pay” contracts, where
Management applied judgment due to their complexity; confirmed Management
E accounting for minimum commitment revenue is not materially different
from IFRS 15 requirements.
E agreed to documentation prepared to support the journals posted to revenue; and
E reviewed accounts disclosures and considered whether the
requirements of the accounting standards, including the disclosure of
key accounting judgements in relation to revenue recognition have been
complied with.
31
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements
Independent auditor’s report to the members of Oncimmune Holdings plc continued
Other information
The directors are responsible for the other
information contained within the annual
report. The other information comprises the
information included in the annual report,
other than the financial statements and our
auditor’s report 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.
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.
Opinion on other matter prescribed
by the Companies
Act 2006
In our opinion based on the work undertaken
in the course of our audit
E the information given in the strategic report
and the directors’ report for the financial
year for which the financial statements are
prepared is consistent with the financial
statements; and
E the strategic report and the directors’
report have been prepared in accordance
with applicable legal requirements.
Matters on which we are required to
report by exception
In light of the knowledge and understanding
of the group and the parent company and
their environment obtained in the course
of the audit, we have not identified material
misstatements in the strategic report or the
directors’ report.
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:
E adequate accounting records have not
been kept by the parent company, or
returns adequate for our audit have not
been received from branches not visited
by us; or
E the parent company financial statements
are not in agreement with the accounting
records and returns; or
E certain disclosures of directors’
remuneration specified by law are not
made; or
E we have not received all the information
and explanations we require for our audit.
Responsibilities of the directors
for the financial statements
As explained more fully in the directors’
responsibilities statement set out on page
29, 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 is 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
group’s and parent 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 group or the parent company
or to cease operations, or have no realistic
alternative but to do so.
Auditor’s 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 an auditor’s report 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.
Irregularities, including fraud, are instances of
non-compliance with laws and regulations.
We design procedures in line with our
responsibilities, outlined above, to detect
material misstatements in respect of
irregularities, including fraud. The extent to
which our procedures are capable of detecting
irregularities, including fraud is detailed below:
E We obtained an understanding of the legal
and regulatory frameworks within which
the Group operates, focusing on those laws
and regulations that have a direct effect
on the determination of material amounts
and disclosures in the financial statements.
The laws and regulations we considered in
this context were IFRSs, UK Companies Act
2006, AIM Rules, QCA code and taxation
legislation in the UK and Germany being
the principal jurisdictions in which the
Group operates.
E As part of our audit planning process,
we assessed the different areas of the
financial statements, including disclosures,
for the risk of material misstatement. This
included considering the risk of fraud
where direct enquiries were made with
management and those charged with
governance concerning both whether
they had any knowledge of any actual or
suspected fraud and their assessment of
the susceptibility to fraud;
E We considered the risk to be greater in
areas involving significant management
estimation or judgement with particular
attention paid to estimates or judgements
impacting revenue recognition, or
which could impact on management
bonuses and remuneration. Based on this
assessment we designed audit procedures
to focus on these specific areas including
a retrospective review of management
judgements and assumptions related to
significant accounting estimates;
E We tested the appropriateness of journal
entries recorded in the general ledger and
other adjustments made in the preparation
of the financial statements through testing
a sample of material and non-material
journal entries;
E We communicated relevant procedures
to the component auditors to address
the risks of management override, and
compliance with laws and regulations in
our group audit instructions. We reviewed
their reporting on these matters and held
discussions on their conclusions;
32
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 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 an auditor’s report 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.
Nick Jones (Senior Statutory Auditor)
for and on behalf of Crowe U.K. LLP
Statutory Auditor
London
28 February 2024
E We held discussions with management,
the Group’s legal counsel, and other staff
members outside of the finance function
to gain an understanding of areas any
instances of non-compliance with laws and
regulations.
E We made inquiries of individuals involved
in the financial reporting process about
inappropriate or unusual activity relating
to processing of journal entries and other
adjustments;
E We reviewed significant transactions
outside the normal course of business, or
those that appear unusual;
E We obtained a list of related parties from
management, and performed audit
procedures to identify undisclosed related
party transactions;
E We performed a detailed review of financial
statements disclosures to ensure these
were complete, having regard to the
explanations and information received in
the course of the audit; and
E We considered the narrative and
presentation of matters in the front section
of the annual report, including the Group’s
use of Alternative Performance Measures
and the reconciliation of these items to
GAAP measures.
Owing to the inherent limitations of an audit,
there is an unavoidable risk that some material
misstatements of the financial statements
may not be detected, even though the
audit is properly planned and performed in
accordance with the ISAs (UK).
The potential effects of inherent limitations
are particularly significant in the case of
misstatement resulting from fraud because
fraud may involve sophisticated and
carefully organised schemes designed to
conceal it, including deliberate failure to
record transactions, collusion or intentional
misrepresentations being made to us.
A further description of our responsibilities
is available on the Financial Reporting
Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms
part of our auditor’s report.
33
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements
Consolidated statement of comprehensive income
For the year ended 31 August 2023
Continuing operations
Revenue
Cost of sales
Gross profit
Research and development expenses
Administrative expenses
Share-based payment credit/(charge)
Total administrative expenses
Other income
Operating loss
Finance income
Finance costs
Finance costs – net
Loss before income tax from continuing operations
Income tax charge
Loss for the financial year/period from continuing operations
Discontinued operations
Profit/(loss) after tax for the year/period from discontinued operations
Profit/(loss) for the year/period
Other comprehensive income
Items that may be subsequently reclassified to profit or loss, net of tax
Currency translation differences from continuing operations
Currency translation differences from discontinued operations
Notes
4
24
5
6
9
9
10
33
Year to
31 August 2023
£’000
Total
15-month
period to
31 August 2022
(Restated)
£’000
Total
1,152
(360)
792
(1,255)
(4,961)
1,182
(5,034)
318
(3,924)
–
(2,004)
(2,004)
(5,928)
(223)
(6,151)
2,316
(1,119)
1,197
(988)
(4,866)
(1,636)
(7,490)
6
(6,287)
8
(299)
(291)
(6,578)
(261)
(6,839)
10,255
4,104
(4,547)
(11,386)
(158)
–
20
(150)
Total comprehensive income/(loss) for the year/period attributable to equity holders
3,946
(11,516)
Basic and diluted loss per share (pence) on continuing operations
Basic and diluted income/(loss) per share (pence) on discontinued operations
Basic and diluted income/(loss) per share (pence) on continuing & discontinued
operations
11
11
11
(8.47)p
14.13p
(9.91)p
(6.58)p
5.66p
(16.49)p
The activities of the Group for the prior period are re-presented to disclose separately the discontinued operations.
All of the comprehensive income for the year/period stated above is attributable to the shareholders of Oncimmune Holdings plc.
The accompanying notes form an integral part of these consolidated financial statements.
34
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Consolidated statement of financial position
As at 31 August 2023
Assets
Non-current assets
Goodwill
Intangible assets
Property, plant and equipment
Right-of-use assets
Deferred tax asset
Current assets
Inventories
Trade and other receivables
Contract assets
Cash and cash equivalents
Total assets
Equity
Capital and reserves attributable to the equity holders
Share capital
Share premium
Merger reserve
Foreign currency translation reserve
Own shares
Retained earnings
Total equity
Liabilities
Non-current liabilities
Deferred tax
Lease liability
Borrowings
Other liabilities
Current liabilities
Trade and other payables
Contract liabilities
Other statutory liabilities
Lease liability
Borrowings
Total liabilities
Total equity and liabilities
Notes
31 August 2023
£’000
31 August 2022
£’000
12
13
14
15
25
16
17
4
18
23
23
25
22
21
20
19
4
22
21
1,578
483
471
120
219
2,871
235
1,959
162
3,209
5,565
8,436
741
42,683
1,095
(223)
–
(43,639)
657
104
57
4,912
1,284
6,357
894
196
–
74
258
1,422
7,779
8,436
1,578
3,017
788
552
613
6,548
430
1,340
417
1,425
3,612
10,160
695
40,634
31,882
(42)
(1,926)
(75,422)
(4,179)
311
295
3,917
2,000
6,523
1,176
180
34
321
6,105
7,816
14,339
10,160
The accompanying notes form an integral part of these consolidated financial statements. The financial statements were approved by the
Board on 28 February 2024.
Martin Gouldstone
Director and Chief Executive Officer
Company registration number: 09818395 (England and Wales)
35
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Consolidated statement of changes in equity
For the year ended 31 August 2023
Share
capital
£’000
Share
premium
£’000
Merger
reserve
£’000
Foreign
currency
translation
reserve
£’000
Own
shares
£’000
Retained
earnings
£’000
As at 1 June 2021
691
40,497
31,882
88
(1,926)
(66,005)
Total
£’000
5,227
Loss for the period
Other comprehensive income:
Currency translation differences
Total comprehensive expense
Discontinued operations
Transactions with owners:
Options exercised
Warrants issued
Share option charge
As at 31 August 2022
Loss for the year
Other comprehensive income:
Currency translation differences
Total comprehensive income/(expense)
Exchange differences on discontinued
operations
Discontinued operations
Transactions with owners:
Reserves relating to discontinued operations
Shares issued
Share option credit
As at 31 August 2023
–
–
–
–
4
–
–
–
–
–
–
137
–
–
–
–
–
–
–
–
–
–
(130)
(130)
–
–
–
–
–
–
–
–
–
–
–
(6,839)
(6,839)
–
(130)
(6,839)
(6,969)
(4,547)
(4,547)
–
278
1,691
141
278
1,691
695
40,634
31,882
(42)
(1,926)
(75,422)
(4,179)
–
–
–
–
–
–
–
–
–
–
–
–
46
–
2,049
–
–
–
–
–
–
(30,787)
–
–
–
(158)
(158)
(23)
–
–
–
–
741
42,683
1,095
(223)
–
–
–
–
–
(6,151)
(6,151)
–
(158)
(6,151)
(6,309)
–
(23)
10,255
10,255
1,926
28,861
–
–
–
–
–
2,095
(1,182)
(1,182)
(43,639)
657
The accompanying notes form an integral part of these consolidated financial statements.
36
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Consolidated statement of cash flows
For the year ended 31 August 2023
Year to
31 August 2023
£’000
Notes
15-month
period to
31 August 2022
(Restated)
£’000
Total
13, 14, 15
24
9
9, 33
33
Cash flows from operating activities
Income/(loss) before income tax from continuing operations
Income/(loss) before income tax from discontinued operations
Income/(loss) before tax
Adjusted by:
Depreciation and amortisation
Share-based payment (credit)/charge
Interest receivable
Interest expense
Gain on sale of discontinued operations
Gain on lease modification
Changes in working capital:
Decrease/(increase) in inventories
Decrease in trade and other receivables
(Decrease)/increase in trade and other payables
Cash used in operating activities
Interest paid
Interest received
Income tax (paid)/received
Net cash used in operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Proceeds on sale of property, plant and equipment
Purchase of intangible assets
Settlement of liabilities assumed by acquirer on disposal
Net cash on sale of discontinued operations
Net cash generated from/(used in) investing activities
Cash flows from financing activities
Net funds raised through share issues
Loan advances
Loan repayments
Principal elements of lease repayments
Net cash (used in)/generated from financing activities
Net increase/(decrease) in cash and cash equivalents
Movement in cash attributable to foreign exchange
Cash and cash equivalents at the beginning of the year/period
Cash and cash equivalents at the end of the year/period
18
The accompanying notes form an integral part of these consolidated financial statements.
(5,928)
10,255
4,327
981
(1,182)
–
2,954
(12,160)
(47)
158
50
(231)
(5,150)
(1,635)
–
(6)
(6,791)
(31)
39
–
11,700
(125)
11,583
2,095
–
(4,885)
(225)
(3,015)
1,777
7
1,425
3,209
(6,578)
(4,981)
(11,559)
1,643
1,691
(8)
1,562
–
–
(287)
629
363
(6,692)
(597)
8
409
(6,872)
(306)
–
(625)
–
–
(931)
141
2,546
(1,643)
(392)
652
(7,151)
(55)
8,631
1,425
37
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Notes to the consolidated financial statements
1. General information
Oncimmune Holdings plc (the (“Company”) is a limited company incorporated and domiciled in England and Wales. The registered office
of the company is 1 Park Row, Leeds, LS1 5AB. The registered company number is 09818395.
The Group’s principal activity is offering autoantibody biomarker profiling in immuno-oncology, autoimmune and infectious diseases.
The Directors of Oncimmune Holdings plc are responsible for the financial information and contents of the financial information.
2. Accounting policies
The principal accounting policies applied in the preparation of the consolidated financial information are set out below. These policies
have been consistently applied to all periods presented, unless otherwise stated. The financial statements are for the Group consisting
of Oncimmune Holdings plc and its subsidiaries.
Basis of preparation
The Group has prepared its consolidated financial statements in accordance with UK-adopted international accounting standards.
The financial statements have been prepared on a historical cost basis, except certain financial assets and liabilities which are measured
at fair value.
The Company was incorporated on 9 October 2015 and was re-registered as a public limited company on 14 December 2015. On 23 November
2015, a Group reorganisation was completed, by means of a share for share exchange, as a result of which the newly incorporated company,
Oncimmune Holdings plc, became the parent company of the Group.
The companies involved in the above share for share exchange had not previously been presented in the consolidated financial statements
of a single legal entity. However, the underlying business was ultimately controlled and managed by the same parties before and after the
share for share exchange, and that control was not transitory. The transactions outlined above, therefore, met the definition of a common
control transaction in accordance with IFRS 3 Business Combinations.
IFRS does not provide any specific guidance on accounting for common control transactions and IFRS 3 excludes common control
transactions from its scope; therefore, the Directors had selected an accounting policy in accordance with paragraphs 10-12 of IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors. Prior to the disposal of the subsidiaries as discussed in Note 33, the
consolidated financial statements have been prepared as if Oncimmune Limited and its subsidiaries had been held by Oncimmune
Holdings plc from inception, and the results and position of Oncimmune Limited have been reflected in the comparatives.
The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a high degree of
judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed
in Note 3.
The reporting period for this set of financial statements is the 12-month period to 31 August 2023. Generally pharmaceutical companies‘
year ends are 31 December, and so they start January with a new budget. An August year end allows the Group to win contracts in the first
six months of each calendar year and recognise the majority of the revenue. As the preceding period (the period to 31 August 2022) is
three months longer than the current period, the amounts presented in these financial statements are not directly comparable.
The consolidated financial statements are presented in Sterling and have been rounded to the nearest thousand (£’000).
Principles of consolidation and equity accounting
Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the
entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date
that control ceases.
The Group uses the acquisition method of accounting to account for business combinations.
Inter-company transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated.
Accounting policies of subsidiaries have been changed where necessary, to ensure consistency with the policies adopted by the Group.
Where a Group company has acquired an investment in a subsidiary undertaking and applies merger relief, under section 612 of the
Companies Act 2006, the difference between the nominal value and fair value of the shares issued is credited to the merger reserve.
Discontinued operations
Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after
tax from discontinued operations in the consolidated statement of comprehensive income.
Additional disclosures are provided in Note 33. All other notes to the consolidated financial statements include amounts for continuing
operations, unless indicated otherwise.
38
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 2. Accounting policies continued
Going concern
The Group has prepared the 2023 financial statements on a going concern basis. In preparing the accounts on a going concern basis, the
Directors have considered a forecast for the period to 31 March 2025, which includes the impact of the Group’s debt obligations, which are
described below (base case scenario). The base case scenario assumes cash from contracts with customers for the forecast period being
a mix of contracted amounts, contracts currently under negotiation, repeat business from already contracted work and contracts from as
yet unidentified opportunities. The base case also assumes that the Group will receive the sum of £1.3M in May 2024, which is currently held
in escrow related to the disposal of Oncimmune Limited, as also detailed further below. It is assumed under the base case scenario that
budgeted operating costs are sufficient to support the forecast revenue without the need for material additional cost increases.
In respect of the Group’s funding position, the Group continues to have a credit facility with IPF Management SA (“IPF Facility” and “IPF
Partners” respectively). As at 31 August 2023, the outstanding principal value of the IPF Facility was €6.0M. Interest payments commenced
from September 2023 and principal repayments begin in June 2024. Repayments under the IPF Facility have been profiled such that 40%
(or €2.4M) of the €6.0M facility will be repaid at the end of the agreement in March 2026. An arrangement fee of €1.5M has been agreed
which is payable at final maturity of the debt, with up to 50% (€0.75M) of this fee able to be offset against any warrants exercised by IPF
Partners. As is customary with a debt facility such as this, there is a cash covenant requiring the Group to maintain nine months of cash.
To monitor compliance with the terms of the IPF Facility, the Directors review monthly management accounts. The base case does not
result in breaches of the cash covenant with IPF Partners in the period under consideration.
As part of its disposal of Oncimmune Limited to Freenome Holdings, Inc. in May 2023, the Group agreed that the proceeds of £1.3M be held
in escrow for 12 months as security against contractual obligations. Such arrangements are common in disposal transactions of this type.
Although the Directors do not anticipate any material claims against the escrow funds and therefore expect the funds to be released to the
Group in May 2024, a severe but plausible downside case was also considered. This severe but plausible downside case modelled lower
order intake than the base case, and the absence of escrow funds being received. The Directors are satisfied that, in this unlikely scenario,
the Group has sufficient headroom and mitigations to continue operating.
Based on the above, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing the Annual Report
and Accounts.
New Standards and interpretations
The following IFRS or IFRIC interpretations have been considered by the Directors. Their adoption is not expected to, and will not, have any
material impact on the disclosures or on the amounts reported in this financial information:
Standards/interpretations
Application
IAS 8 amendments
IFRS 17
IAS 12 amendments
IAS 1 amendments
Definition of accounting estimates
Insurance Contracts
International Tax Reform-Pillar Two Model Rules
Non-current Liabilities with Covenants
(Classification of Liabilities as Current or Non-current)
1 January 2024
Supplier Finance Arrangements
IAS 7 and IFRS 7 amendments
Supplier Finance Arrangements
IFRS 16 amendments
Lease Liability in a Sale and Leaseback
Revenue
Effective from
1 January 2023
1 January 2023
23 May 2023
1 January 2024
1 January 2024
1 January 2024
IFRS 15 provides a single, principles-based five-step model to be applied to all sales contracts based on the transfer of control of goods and
services to customers.
The amount shown as revenue in the consolidated statement of comprehensive income comprises royalties, the provision and distribution
of medical testing services and equipment and long-term contracts for the profiling of autoantibodies, in the US and other markets,
including the UK.
Revenue is recognised at a point in time or over time, when (or as) the Group satisfies performance obligations by transferring the goods and
services to its customers and excludes intra-Group sales, value added tax and trade discounts. For customer contracts for which there is an
annual minimum guaranteed value, revenue is recognised only to the extent it cannot be reversed in future. The excess or breakage between
the actual work performed and the minimum commitment is only recognised when it is clear it will not be reversed.
Royalty income is recognised at the point in time the tests to which the royalty licences relate are completed by third parties.
39
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Notes to the consolidated financial statements
continued
2. Accounting policies continued
Revenue continued
Amounts receivable in respect of the provision of medical testing services and equipment are recognised at the point in time when the tests
are performed.
The Group has a number of agreements in place with distributors with annual contracted minimum numbers for tests and services.
The transaction price is fixed in the agreements. The consideration due is based on looking at the volume of tests performed to date and the
likelihood of the minimum number being performed over the time of the agreement. Where the minimum tests are not performed by the
distributor minimum revenues contracted are recognised over time.
In the case of fixed price contracts, the customer pays a fixed minimum annually upfront. Where the services rendered by the Group exceed
the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.
The ImmunoINSIGHTSTM operating segment provides an autoantibody profiling service with contracts which include multiple deliverables
noted below. Where a contract includes multiple performance obligations, each contract’s transaction price will be allocated to each
performance obligation based on the working hours completed per the project plan. In order to determine the revenue to recognise on
these long-term contracts in a specific period, management makes certain estimates as to the stage of completion of those contracts.
Management estimates the remaining time and external costs to be incurred in completing the contracts and the customer’s willingness
and ability to pay for the services provided. Where the payment exceeds the performance obligation a contract liability is recognised. If the
services rendered by the Group exceeds the payment, a contract asset is recognised. The performance obligations as set out as milestones
in the contract refer to purchasing materials, completing analysis of samples, transfer of raw data, submission and acceptance of the Quality
report, and delivery of the final report.
Business combinations
Other than when merger accounting is considered appropriate, the acquisition method of accounting is used to account for all business
combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a
subsidiary comprises the:
E fair values of the assets transferred;
E liabilities incurred to the former owners of the acquired business;
E equity interests issued by the Group;
E fair value of any asset or liability resulting from a contingent consideration arrangement; and
E fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions,
measured initially at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred.
The excess of the consideration transferred, amount of any non-controlling interest in the acquired entity, and acquisition-date fair value of
any previous equity interest in the acquired entity, over the fair value of the net identifiable assets acquired is recorded as goodwill. If those
amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognised directly in profit or
loss as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at
the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be
obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently
remeasured to fair value with changes in fair value recognised in profit or loss.
Goodwill
Goodwill on acquisitions of subsidiaries is disclosed as a separate line item in the consolidated statement of financial position and is carried
at cost less accumulated impairment losses. Goodwill represents the excess of the fair value of the consideration over the fair values of the
identifiable net tangible and intangible assets acquired and is allocated to cash-generating units. Gains and losses on the disposal of an
entity include the carrying amount of goodwill relating to the entity sold.
Under IFRS 3 “Business Combinations”, goodwill arising on acquisitions is not subject to amortisation but is subject to annual impairment
testing or more frequently if events or changes in circumstances indicate that it might be impaired. Any impairment is recognised
immediately in the consolidated statement of comprehensive income and is not subsequently reversed. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows from other assets or groups of
assets (cash generating units).
40
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 2. Accounting policies continued
Intangible assets
Research and development
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Development expenditure, where it meets certain criteria (given below), is capitalised and amortised on a straight-line basis, over its useful
life which is currently five years. Asset lives are subject to regular review and an impairment exercise carried out once a year. Where no
internally-generated intangible asset can be recognised, the expenditure is written-off in the period in which it is incurred.
An intangible asset arising from development is recognised if, and only if, the Group can demonstrate the following:
E the technical feasibility of completing the intangible asset so that it will be available for use or sale;
E the intention to complete the intangible asset and use or sell it;
E the ability to sell or use the intangible asset;
E how the intangible asset will generate probable future economic benefits. Among other things, the Group can demonstrate the
existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of
the intangible asset;
E the availability of adequate technical, financial and other resources to complete the development and to sell the intangible asset; and
E the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The Group has reviewed research and development expenditure, to determine whether any of that spend could qualify as development
expenditure which satisfies the requirements for capitalisation set out above. No such expenditure has been capitalised (2022: £Nil).
Other intangible assets
Intangible assets are stated at historic cost, less accumulated amortisation and impairment losses. Amortisation is calculated on a straight-
line basis over the deemed useful life of an asset and is applied to the cost less any residual value. The asset classes are amortised on a
straight-line basis over the following periods:
Internal developments
Technology platform
–
–
Intellectual property rights –
5 years
10 years
5 years
Property, plant and equipment
Property, plant and equipment is stated at historic cost, including expenditure that is directly attributable to the acquired item, less
accumulated depreciation and impairment losses.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable
that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying
amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss in the financial period in which
they are incurred.
Depreciation is calculated on a straight-line basis over the deemed useful life of an asset and is applied to the cost less any residual value.
The asset classes are depreciated on a straight-line basis over the following periods:
Laboratory equipment
Computer equipment
Office equipment
–
–
–
3 – 7 years
3 – 4 years
3 – 7 years
The assets’ residual value and useful lives are reviewed, and adjusted if appropriate to do so, at the end of each reporting period.
The carrying value of the property, plant and equipment is compared to the higher of value in use and the fair value less costs to sell.
If the carrying value exceeds the higher of the value in use and fair value less the costs to sell the asset, then the asset is impaired and its
value reduced by recognising an impairment in profit or loss.
Gain or loss on disposal of an asset is determined by comparing the proceeds with the carrying amount and are recognised within profit
or loss.
41
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements
Financial Statements continued
Notes to the consolidated financial statements
continued
2. Accounting policies continued
Impairment testing of non-financial assets
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows
(cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level.
Those intangible assets not yet available for use and goodwill are tested for impairment at least annually. All other individual assets or
cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not
be recoverable.
An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use based on
an internal discounted cash flow evaluation. All assets are subsequently reassessed for indications that an impairment loss previously
recognised may no longer exist.
Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each
reporting period. The reversal would be limited to the carrying amounts of the non-financial assets had no impairment been recognised.
Inventories
Inventory is carried at the lower of cost or net realisable value after making due allowance for obsolete and slow-moving stock. Net realisable
value is calculated based on the revenue from sale in the normal course of business less any costs to sell.
Trade receivables
Trade receivables are recognised at the amount of consideration that is unconditional, unless they contain significant financing components
when they are recognised at fair value, in accordance with IFRS 15 and subsequently measured at amortised cost using the effective interest
method, less provision for impairment. The balances are subject to the expected credit loss model, and are written off where there is no
expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor
to engage in a repayment plan with the Group, and a failure to make contractual payments for a significant period past the due date.
Impairment losses on trade receivables are presented as net impairment losses within operating loss. Subsequent recoveries of amounts
previously written off are credited against the same line item.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance
for all trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been
grouped based on shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress and have
substantially the same risk characteristics as the trade receivables for the same types of contracts. The Group has therefore concluded that
the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial period which are unpaid.
The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities,
unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently
measured at amortised cost using the effective interest method.
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost.
Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit and loss over the period
of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of
the loan to the extent that it is probable that some or all of the facility will be drawn down.
Borrowings are removed from the consolidated statement of financial position when the obligation specified in the contract is discharged,
cancelled or expired.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least
12 months after the reporting period.
Provisions
Provisions for legal claims and make good obligations are recognised when the Group has a present legal or constructive obligation
as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be
reliably estimated.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation
at the end of the reporting period.
42
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 2. Accounting policies continued
Leased assets
The Group considers whether a contract is, or contains a lease. A lease is defined as ‘a contract, or part of a contract, that conveys the right
to use an asset (the underlying asset) for a period of time in exchange for consideration’.
At lease commencement date, the Group recognised a right-of-use asset and a lease liability on the consolidated statement of financial position.
The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred
by the Group, an estimate of any costs to dismantle and remove the asset, or restore a property, at the end of the lease, lease payments to be
made under reasonably certain extension options and any lease payments made in advance of the lease commencement date (net of any
incentives received).
The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the
useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such
indicators exist.
At the commencement date, Group entities measure lease liabilities at the present value of the lease payments unpaid at that date,
discounted using the interest rate implicit in the lease if that rate is readily available or the entities’ incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), amounts
expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised and
payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It will also be remeasured
to reflect any reassessment or modification, or if there are changes in the in-substance fixed payments.
When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use
asset is already reduced to zero.
The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising
a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis
over the lease term.
Taxation
Income tax on the profit or loss for the period comprises current and deferred tax. The tax expense or credit for the period is the tax payable
on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax
assets and liabilities attributable to temporary differences and to unused tax losses.
Current tax is the expected tax payable on the taxable income for the period, and is calculated on the basis of the tax laws enacted or
substantively enacted at the end of the reporting period for each jurisdiction, and any adjustments to the tax payable in respect of previous
years. In so far as Group companies are entitled to UK tax credits on qualifying research and development expenditure, such amounts are
recognised based on the weighted probability of possible outcomes. Management periodically evaluates positions taken in tax returns, with
respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of
amounts expected to be paid to the tax authorities.
Deferred taxation is provided on all temporary differences between the carrying amount of the assets and liabilities in the financial
statements and the tax base. Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be
available against which the temporary difference can be utilised. Deferred tax assets and liabilities are not discounted. Deferred tax is
determined using the tax rates that have been enacted or substantively enacted by the consolidated statement of financial position date,
and are expected to apply when the deferred tax liability is settled or the deferred tax asset is realised.
Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the
temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when
the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally
enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Tax is recognised in profit or loss, except where it relates to items recognised in other comprehensive income or directly in equity, in which
case the tax is also recognised in other comprehensive income or directly in equity respectively.
43
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Notes to the consolidated financial statements
continued
2. Accounting policies continued
Share-based compensation
The Group operates a number of share schemes under which it makes equity-settled share-based payments to certain employees. The fair
value of employee services received in exchange for the grant of the options is recognised as an expense and a credit to Retained earnings.
The total amount to be expensed is determined by reference to the fair value of the options granted: including any market performance
conditions and any non-vesting conditions but excluding the impact of any service and non-market performance vesting conditions (for
example, profitability targets and remaining an employee of the Group for a specified period).
Non-market conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised
over the vesting period, which is the period over which all of the specified vesting conditions are satisfied. At each consolidated statement of
financial position date, the Group revises its estimates of the number of options that are expected to vest based on the non-market vesting
conditions. It recognised the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
Where the Group is obliged to pay employer’s National Insurance contributions on the difference between the market value of the
underlying shares and their exercise price when the options are exercised, a liability is measured using the value of the Company’s shares at
the consolidated statement of financial position date and charged to the income statement over the vesting period of the share options.
Upon exercise of share options, the proceeds received net of any directly attributable transaction costs up to the nominal value of the
shares issued are allocated to share capital, with any excess being recorded as share premium. The liability for social security costs arising
in relation to the awards is measured at each reporting date based upon the share price at the reporting date and the elapsed portion of the
relevant vesting periods to the extent that it is considered that a liability will arise.
Employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave, and accumulating sick leave that are expected to be
settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect
of employees’ services up to the end of the reporting period, and are measured at the amounts expected to be paid when the liabilities
are settled.
Contributions to the Group’s defined contribution pension scheme and employees’ personal pension plans are charged to the income
statement as employee benefit expenses when they are due. The Group has no further payment obligation once the contributions have
been paid.
Employee benefit trust
Assets, other than shares, held by Oncimmune’s Employee Benefit Trust (EBT) were included in the Group’s consolidated statement of
financial position under the appropriate heading. Shares in the Company held by the EBT are disclosed as a deduction from shareholders’
funds. Reflecting the substance of these arrangements, any amounts which the trustees of the EBT may resolve, pursuant to their
discretionary powers, to pay to any beneficiaries of the EBT are charged to the profit or loss account only when paid, subject to
statutory deductions.
Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker
of the Group, which collectively comprises the Executive Director and CFO. The Executive Director and CFO are responsible for allocating
the resources and assessing the performance of the operating segments.
Exceptional items
Exceptional items are treated as such if the matters are non-recurring, material and fall outside of the operating activities of the Group.
Government grants
Government grants receivable are recognised at their fair value and are recognised when the Group will comply with all attached conditions.
The grants relate to expenditure, and are therefore recognised at the point at which the expenditure is incurred that they are intended to
compensate. Government grants received in advance of expenditure are treated as deferred income.
Financial instruments
The Group’s financial instruments comprise cash and various items, such as trade receivables and trade payables that arise directly from its
operations. Finance payments associated with financial liabilities are dealt with as part of finance expenses.
44
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 2. Accounting policies continued
Financial assets
The Group’s financial assets comprise trade and certain other receivables as well as cash and cash equivalents.
Financial assets are recognised when the Group becomes a party to the contractual provisions of the instrument and are recognised at fair
value, except trade receivables which are initially measured at transaction price, and subsequently measured at amortised cost using the
effective interest method less any provision for expected credit losses, based on the receivable ageing, previous experience with the debtor
and known market intelligence. Any change in their value is recognised in the consolidated statement of comprehensive income. Unless
otherwise indicated, the carrying amounts of the Group’s financial assets are a reasonable approximation of their fair values.
Derecognition of financial assets occurs when the rights to receive cash flows from the investments expire or are transferred and
substantially all of the risks and rewards of ownership have been transferred. An assessment for expected credit losses is undertaken
at least at each consolidated statement of financial position date.
Financial liabilities
The Group’s financial liabilities comprise of trade and other payables, contingent considerations, lease liabilities, and borrowings.
Financial liabilities are initially recognised at the fair value of the consideration received net of issue costs and subsequently measured
at amortised cost using the effective interest method.
All interest-related charges are included in the consolidated statement of comprehensive income line item “finance expense”. Financial
liabilities are derecognised when the obligation to settle the amount is removed. The Group considers a modification substantial based on
qualitative factors and if it results in a difference between the adjusted discounted present value and the original carrying amount of the
financial liability of or greater than ten percent (10%). The difference in the respective carrying amounts is recognised in the consolidated
statement of comprehensive income. Any fees incurred as part of modification are recognised as gain or loss on extinguishment.
On initial recognition, warrants are valued and recorded as a finance expense. Any subsequent pricing adjustment to warrants is not
revalued due to the equity nature of the warrants.
The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature.
Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held on call, together with other short-term highly liquid investments which
are not subject to significant changes in value and have original maturities of less than three months.
Equity
Equity comprises the following:
E Share capital: financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition
of a financial liability. The Group’s Ordinary Shares are classified as equity instruments.
E Share premium: includes any premium received on the sale of shares. Any transaction costs associated with the issuing of shares are
deducted from share premium, net of any income tax benefits.
E Own share reserve: arose on creation of a Joint Share Ownership Plan in 2010.
E Retained earnings: accumulated losses and adjustments in respect of warrants.
E Foreign currency translation reserve: differences arising from translation of investments in overseas subsidiaries. The differences arise
from the translation of foreign operations’ results and financial positions from their respective functional currencies to the Group’s
presentation currency.
E Merger reserve: The merger reserve represents the difference between the parent company’s cost of investment and a subsidiary’s
share capital and share premium. The merger reserve in these accounts has arisen from a Group reconstruction upon the incorporation
and listing of the parent company that was accounted for as a common control transaction.
E The Directors have reconsidered the presentation of Other reserves and in order to simplify the presentation of the Company’s
financial position, have decided to record share-based payments and similar charges within retained earnings rather than within
a separate reserve.
45
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Notes to the consolidated financial statements
continued
2. Accounting policies continued
Foreign currencies
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic
environment in which the entity operates (the ‘functional currency’). The consolidated financial statements are presented in Sterling (£),
which is the Company’s functional and the Group’s presentational currency.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of such transactions, and from the re translation at period-end exchange
rates of monetary assets and liabilities denominated in foreign currencies, are generally recognised in profit or loss.
Foreign exchange gains and losses that relate to cash and borrowings are presented in the consolidated statement of comprehensive
income within ‘finance income or cost’. All other foreign exchange gains and losses are presented in the consolidated statement of
comprehensive income within operating loss.
The results and financial position of foreign operations (none of which has the currency of a hyper inflationary economy) that have a
functional currency different from the presentation currency are translated into the presentation currency as follows:
E assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of
financial position;
E income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange
rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which
case income and expenses are translated at the dates of the transactions); and
E all resulting exchange differences are recognised in other comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign
operation and translated at the closing rate if material.
Earnings per share
The basic earnings per share is calculated by dividing the net profit or loss attributable to equity holders of the Company by the weighted
average number of Ordinary Shares in issue during the period, excluding those held in Treasury.
The diluted earnings per share would be calculated by dividing the net profit attributable to ordinary shareholders by the weighted average
number of shares in issue during the period, adjusted for potentially dilutive shares that are not anti-dilutive. A diluted earnings per share has
not been presented as the Group is loss making.
3. Accounting estimates and judgements
The preparation of financial statements under IFRS requires the Group to make estimates and judgements that affect the application of
policies and reported amounts. Estimates and judgements are based on historical experience and other factors, including expectations of
future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
The estimates and judgements which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities
are discussed below:
Sources of estimation uncertainty
E Revenue stage of completion
Where the contracts include multiple performance obligations, the transaction price is allocated to each performance obligation based on
the working hours completed per the project plan. In order to determine the revenue to recognise on these long-term contracts providing
autoantibody profiling services in a specific period, management makes certain estimates as to the stage of completion of those contracts.
Management estimates the remaining time and external costs to be incurred in completing the contracts and the customer’s willingness and
ability to pay for the services provided. A different assessment of the out-turn on a contract may result in a different revenue for the work.
E Estimated goodwill and financial asset impairment
The determination of the value of any impairment of goodwill and financial assets requires an estimation of the value in use of the
Cash- generating Units (CGUs) to which goodwill has been allocated. The value in use calculation requires an estimate of the future cash
flows expected from these CGUs, including the anticipated growth rate of revenue and costs, as well as resulting operating margin and
requires the determination of a suitable discount rate to calculate the present value of the cash flows. Goodwill is tested for impairment at
least annually (see note 12). An impairment loss is recognised for the amount by which the asset’s or CGUs carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use based
on an internal discounted cash flow evaluation. Goodwill is subsequently reassessed for indications that an impairment loss previously
recognised may no longer exist. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows from other assets or groups of assets (CGUs).
46
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 3. Accounting estimates and judgements continued
Sources of estimation uncertainty continued
E Share-based compensation
The Group has a number of share-based payment arrangements, principally with its employees. These awards are valued at the point
of grant for the purpose of computing the share-based payment charge. The charge is spread over the vesting period. The charge is
reduced for known leavers whose awards will not vest and an estimate of future forfeitures is taken into account following management
review of historical forfeitures. The out turn of these awards may differ from estimates made at the point of preparing these financial
statements and will be incorporated into future accounting periods in line with IFRS 2.
Determining the value of share-based payments to be expensed requires management to estimate of the key variables used in the
selected valuation model. These include:
E Expected life.
E Expected volatility.
E Expected dividend yield.
E Interest rate.
Further details on the assumptions used can be found in Note 24.
Judgements in applying accounting policies
E Revenue recognition: identification of performance obligations
Determining the number of performance obligations in the contractual arrangements with customers sometimes involves significant
judgement. If performance obligations were determined differently, then this could affect both the timing and extent of the revenue
recognised in a financial period.
E Arrangement fees
During the year, the loan arrangements were re-negotiated with IPF Partners. This resulted in the inclusion of an arrangement fee, which
the Directors considered to be part of a substantial modification to debt. Therefore, the Directors have expensed the costs associated
with the re-negotiated facilities in the year.
E Deferred tax asset
The deferred tax asset recognised of £219,000 (2022: £441,000) relates to carried forward tax losses of Oncimmune Germany GmbH.
The subsidiary has historically incurred losses, however, returned a profit in 2021. As a consequence, a deferred tax asset was recognised,
which was reduced in the period by £222,000. The subsidiary has continued to commercialise the autoantibody profiling service and
does not expect losses to incur in the future. The Group has concluded that the balance of deferred tax assets will be recovered based on
the forecast future profits of the subsidiary. The subsidiary is expected to generate taxable income from 2024 onwards. The losses can be
carried forward indefinitely and have no expiry date.
47
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Notes to the consolidated financial statements
continued
4. Segmental information
Management has determined the operating segments based on the reports reviewed by the chief operating decision makers. The business
had two segments until May 2023: EarlyCDT® Lung, which is the production and sale of kits for the early detection of lung cancer via a
blood test, and ImmunoINSIGHTS, an autoantibody profiling service. After the disposal in May 2023 of the EarlyCDT segment only the
ImmunoINSIGHTS segment remains. The segmental information is split on the basis of geographical analysis, however, management
reports only the contents of the consolidated statement of comprehensive income and therefore no additional consolidated statement of
financial position information is provided on a segmental basis in the following tables:
Year ended 31 August 2023
Segment revenue from external customers
Timing of revenue recognition
Over time
Period ended 31 August 2022
Segment revenue from external customers
Timing of revenue recognition
Over time
ImmunoINSIGHTS
Europe
£’000
Rest of World
£’000
80
80
Europe
£’000
562
562
1,072
1,072
ImmunoINSIGHTS
Rest of World
£’000
1,754
1,754
Total
£’000
1,152
1,152
Total
£’000
2,316
2,316
Assets and liabilities related to contracts with customers
The Group has recognised the following assets and liabilities related to contracts with customers:
Current contract assets relating to:
EarlyCDT Lung (Discontinued Operations)
ImmunoINSIGHTS (Continuing Operations)
Total contract assets
Current contract liabilities relating to:
EarlyCDT Lung (Discontinued Operations)
ImmunoINSIGHTS (Continuing Operations)
Total contract liabilities
Revenue recognised in relation to contract liabilities
Revenue recognised that was included in the contract liability balance
at the beginning of the period
EarlyCDT Lung (Discontinued Operations)
ImmunoINSIGHTS (Continuing Operations)
Revenue recognised from performance obligations satisfied in previous periods
31 August 2023
£’000
31 August 2022
£’000
–
162
162
–
196
196
356
61
417
55
125
180
Year ended
31 August 2023
£’000
Period ended
31 August 2022
£’000
12
144
–
138
83
–
48
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023
4. Segmental information continued
Operating segments
Year ended 31 August 2023
Revenue
Cost of sales
Gross profit
Operating loss
Finance costs – net
Loss before tax
Income tax expense
Loss for the financial year
Period ended 31 August 2022
Revenue
Cost of sales
Gross profit
Operating loss
Finance costs – net
Loss before tax
Income tax expense
Loss for the financial period
ImmunoINSIGHTS
£’000
Holdings
£’000
1,152
(360)
792
–
–
–
(1,854)
(2,070)
ImmunoINSIGHTS
£’000
Holdings
£’000
2,316
(1,119)
1,197
(1,208)
–
–
–
(5,079)
Total
£’000
1,152
(360)
792
(3,924)
(2,004)
(5,928)
(223)
(6,151)
Total
£’000
2,316
(1,119)
1,197
(6,287)
(291)
(6,578)
(261)
(6,839)
The cost of sales for ImmunoINSIGHTS represents the cost of production, including materials and staff costs, calculated on the basis
of the proportion of working hours spent on the projects to date.
Operational expenditure for non-revenue generating segments, such as the management expense of the parent company, are reported
under the Holdings segment.
Assets are not reported by business segment.
In the year to 31 August 2023, the Group had three customers (2022: three) who contributed more than 10% of Group revenue. Individually
these customers contributed 60% (2022: 50%) of Group revenue.
49
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Notes to the consolidated financial statements
continued
5. Expenses – analysis by nature
Depreciation of property, plant and equipment and right-of-use assets
Amortisation of intangible assets
Research and development
Share-based payment (credit)/charge
Employee costs (excluding share-based payment charge)
Insurance
Audit and non-audit services:
Fee payable to the Company’s auditor:
Fee for the audit of the parent company and consolidated financial statements
Fee payable for audit of the subsidiary
Fee payable for audit-related assurance services*
Net foreign exchange gains
Other administrative expenses
Total administrative expenses
* Paid to previous auditors.
6. Other income
Coronavirus Job Retention Scheme
Other income
Note
14,15
13
8,24
8
Year ended
31 August 2023
£’000
Period ended
31 August 2022
£’000
173
92
1,255
(1,182)
4,388
246
114
–
–
(126)
74
5,034
82
115
988
1,636
4,013
567
45
45
7
(35)
27
7,490
Year ended
31 August 2023
£’000
Period ended
31 August 2022
£’000
–
318
318
6
–
6
The other income in the year ended 31 August 2023 represents additional amounts receivable under contracts entered into during the year.
7. Remuneration of key management personnel
The Group consider the Directors of Oncimmune Holdings PLC and Frank Matthew Sunderland Hall, who was a director of Oncimmune Ltd
until 19 May 2023 and Ron Kirschner, to be key management personnel.
Year ended
31 August 2023
£’000
Period ended
31 August 2022
£’000
891
219
7
(1,205)
110
22
1,727
220
–
1,635
–
3,582
Salary, fees, bonuses and other short-term emoluments
Social security costs
Pensions
Share-based payment (credit)/charge
Loss of office
Total key management personnel remuneration
Details of Directors’ remuneration are disclosed in the Directors’ report.
50
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 8. Employees
The average number of employees (including Directors) during the periods presented was as follows:
Directors
Laboratory staff
Sales and administration
Year ended
31 August 2023
Period ended
31 August 2022
5
26
7
38
5
22
6
33
The cost of these employees (including Directors) during the periods presented was made up as follows:
Wages and salaries
Social security costs
Pension cost
Share-based payment (credit)/charge
9. Net finance costs
Finance income
Interest receivable
Finance costs
Interest payable on borrowings
Arrangement fee
Warrant expense
Lease interest
Net exchange losses on foreign currency borrowings
Finance costs expensed
Net finance costs
Year ended
31 August 2023
£’000
Period ended
31 August 2022
£’000
4,060
278
50
(1,182)
3,206
3,442
558
13
1,636
5,649
Year ended
31 August 2023
£’000
Period ended
31 August 2022
£’000
–
–
(513)
(1,284)
–
(3)
(204)
(2,004)
(2,004)
8
8
(21)
–
(278)
–
–
(299)
(291)
51
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Notes to the consolidated financial statements
continued
10. Income tax charge
Current tax:
Current tax on loss for the period
Total current tax charge
Deferred income tax
Decrease in deferred tax liabilities
Decrease in deferred tax assets
Total deferred tax charge
Tax charge for the year/period
Factors affecting the overall tax charge:
Year ended
31 August 2023
£’000
Period ended
31 August 2022
£’000
(6)
(6)
5
(222)
(217)
(223)
–
–
63
(324)
(261)
(261)
The tax assessed on the loss for the year/period is different to the standard rate of corporation tax in the UK. The differences are explained
below:
Loss before income tax
Loss for the period multiplied by the standard rate of corporation tax 19% (2022: 19%)
Expenses not deductible for tax purposes
Losses carried forward
Deferred tax movement
Year ended
31 August 2023
£’000
Period ended
31 August 2022
£’000
(5,928)
(11,559)
(1,126)
980
140
(217)
(223)
(2,197)
1,702
495
(261)
(261)
The Group has estimated unrelieved UK tax losses, with no expiry date, of £15.4M (2022: £32.1M) and unrelieved overseas tax losses, with
no expiry date, of £28.9M (2022: £85.8M). A deferred tax asset has not been recognised in respect of these losses due to the uncertainty of
timing of future taxable profits.
The Group has not recognised a deferred tax asset arising on share-based payments given the uncertainty over the future realisation of the
asset and as the entity is loss making, it does not expect to recover the position sufficiently to make use of the deferred tax asset.
52
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 11. Loss per share
Basic earnings per share is calculated by dividing the loss attributable to the owners of Oncimmune Holdings plc by the weighted average
number of Ordinary Shares in issue during the periods. Diluted earnings per share has not been separately presented as the entity is loss making.
Earnings
Loss for the purposes of basic loss per share - continuing operations (£’000)
Profit/(loss) for the purposes of basic loss per share – discontinued operations (£’000)
Profit/(loss) for the purposes of basic loss per share - total (£’000)
(6,151)
10,255
4,104
(6,839)
(4,547)
(11,386)
Number of shares
Weighted average number of shares for calculating basic earnings per share
72,574,896
69,032,780
Year ended
31 August 2023
Period ended
31 August 2022
Gain/(loss) per share
Basic earnings/(loss) per share – continuing operations
Basic earnings/(loss) per share – discontinued operations
Basic earnings/(loss) per share - total
(8.47)p
14.13p
5.66p
12. Goodwill
Cost
At 1 September 2022
Additions
Foreign exchange movement
At 31 August 2023
Impairment
At 1 September 2022
Impairment
Foreign exchange movement
At 31 August 2023
Net book values
At 31 August 2023
At 31 August 2022
(9.91)p
(6.58)p
(16.49)p
£’000
1,578
–
–
1,578
–
–
–
–
1,578
1,578
Goodwill of £1.58M was recognised on the acquisition of Oncimmune Germany GmbH, being the excess of the purchase consideration over the
fair value of net assets acquired and represents key customer relationships, employee knowledge and skills and the acceleration of bringing the
technology to our platform rather than building in-house.
Goodwill arising on business combinations is not amortised but is reviewed for impairment on an annual basis, or more frequently if there are
indications that goodwill may be impaired. Goodwill acquired in a business combination is allocated, at acquisition, to cash generating units (CGUs)
that are expected to benefit from that business combination.
The carrying amount of goodwill relates to Oncimmune Germany GmbH’s trading activities. This has been tested for impairment during the
current year by comparison with the recoverable amounts of the CGU. Recoverable amounts for the CGU are based on the higher of value in use
and fair value less costs to sell.
The recoverable amount of the CGU has been determined using value in use calculations. These calculations use post-tax cash flow projections
based on financial budgets approved by management covering a five-year period. These cash flows are discounted using a post-tax discount
rate of 17% (2022: 17%), calculated by reference to period end data on equity values and interest, dividend and tax rates. Changes in income and
expenditure are based on past experience and expectations of the future changes in the market. The Directors have considered the sensitivity of
the key assumptions, including the discount rate and long-term growth rate of 1% (2022: 1%), and have concluded that any possible changes they
may be reasonably contemplated in these key assumptions would not result in the value falling below the carrying value of goodwill, given the
amount of headroom available.
53
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Notes to the consolidated financial statements
continued
13. Intangible assets
Cost
At 1 September 2022
Additions
Disposed assets relating to discontinued operations
At 31 August 2023
Accumulated amortisation
At 1 September 2022
Charge for the year
Disposed assets relating to discontinued operations
At 31 August 2023
Net book values
At 31 August 2023
At 31 August 2022
Intellectual
Property Rights
£’000
Internal
Developments
£’000
Technology
Platform
£’000
3,250
–
(3,250)
–
832
468
(1,300)
–
–
2,418
849
–
(849)
–
825
24
(849)
–
–
24
920
–
–
920
345
92
–
437
483
575
Total
£’000
5,019
–
(4,099)
920
2,002
584
(2,149)
437
483
3,017
The remaining amortisation period for the Technology Platform is 5.25 years. Amortisation is included within Administrative expenses in
profit or loss.
14. Property, plant and equipment
Cost
At 1 September 2022
Additions
Disposals
Disposed assets relating to discontinued operations
Foreign exchange movement
At 31 August 2023
Accumulated depreciation
At 1 September 2022
Charge for the year
Disposals
Disposed assets relating to discontinued operations
Foreign exchange movement
At 31 August 2023
Net book values
At 31 August 2023
At 31 August 2022
54
Laboratory
Equipment
£’000
Computer
Equipment
£’000
Office
Equipment
£’000
1,498
29
(171)
(852)
(3)
501
760
163
(132)
(759)
(1)
31
470
738
111
2
–
(111)
–
2
68
16
–
(83)
–
1
1
43
55
–
–
(55)
–
–
48
4
–
(52)
–
–
–
7
Total
£’000
1,664
31
(171)
(1,018)
(3)
503
876
183
(132)
(894)
(1)
32
471
788
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 15. Right-of-use assets
Cost
At 1 September 2022
Additions
Disposed assets relating to discontinued operations
Lease modification
Foreign exchange movement
At 31 August 2023
Accumulated depreciation
At 1 September 2022
Charge for the year
Disposed assets relating to discontinued operations
Lease modification
Foreign exchange movement
At 31 August 2023
Net book values
At 31 August 2023
At 31 August 2022
16. Inventories
Materials (at cost)
Office
Equipment
£’000
Land and
Buildings
£’000
97
18
(115)
–
–
–
64
17
(81)
–
–
–
–
33
1,262
–
(906)
8
3
367
743
197
(700)
6
1
247
120
519
Total
£’000
1,359
18
(1,021)
8
3
367
807
214
(781)
6
1
247
120
552
31 August 2023
£’000
31 August 2022
£’000
235
430
No provision was made for inventory at the year-end (2022: £Nil). During the year, no inventory was written off due to obsolescence (2022:
£nil). Inventories expensed through cost of sales during the period were £68,000 (2022: £508,000).
17. Trade and other receivables
Trade receivables
Other debtors
Prepayments
Current tax asset
31 August 2023
£’000
31 August 2022
£’000
321
1,439
199
–
1,959
891
49
83
317
1,340
Trade receivables represents amounts arising from contracts with customers. At 31 August 2023 trade receivables were stated net of credit
loss provisions of £Nil (2022: £119,000). The remaining balances were considered recoverable on normal trade terms. Due to the short-term
nature of these assets there is no material difference between their fair value and their carrying value. The maximum credit risk exposure at
the reporting date equated to the carrying value of trade receivables as stated net of provisions. Standard payment terms are 30 days net.
Other debtors includes £1.3M which is the proceeds from the sale of discontinued operations that are held in escrow as at 31 August 2023
and which is due to be received in May 2024. See Note 33 for further details of the disposal.
55
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Notes to the consolidated financial statements
continued
18. Cash and cash equivalents
Cash balances at the end of the period were as follows:
Cash at bank
19. Trade and other payables
Trade payables
Other creditors
Accruals
20. Other liabilities
Contingent consideration – non-current
Accruals
31 August 2023
£’000
31 August 2022
£’000
3,209
1,425
31 August 2023
£’000
31 August 2022
£’000
172
84
638
894
446
77
653
1,176
31 August 2023
£’000
31 August 2022
£’000
–
1,284
1,284
2,000
–
2,000
Contingent consideration related to amounts due under the contract with Genostics Company Limited for the IP rights to the EarlyCDT
Lung product in the Peoples Republic of China and Hong Kong. The contingent consideration was disposed of together with the assets and
liabilities of the discontinued operations in 2023. Refer to Note 33 for further details.
21. Borrowings
Loan payable – current
Loan payable – non-current
31 August 2023
£’000
31 August 2022
£’000
258
4,912
5,170
6,105
3,917
10,022
The Group retains a credit facility with IPF Management SA (“IPF Facility” and “IPF Partners”, respectively). At 31 August 2023, the outstanding
principal value of the IPF Facility was €6.0M. Interest payments commenced from September 2023 and principal repayments begin in June
2024.
Repayments under the IPF Facility have been profiled such that 40% (or €2.4M) of the €6.0M facility will be repaid at the end of the
agreement in March 2026. An arrangement fee of €1.5M has been agreed which is payable at final maturity of the debt, with up to 50%
(€0.75M) of this fee able to be offset against any warrants already issued to IPF Partners. In accordance with IFRS 9, the arrangement fee
has been fully expensed in the year to 31 August 2023.
As is customary with a debt facility such as this, there is a cash covenant requiring the Group to maintain nine months of cash which is tested
each calendar quarter. To monitor compliance with the terms of the IPF Facility, the Board prepares and reviews monthly management
accounts. The IPF Facility includes a fixed and floating charge over the assets of Oncimmune Holdings plc. The fair value of the loan is not
materially different to the carrying value, as the interest payable is close to the current market rate of 12.15%.
56
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 22. Leases
Amounts recognised in the consolidated statement of financial position
Right-of-use assets
Details of the Right-of-use assets held at year end can be found in Note 15. The land and building additions relate to leased properties that do
not meet the definition of investment property.
Lease liabilities
Current
Non-current
Future minimum lease payments are as follows:
Not later than one year
Later than one year and not later than five years
Later than five years
Total gross payments
Impact of finance expenses
Carrying amount of liability
31 August 2023
£’000
31 August 2022
£’000
74
57
131
74
58
–
132
(1)
131
321
295
616
324
294
–
618
(2)
616
Lease liabilities have been recognised on the incremental borrowing rate for Land and Buildings and Office Equipment.
Amounts recognised in the consolidated statement of comprehensive income
Depreciation charge
Interest on lease liabilities
Rental payments with lease term less than 12 months
Amounts recognised in the consolidated statement of cash flows
Principal elements of lease payments
Rental payments with lease term less than 12 months
Year ended
31 August 2023
£’000
Period ended
31 August 2022
£’000
(77)
(3)
(127)
(207)
(93)
(12)
(135)
(240)
Year ended
31 August 2023
£’000
Period ended
31 August 2022
£’000
(225)
(127)
(352)
(392)
(146)
(538)
57
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Notes to the consolidated financial statements
continued
23. Share capital and Share premium
Group and Company
Allotted, and fully paid:
Ordinary Shares of £0.01 each
Movements during the year were as follows:
At 1 September 2022
Issue of new shares
At 31 August 2023
31 August 2023
31 August 2022
Shares
£
Shares
£
74,142,147
741,421
69,475,480
694,755
Number of shares
(thousands)
Share capital
£’000
Share premium
£’000
69,475
4,667
74,142
695
46
741
40,634
2,049
42,683
Total
£’000
41,329
2,095
43,424
Ordinary Shares have a par value of £0.01. They entitle the holder to participate in dividends, and to share in the proceeds of the winding up
of the Company in proportion to the number of shares held. Each share is entitled to one vote in any circumstance. There were no issued
Ordinary Shares in Own shares.
In December 2022, the Company completed an equity fundraise, raising gross proceeds of £2.1M at a share price of £0.45 to provide the
Group with additional near-term working capital.
24. Share-based payments
The Group has granted options to certain Directors and employees in respect of Ordinary Shares. The Group has the following share options
schemes in place:
The 2005 share option scheme
The 2005 share option scheme has the following principal terms:
E the scheme is limited to eligible persons, being employees, officers Scientific Advisory Board (SAB) members and consultants
of the Group;
E the scheme provides for options to be granted to eligible persons to subscribe for Ordinary Shares of 0.01p each in the capital
of Oncimmune Holdings PLC;
E the scheme was limited to options over 14,500 Ordinary Shares in Oncimmune Limited (now 725,000 options over Ordinary Shares
of Oncimmune Holdings PLC), all of which have been granted and options may be issued under the Enterprise Management Incentive
(EMI) rules or as unapproved options;
E no option may be exercised later than the tenth anniversary of the date of grant, extended to 20 years for certain option holders;
E each option issued under the scheme had a vesting period commencing for employees, officers and consultants on the first anniversary
of the date of the grant and expiring on the fourth anniversary of the date of grant and for SAB members commencing on the second
anniversary and expiring on the fourth anniversary of the date of grant;
E options issued under the scheme are non-transferable;
E vested options must be exercised (i) within 24 months of an option holder’s death; (ii) within 3 months of an option holder ceasing to
hold office for reasons of disability, redundancy or retirement (unless otherwise agreed by the Directors); and (iii) within six months of
an option holder’s resignation (if an employee, officer or consultant of the Group) and within 24 months of an option holder’s resignation
(if an SAB member), or in each case the options shall lapse;
E If an option holder shall leave the Operating Group for any reason, options granted to that option holder shall only be exercisable in the
Directors’ discretion;
E on ‘takeover’ of Oncimmune Holdings plc where a general offer is made to acquire the whole of the issued share capital of Oncimmune
Holdings PLC (or any class of share capital of Oncimmune Holdings PLC), the acquiring company may make a ‘rollover’ offer to the
option holders, which the option holders shall be deemed to accept, such that their options shall rollover into options in the acquiring
company upon the same terms; and
E Oncimmune Holdings PLC may at any time add to or vary the scheme rules provided that this does not affect the liabilities of any
option holder.
58
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 24. Share-based payments continued
The 2007 share option scheme
The 2007 share option scheme is on the same principal terms as the 2005 Share Option Scheme save that:
E the scheme was limited to an additional 25,029 (increased to 68,056 options over Ordinary Shares in Oncimmune Limited and which
rolled over 3,402,800 options over Ordinary Shares), of which 23,511 options over Ordinary Shares in Oncimmune Limited (rolled over
into 1,175,550 options over Ordinary Shares of Oncimmune Holdings PLC) have been granted;
E the vesting period for all options issued under the scheme commenced on the first anniversary of the date of grant and expired on the
third anniversary of the date of grant; and
E vested options must be exercised (i) within 12 months of an option holders death; (ii) within three months of an option holder ceasing
to hold office for reasons of disability, redundancy or retirement (unless otherwise agreed by the Directors) and (iii) on or before an
option holders resignation, or in each case the options shall lapse.
In November 2015, the two existing option schemes were rolled over into the 2016 Oncimmune Holdings PLC Scheme on the terms set out
above. Set out below are summaries of options granted under the plans:
Outstanding as at 1 September 2022 (2022: 1 June 2021)
Granted
Lapsed
Exercised
Outstanding as at 31 August 2023 (2022: 31 August 2022)
* Weighted average exercise price.
WAEP*
31 August 2023
Number
WAEP*
31 August 2022
Number
0.47
0.50
0.01
n/a
0.56
8,834,736
185,000
(2,926,386)
–
6,093,350
0.46
0.58
0.49
1.10
0.47
9,147,330
1,017,818
(1,203,131)
(127,281)
8,834,736
Share options outstanding at the period end have the following expiry dates and exercise prices:
Grant date
8 November 2016
30 November 2016
31 March 2017
21 April 2017
16 May 2017
25 October 2017
22 April 2018
25 July 2018
24 September 2018
24 January 2019
24 April 2019
1 July 2019
24 October 2019
29 November 2019
30 April 2020
5 June 2020
10 September 2020
11 November 2020
8 June 2021
21 December 2021
12 July 2022
3 November 2022
Total
Weighted average remaining contractual life of
outstanding options
Expiry date
Exercise price
Share options
31 August 2023
Share options
31 August 2022
7 November 2026
£0.01 – £1.08
2,013,795
2,144,735
29 November 2026
30 March 2027
20 April 2027
15 May 2027
24 October 2027
21 April 2028
24 July 2028
23 September 2028
23 January 2029
£1.185
£1.19
£1.31
£1.475
£1.215
£1.26
£1.225
£1.285
£1.09
23 April 2019
£1.08 – £1.26
30 June 2029
23 October 2029
28 November 2029
29 April 2030
4 June 2030
9 September 2030
10 November 2020
7 June 2031
20 December 2031
£1.09
£0.02
£0.51
£0.76
£1.195
£0.01
£1.675
£2.10
£1.68
11 July 2032
£0.01 – £0.78
3 November 2032
£0.50
48,565
20,000
30,534
13,339
320,000
409,922
47,883
6,225
96,330
44,929
27,890
7,500
–
230,263
231,971
1,794,696
–
69,867
–
619,641
60,000
48,565
20,000
30,534
13,339
320,000
433,669
47,883
6,225
96,330
44,929
27,890
7,500
29,649
322,368
297,187
4,018,257
–
117,562
135,109
673,005
–
6,093,350
8,834,736
7.1 years
8.2 years
59
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Notes to the consolidated financial statements
continued
24. Share-based payments continued
The assessed fair value of all options granted by the Company was determined using the Black-Scholes model except those granted on 10
September 2020 which used the Monte Carlo valuation model. The assumptions inherent in the use of the Black-Scholes model for options
granted during the year ended 31 August 2023 are shown below:
164,345 share options: Grant date
Expected volatility
Expected dividend yield
Risk free rate
Discount factor
Fair value of options granted in the year
135,109 share options: Grant date
Expected volatility
Expected dividend yield
Risk free rate
Discount factor
Fair value of options granted in the year
226,112 share options: Grant date
Expected volatility
Expected dividend yield
Risk free rate
Discount factor
Fair value of options granted in the year
185,000 share options: Grant date
Expected volatility
Expected dividend yield
Risk free rate
Discount factor
Fair value of options granted in the year
8 June 2021
15.0%
0%
0.01%
10%
£77,000
21 December 2021
50%
0%
0.01%
10%
£67,000
12 July 2022
15.0%
0%
0.01%
10%
£21,000
3 November 2022
72%
0%
0.01%
10%
£48,230
E The option life is assumed to be at the end of the allowed period of exercise.
E Historical staff turnover is taken into account when determining the proportion of granted options that are likely to vest by the end of the
year.
E Following the application of the vesting probability assumptions, there are no further vesting conditions other than remaining in
employment with the Company during the vesting period.
E No variables change during the life of the option (e.g. dividend yield).
E Volatility has been estimated after reviewing the history of the Company’s share price.
The options are subject to the rules of 2016 Share Option plan (an amalgamation of the Company’s 2005 and 2007 Share option plans).
60
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 24. Share-based payments continued
On 10 September 2020 the company put in place a new incentivisation scheme for senior management and options to subscribe for an
aggregate of up to 4,510,509 Ordinary Shares of £0.01 each were granted to the then Chairman, CEO, CFO and Company Secretary. The
options granted have an exercise price of £0.01 and will vest based on the Company’s share price during the course of the following three
years, between £2.00 and £3.50 per share as set out below. The minimum number of options to vest is over 1,125,315 Ordinary Shares and
the maximum number of options to vest is over 4,510,509 Ordinary Shares. Once vested, options must be held for a further two years,
subject to certain exceptions and acceleration events. The Target share prices and vesting are as follows:
£2.00
25%
£2.50
50%
Target Share Price
£2.75
Vesting
62.5%
£3.00
75%
£3.50
100%
The assumptions inherent in the use of the Monte Carlo model for options grant 12 July 2022 included:
E Stock Price – £0.77 at 12 July 2022.
E Exercise Price – £0.01.
E Vesting schedule – as per the performance conditions above.
E Expiry date – 10 September 2030.
E Volatility – 50% as at 12 July 2022.
E Risk free rate – 0.12%.
E Dividend yield – 0%.
On 12 July 2022 Alistair Macdonald was granted 492,252 share options under this scheme and the same terms as those issued to previous
Chairman Meinhard Schmidt.
Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transaction recognised during the year/period as part of employee benefit expense were
as follows:
Total (credit)/charge arising from share-based payment transactions
The credit in the year is due to options being forefeited on the departure of senior staff.
The Group has warrants outstanding as follows, over the £0.01 Ordinary Shares:
Year ended
31 August 2023
£’000
Period ended
31 August 2022
£’000
(1,182)
(1,182)
1,636
1,636
Outstanding at 1 September 2022:
Geoffrey Hamilton-Fairley
Harbert European Growth Fund
Zeus Capital Investment Ltd
IPF Investco II Sarl
IPF Investco II Sarl
IPF Investco II Sarl
Outstanding at 31 August 2023
Grant date
Number
Subscription
price
November 2015
May 2016
May 2016
September 2019
October 2020
December 2021
762,500
282,515
1,041,314
2,036,015
434,435
383,994
4,940,773
£0.01
£0.66368
£1.30
£0.45
£0.45
£0.45
61
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Notes to the consolidated financial statements
continued
24. Share-based payments continued
The assessed fair value of all warrants granted by the Company were determined using the Black-Scholes model. The assumptions inherent
in the use of the Black-Scholes model for warrants granted during the period to 31 August 2022 and for the year ended 31 August 2023 are
shown below:
October 2020
50.0%
0%
0.01%
10%
£363,000
December 2021
50.0%
0%
0.01%
10%
£278,000
31 August 2023
£’000
31 August 2022
£’000
613
(222)
29
(201)
219
311
–
(6)
(201)
104
937
(324)
–
–
613
374
–
(63)
–
311
434,435 warrants: Grant date
Expected volatility
Expected dividend yield
Risk free rate
Discount factor
Fair value of warrants granted in the year
383,994 warrants: Grant date
Expected volatility
Expected dividend yield
Risk free rate
Discount factor
Fair value of warrants granted in the year
E The warrant life is seven years.
E All warrants are fully vested on issue.
E No variables used in calculating the fair values are assumed to change during the life of the warrant.
E Volatility has been estimated after reviewing the history of the Company’s share price.
25. Deferred tax
Deferred tax assets
As at 1 September 2022 (2022: 1 June 2021)
Charge to income statement
Foreign exchange movement
Deferred tax relating to discontinued operations
As at 31 August 2023 (2022: 31 August 2022)
Deferred tax liabilities
As at 1 September 2022 (2022: 1 June 2021)
Foreign exchange movement
Credit to income statement
Deferred tax relating to discontinued operations
As at 31 August 2023 (2022: 31 August 2022)
62
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 26.Related party transactions
In the current and prior period, other than remuneration paid to Directors and key management personnel, there were no related party
transactions.
27. Categories of financial instruments
Note
31 August 2023
£’000
31 August 2022
£’000
Current financial assets
At amortised cost – Trade and other receivables
At amortised cost – Cash and cash equivalents
Total financial assets
Non-financial assets
Total assets
Current financial liabilities
At amortised cost – Trade and other payables
At amortised cost – Lease liabilities
At amortised cost – Borrowings
Total current financial liabilities
Non-financial current liabilities
Total current liabilities
Non-current financial liabilities
At amortised cost – Other liabilities
At amortised cost – Borrowings
At amortised cost – Lease liabilities
Total non-current Financial liabilities
Non-financial liabilities
Total non-current liabilities
17
18
19
22
21
20
21
22
1,959
3,209
5,168
3,268
8,436
894
74
258
1,226
196
1,422
1,284
4,912
57
6,253
104
6,357
939
1,425
2,364
7,796
10,160
1,176
321
994
2,491
214
2,705
2,000
9,028
295
11,323
311
11,634
63
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Notes to the consolidated financial statements
continued
28. Cash flow information
Movements in net debt for each of the periods presented were as follows:
Net debt reconciliation
Cash and cash equivalents
Borrowings – non-current liability (fixed interest rates)
Borrowings – current liability (fixed interest rates)
Lease liability – non-current liability
Lease liability – current liability
Net debt
Net debt as at 1 June 2021
Cash flows
Foreign exchange adjustments
Other changes
Net debt as at 31 August 2022
Cash flows
Arising on disposal
Foreign exchange adjustments
Other changes
Net debt as at 31 August 2023
Liabilities from financing activities
Borrowings
£’000
Leases
£’000
(8,487)
(903)
(42)
(590)
(10,022)
4,885
–
(204)
171
(5,170)
(981)
392
–
(27)
(616)
225
251
–
9
(131)
Subtotal
£’000
(9,468)
(511)
(42)
(617)
(10,638)
5,110
251
(204)
180
(5,301)
31 August 2023
£’000
31 August 2022
£’000
3,209
(4,912)
(258)
(57)
(74)
(2,092)
Cash and cash
equivalents
£’000
8,631
(7,151)
(55)
–
1,425
1,777
–
7
–
1,425
(9,028)
(994)
(295)
(321)
(9,213)
Total
£’000
(837)
(7,662)
(97)
(617)
(9,213)
6,887
251
(197)
180
3,209
(2,092)
Other changes include non-cash movements, including accrued interest expense which will be presented as operating cash flows in the
consolidated statement of cash flows when paid.
Non-cash activities
Non-cash investing and financing activity disclosed in other notes are:
E Acquisition of right-of-use assets – Note 15.
64
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 29. Financial risk management
The Group’s activities expose it to a variety of financial risks: market risk (foreign exchange rate risk, interest rate risk and price risk), credit risk
and liquidity risk.
Market risk – Foreign exchange risk
The Group has exposure to market risk – foreign exchange risk arising from future commercial transactions and recognised financial assets
and liabilities not denominated in Sterling. In the years to 31 August 2023 and the period to 31 August 2022 over 90% of the Group’s income
by destination was into the North American and European markets and denominated in US dollars and Euros respectively. The Group’s
income stream is exposed to fluctuations in the US Dollar exchange rate and the Euro exchange rate against Sterling.
In addition, borrowings are denominated in Euros, and the Group therefore is exposed to foreign exchange risk on the interest, which is at a
fixed rate and also the repayments.
These risks are managed via cash flow forecasting and sensitivity analysis. The risk management is predominantly controlled by policies
approved by the Board of directors. Market risks are identified and evaluated in close co-operation with the Group’s operations. The Board
provides written principles for overall risk management as well as policies covering specific areas. These are reviewed monthly from the
information contained with the Board packs and discussions at the Board meetings.
The Group’s exposure to foreign currency risk at the end or the reporting period, expressed in GBP was as follows:
Trade receivables
Trade payables
Bank loans
31 August 2023
31 August 2022
USD
£’000
–
(2)
–
EUR
£’000
348
(135)
(5,170)
USD
£’000
(6)
(5)
–
EUR
£’000
623
(304)
(10,023)
The aggregate net foreign exchange gains/(losses) recognised in profit or loss were:
Exchange losses on foreign currency borrowing included in net finance costs
Net foreign exchange gains included in administrative expenses
Total net foreign exchange (losses)/gains recognised in loss before tax
Sensitivity
Year ended
31 August 2023
£’000
Period ended
31 August 2022
£’000
(204)
126
(78)
–
35
35
As noted above, the Group is primarily exposed to changes in EUR/GBP exchange rate. The sensitivity of profit or loss to changes in the
exchange rates arises mainly from EUR denominated borrowings. A 10% shift in the rate would be expected to have an impact of +/-£100k on
loss before tax.
Market risk – Interest rate risk
Borrowings are denominated in Euros and the Group interest is at a fixed rate, and therefore the Directors consider no risk arises in respect
of future cash flows.
Market risk – Price risk
The Group is not exposed to either commodity or equity securities price risk.
65
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Notes to the consolidated financial statements
continued
29. Financial risk management continued
Credit risk
Credit risk arises from cash, trade receivables, and contract assets that have been accrued where minimum amounts are due contractually,
and the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Group. In order to recognise this
risk, the Group endeavours only to deal with banks with a minimum rating of ‘A’. The credit value of a customer is assessed, taking into
account its financial position, past experience and other factors. The compliance with credit limits by customers is regularly monitored by
line management, and the aggregate financial exposure continuously monitored. The maximum exposure to credit risk is the value of the
outstanding amount of trade receivables, cash and cash equivalents and contract assets. Management have considered the concentration
of risk within trade or other receivables and have provided prudently.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected credit loss allowance
for all trade receivables and contract assets.
To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics
and the days past due. The contract assets relate to unbilled minimum revenue due and have substantially the same risk characteristics
as the trade receivables for the same types of contracts. The Group has therefore concluded that the expected loss rates for the trade
receivables are a reasonable approximation of the loss rates for the contract assets.
Current
30-60 days
past due
60-120 days
past due
Over 120 days
past due
31 August 2023
Gross carrying amount – trade receivables
Gross carrying amount – contract assets
Loss allowance
31 August 2022
Gross carrying amount – trade receivables
Gross carrying amount – contract assets
Loss allowance
321
162
–
683
417
–
–
–
–
1
–
–
–
–
–
4
–
–
–
–
–
203
–
119
The loss allowances for trade receivables and contract assets as at 31 August reconcile to the opening loss allowances as follows:
Contract assets
Trade receivables
Opening loss allowance at 1 September 2022 (2022: 1 June 2021)
Increase in loss allowance recognised in profit or loss in period
Allowance relating to discontinued operations
Closing loss allowance at 31 August 2023 (2022: 31 August 2022)
–
–
–
–
–
–
–
–
2023
£’000
2022
£’000
2023
£’000
119
–
(119)
–
Total
321
162
–
891
417
119
2022
£’000
25
94
–
119
Trade receivables and contract assets are written off where there is no reasonable expectation of recovery. Indicators that there is no
reasonable expectation of recovery include, amongst others, a failure to engage in a repayment plan, and from discussions with the
customer as payment of the debt.
66
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 29. Financial risk management continued
Liquidity risk
Prudent liquidity risk management implies management maintaining sufficient cash and the availability of funding through committed
credit facilities to meet obligations when due. At the year end, the Group had net debt of £2.1M (2022: £9.2M). The Group has a credit facility
with IPF Management SA. The total loan is repayable over a four-year term, interest-only for the first 12 months, with principal repayments
commencing thereafter. The loan can be repaid early. The facility includes a financial covenant obligation which requires the Group to be
able to demonstrate that it holds a minimum amount of cash equal to the next nine months of operating cash flow, including the amounts
required to service the credit facility. In order to monitor compliance with this financial covenant, the Board prepares monthly financial
accounts including a calculation of covenant compliance for the following 12 months.
Trade and other payables are monitored as part of normal management routine.
2023
Trade payables, statutory liabilities, and accruals
Contract liabilities
Lease liabilities
Other liabilities
Borrowings
2022
Trade payables, statutory liabilities, and accruals
Contract liabilities
Lease liabilities
Other liabilities
Borrowings
Capital risk management
The Group’s capital management objectives are:
Less than
six months
£’000
Within six to
12 months
£’000
One to
two years
£’000
Two to
five years
£’000
894
196
28
–
–
1,118
–
–
29
–
258
287
–
–
74
–
1,552
1,626
–
–
–
1,284
3,360
4,644
Less than
six months
£’000
Within six to
12 months
£’000
One to
two years
£’000
Two to
five years
£’000
1,210
180
160
2,000
3,926
7,476
–
–
161
–
2,438
2,599
–
–
295
–
1,894
2,189
–
–
–
–
1,764
1,764
E to ensure the Group’s ability to continue as a going concern; and
E to provide an adequate return to shareholders by pricing products and services commensurate with the level of risk.
The Group monitors capital on the basis of the carrying amount of equity plus cash and cash equivalents as presented on the face of the
consolidated statement of financial position.
Total equity
Cash and cash equivalents
Capital/(Capital deficiency)
Total financing
Contingent consideration
Borrowings
Lease liabilities
Overall financing
31 August 2023
£’000
31 August 2022
£’000
657
3,209
3,866
–
5,170
131
5,301
(4,179)
1,425
(2,754)
2,000
10,022
616
12,638
Capital to overall financing ratio
72.93%
(21.79)%
67
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Notes to the consolidated financial statements
continued
29. Financial risk management continued
Capital risk management continued
The Board acknowledges the negative capital to overall financial ratio as at 31 August 2022 which then normalised as at 31 August 2023,
as a result of the Group’s business strategies.
30. Commitments
The Group has no capital commitments at the year end (2022: £Nil).
31. Events after the end of the reporting period
There were no material events to report after the balance sheet date.
32. Ultimate controlling party
There is no ultimate controlling party of the Company.
33. Subsidiaries consolidated and disposed
The subsidiaries controlled at 31 August 2023 and included in the consolidated financial statements are detailed below. No subsidiary
undertakings have been excluded from the consolidation.
Company
Oncimmune Germany GmbH
Otto-Hahn-Str 15,
44227 Dortmund Germany
Oncimmune LLC
251 Little Falls Drive
Wilmington, DE 19808, USA
Place of business/
Country of incorporation
Class of share
capital held
Direct %
Indirect %
Principal activities
Germany
Ordinary
100
– Autoantibody profiling service
Holding
United States of America
Ordinary
–
100
Business development and
marketing services
In May 2023, the Group reached an agreement on the terms of a proposed sale of its 100% equity interest in its wholly-owned subsidiaries,
Oncimmune Limited and Oncimmune Europe GmbH (jointly “the discontinued operations”). The transaction received Board approval on
18 May 2023, and the disposal was completed on 19 May 2023.
Oncimmune Limited and Oncimmune Europe GmbH were sold to Freenome Holdings, Inc. (“Freenome”) for £1.3M which is being held in
escrow for twelve (12) months in the event of any claim by Freenome against the customary warranties and indemnity given to Freenome in
the sale and purchase agreement. The £1.3M escrow receivable is included within trade and other receivables in the consolidated statement
of financial position.
The loss on disposal of the discontinued operations comprises the following:
Gross proceeds
Less: Costs of disposal
Less: Net liabilities of the discontinued operations at the date of disposal
Foreign currency translation
Net gain on disposal of the discontinued operations
£’000
1,300
(235)
11,072
23
12,160
68
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 33. Subsidiaries consolidated and disposed continued
The overall loss incurred by the Group from discontinued operations from 1 September 2022 to 19 May 2023 and from 1 June 2021 to
31 August 2022 is broken down as follows:
Period to
19 May 2023
£’000
Period to
31 August 2022
£’000
Revenue
Cost of sales
Gross Profit
Total administrative expenses
Other income
Operating loss
Finance costs
Loss before income tax
Income tax credit
Gain on disposal of discontinued operations (as above)
Gain/(Loss) after tax for the period from discontinued operations
The net liabilities of the discontinued operations as of 19 May 2023 were as follows:
Intangible assets
Property, plant and equipment
Right-of-use assets
Deferred tax asset
Inventories
Trade and other receivables
Contract assets
Cash and cash equivalents (Bank overdraft)
Other liabilities
Deferred tax liabilities
Trade and other payables
Intercompany payables
Lease liabilities
Contract liabilities
Net liabilities of the discontinued operations
954
(248)
706
(1,669)
8
(955)
(950)
(1,905)
–
12,160
10,255
1,472
(843)
629
(4,754)
407
(3,718)
(1,263)
(4,981)
434
–
(4,547)
19 May 2023
£’000
1,950
124
240
201
37
666
220
(110)
(2,000)
(201)
(174)
(11,700)
(251)
(74)
(11,072)
69
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Notes to the consolidated financial statements
continued
33. Subsidiaries consolidated and disposed continued
The cash flows of the discontinued operations from 1 September 2022 to the disposal date, and the period from 1 June 2021 to 31 August
2022 were as follows:
Net cash outflow from operating activities
Net cash outflow from investing activities
Net cash (outflow)/inflow from financing activities
Net cash flows from discontinued operations
Period to
19 May 2023
£’000
Period to
31 August 2022
£’000
(286)
–
(702)
(988)
(2,894)
(113)
580
(2,427)
70
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Company statement of financial position
As at 31 August 2023
Fixed assets
Property, plant and equipment
Investments
Current assets
Debtors
Cash and cash equivalents
Creditors: amounts falling due within one year
Net current assets
Total assets less current liabilities
Creditors: amounts falling due after more than one year
Total assets less total liabilities
Capital and reserves
Called up share capital
Share premium account
Merger reserve
Profit and loss reserve
Shareholders’ funds
Notes
31 August 2023
£’000
31 August 2022
£’000
3
4
5
6
9
7
2
2,380
2,382
6,963
2,819
9,781
(753)
9,029
–
2,561
2,561
15,199
59
15,258
(743)
14,515
11,411
17,076
(6,196)
5,215
–
17,076
741
42,683
1,095
(39,304)
5,215
695
40,634
1,095
(25,348)
17,076
In accordance with the exemptions permitted by section 408 of the Companies Act 2006, the profit and loss account of the parent
company has not been presented. The parent company loss for the year ended 31 August 2023 was £ 12,774,000 (2022: £4,805,000).
The accompanying notes form an integral part of the company financial statements.
The parent company financial statements were approved by the Board on 28 February 2024.
Martin Gouldstone
Director and Chief Executive Officer
Oncimmune Holdings plc, Registered no. 09818395
71
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Company statement of changes in equity
For the year ended 31 August 2023
As at 1 June 2021
Loss for the period
Total comprehensive expense
Transactions with owners:
Options exercised in year
Share option charge
Warrants issued
As at 31 August 2022
Loss for the year
Total comprehensive expense
Transactions with owners:
Shares issued in year
Share option charge
As at 31 August 2023
Share
capital
£’000
Share
premium
£’000
Merger
reserve
£’000
Retained
earnings
£’000
691
40,497
1,095
(22,512)
Total
£’000
19,771
–
–
4
–
–
–
–
137
–
–
–
–
–
–
–
(4,805)
(4,805)
(4,805)
(4,805)
–
1,691
278
141
1,691
278
695
40,634
1,095
(25,348)
17,076
–
–
46
–
741
–
–
2,049
–
–
–
–
–
(12,774)
(12,774)
(12,774)
(12,774)
–
(1,182)
2,095
(1,182)
5,215
42,683
1,095
(39,304)
The accompanying notes form an integral part of the company financial statements.
72
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Notes to the Company financial statements
1. Accounting policies
The principal accounting policies applied in the preparation of the Company’s financial statements are set out below.
Statement of compliance
The separate financial statements of the Company are presented in accordance with Financial Reporting Standard 101 – ‘The Reduced
Disclosure Framework’ and the Companies Act 2006. They have been prepared under the historical cost convention, modified in respect
of the revaluation of certain financial assets and liabilities at fair value.
Disclosure exemptions adopted
In preparing these financial statements, the Company has taken advantage of all disclosure exemptions available under FRS 101. Therefore
these financial statements do not include:
E The requirements of IFRS 7 Financial Instruments: Disclosures, as equivalent disclosures are included in the consolidated financial
statements of the Group in which the entity is consolidated.
E The requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:
– paragraph 73 of IAS 16 Property, Plant and Equipment; and
– paragraph 118 of IAS 38 Intangible Assets.
E The requirements of paragraphs 10(d) and 111 (statement of cash flows), 134 to 136 (managing capital), and 16 (statement of compliance
with IFRS) of IAS 1 Presentation of Financial Statements.
E The requirements of IAS 7 Statement of Cash Flows and related notes.
E The requirements of paragraph 17 of IAS 24 Related Party Disclosures.
E The requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members
of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
E The requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairment of Assets, provided that
equivalent disclosures are included in the consolidated financial statements of the Group in which the entity is consolidated.
E The requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share Based Payments, provided that equivalent disclosures are included
in the consolidated financial statements of the Group in which the entity is consolidated.
E The effects of future accounting standards not adopted.
The preparation of financial statements in accordance with FRS101 requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a high degree of
judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed
in Note 2.
The financial statements of the Company have been prepared on a going concern basis and under the historical cost convention.
The financial statements are presented in Sterling and have been rounded to the nearest thousand (£’000).
Further details on the going concern basis can be found in Note 2 of the consolidated financial statements.
Investments
Investments in subsidiaries are valued at cost less impairment.
Impairment testing of non-current assets
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows
(Cash-generating Units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level.
All other individual assets or Cash-generating Units are tested for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable
amount. To determine the recoverable amount, management estimates expected future cash flows from each cash-generating unit and
determines a suitable discount rate in order to calculate the present value of those cash flows. In the process of measuring expected future
cash flows management makes assumptions about future operating results. These assumptions relate to future events and circumstances.
In most cases, determining the applicable discount rate involves estimating the appropriate adjustment to market risk and the appropriate
adjustment to asset-specific risk factors.
73
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Notes to the Company financial statements
continued
1. Accounting policies continued
Taxation
Income tax on the profit or loss for the period comprises current and deferred tax.
Current tax is the expected tax payable on the taxable income for the period, using current rates, and any adjustments to the tax payable
in respect of previous years. In so far as Group companies are entitled to UK tax credits on qualifying research and development expenditure,
such amounts are recognised based on the weighted probability of possible outcomes.
Deferred taxation is provided on all temporary differences between the carrying amount of the assets and liabilities in the financial
statements and the tax base. Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be
available against which the temporary difference can be utilised. Deferred tax assets and liabilities are not discounted. Deferred tax is
determined using the tax rates that have been enacted or substantially enacted by the statement of financial position date, and are expected
to apply when the deferred tax liability is settled or the deferred tax asset is realised.
Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the
temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Tax is recognised in the statement of comprehensive income, except where it relates to items recognised directly in equity, in which case
it is recognised in equity.
Share-based compensation
Equity-settled share-based payments are recognised as an expense in profit or loss, based on the fair value of the option at the date of grant.
Such costs are spread over the vesting period, adjusted for the best available estimate of the number of share options expected to vest,
with a corresponding credit to equity, net of deferred tax where applicable. Such adjustments are only made in respect of non-market
performance vesting conditions. No adjustment is made to the expense recognised in prior periods if fewer share options ultimately are
exercised than originally estimated. Vesting conditions relate to continuing employment.
Financial instruments
Financial instruments are assigned to their different categories by management on initial recognition, depending on the contractual
arrangements.
Financial assets
The Company’s financial assets comprise trade and certain other receivables, as well as cash and cash equivalents.
Financial assets are recognised when the Company becomes a party to the contractual provisions of the instrument, and are recognised
at fair value and subsequently measured at amortised cost using the effective interest method less any provision for impairment, based on
the receivable ageing, previous experience with the debtor and known market intelligence. Any change in their value is recognised in the
statement of comprehensive income.
Derecognition of financial assets occurs when the rights to receive cash flows from the investments expire or are transferred and
substantially all of the risks and rewards of ownership have been transferred. An assessment for impairment is undertaken at least at each
statement of financial position date, whether or not there is objective evidence that a financial asset or a group of financial assets is impaired.
Financial liabilities
The Company’s financial liabilities comprise contingent consideration and trade and other payables.
Financial liabilities are initially recognised at the fair value of the consideration received net of issue costs. After initial recognition contingent,
considerations are measured at amortised cost using the effective interest method. All interest-related charges are included in the statement
of comprehensive income line item “finance expense”. Financial liabilities are derecognised when the obligation to settle the amount is
removed. The contingent consideration and the contingent liability are measured on the fair value of the shares that are contingent.
Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held on call, together with other short-term highly liquid investments which
are not subject to significant changes in value and have original maturities of less than three months.
74
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 1. Accounting policies continued
Equity
Equity comprises the following:
E Share capital: the nominal value of equity shares.
E Share premium: includes any premium received on the sale of shares. Any transaction costs associated with the issuing of shares are
deducted from share premium, net of any income tax benefits.
E Own share reserve: arose from creation of a Joint Share Ownership Plan in 2010.
E Merger reserve: this recognises the excess over par value of the shares issued as part of the share-for share exchange with the previous
shareholders of Oncimmune Limited.
E Retained earnings: accumulated losses and adjustments in respect of warrants.
The company has applied S612 merger relief by treating the cost of investment arising from the reorganisation as equal to the nominal value
of shares issued (thus disregarding any premium arising).
2. Accounting estimates and judgements
The preparation of financial statements under FRS101 requires the Company to make estimates and judgements that affect the application
of policies and reported amounts. Estimates and judgements are based on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
The key estimate and judgements which have a significant risk of causing a material adjustment to the carrying amount of assets and
liabilities is discussed below:
E Share-based compensation
Determining the value of share-based payments to be expensed requires management to make estimations of the key variables used
in the selected valuation model. These include:
E Expected life.
E Expected volatility.
E Expected dividend yield.
E Interest rate.
Further details on the assumptions used can be found in Note 24 of the consolidated financial statements.
E Impairment
As at 31 August 2022, the Company had a gross amount due from its subsidiary Oncimmune Limited totalling £22,580,153. This amount
was repayable on demand and did not incur interest. On 19 May 2023, the Company disposed of its interest in Oncimmune Limited.
Refer to Note 33 of the Notes to the Consolidated Financial Statements for further details.
Loss allowance as at 1 September 2022
Write-off
Loss allowance as at 31 August 2023
Credit-impaired
financial assets
(lifetime expected
credit losses)
£’000
12,167
(12,167)
–
75
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Notes to the Company financial statements
continued
2. Accounting estimates and judgements continued
Gross carrying amount as at 1 September 2022
Write-off
Gross carrying amount as at 31 August 2023
3. Investments
At 1 September 2022
Additional capital contribution
Disposals
At 31 August 2023
Credit-impaired
financial assets
(lifetime expected
credit losses)
£’000
27,322
(22,197)
5,125
Investments in
subsidiary
£’000
2,561
4
(185)
2,380
Details of subsidiary undertakings as at 31 August 2023 are as follows:
Company
Country of incorporation
Class of share
capital held
Direct %
Indirect %
Principal activity
Holding
Oncimmune Germany GmbH
Otto-Hahn-Str 15,
44227 Dortmund, Germany
Oncimmune LLC
251 Little Falls Drive
Wilmington, DE 19808
Germany
Ordinary
100
–
Autoantibody profiling service
United States of America
Ordinary
–
100
Business development and
marketing services
On 19 May 2023, the Company sold its 100% equity interest in its wholly-owned subsidiaries, Oncimmune Limited (including its subsidiary
Oncimmune Americas LLC) and Oncimmune Europe GmbH (the “Disposed Subsidiaries”). Refer to Note 33 of the Notes to the Consolidated
financial statements for further details.
4. Trade and other receivables
Loan to subsidiary undertakings
Other amounts receivable from subsidiary undertakings
Other debtors
31 August 2023
£’000
31 August 2022
£’000
5,125
235
1,603
6,963
15,155
–
44
15,199
In respect of the loan to subsidiary undertakings as at 31 August 2023, the loan is unsecured, interest bearing and repayable on demand.
76
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023
5. Cash and cash equivalents
Cash at bank
6. Trade and other payables
Creditors: amounts falling due within one year
Trade payables
Amounts owed to Group undertakings
Borrowings
Other creditors
Accruals
31 August 2023
£’000
31 August 2022
£’000
2,819
59
31 August 2023
£’000
31 August 2022
£’000
35
–
258
60
400
753
110
475
–
31
127
743
The amounts owed to Group undertakings as at 31 August 2023 relate to expenses incurred for Oncimmune Holdings PLC by Oncimmune
Americas LLC, which has since been written off. There were no specific terms relating to this loan.
Details of Borrowings can be found in Note 21 of the Consolidated Financial Statements and Note 9.
7. Share capital
Allotted, and fully paid:
Ordinary Shares of £0.01 each
31 August 2023
31 August 2022
Shares
£
Shares
£
74,142,147
741,421
69,475,480
694,755
Detail of the movements in the year, and rights attached to the Ordinary Shares can be found in Note 23 of the Consolidated Financial
Statements.
8. Employee remuneration
Salary, fees, bonuses and other short-term emoluments
Social security costs
Pension costs
Share-based payment (credit)/charge
31 August 2023
£’000
31 August 2022
£’000
1,903
225
11
(1,182)
957
1,727
220
–
1,635
3,582
The average number of employees during the year was 8 (2022: 8) including 6 Directors (2022: 6) and 2 senior managers (2022: 2).
77
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023Strategic Report Governance Financial Statements Financial Statements continued
Notes to the Company financial statements
continued
9. Creditors: amounts falling due after more than one year
Borrowings
Arrangement fee
Year ended
31 August 2023
£’000
Period ended
31 August 2022
£’000
4,912
1,284
6,196
–
–
–
10. Events after the reporting period
Details of events after the reporting period can be found in Note 31 of the Consolidated financial statements.
11. Ultimate controlling party
There is no ultimate controlling party of the Company.
78
Oncimmune Holdings PLC – Annual Report and Financial Statements 2023 Company information
Company registration number
09818395
Registered office
1 Park Row
Leeds LS1 5AB
Website
www.oncimmune.com
Directors
Alistair Macdonald – Non-Executive Chairman
Martin Gouldstone – Chief Executive Officer
Dr Sally Waterman – Non-Executive Director
John Goold – Non-Executive Director
Company Secretary
Ron Kirschner
Nominated adviser
Singer Capital Markets
One Bartholomew Lane
London EC2N 2AX
Brokers
Singer Capital Markets
One Bartholomew Lane
London EC2N 2AX
Zeus
125 Old Broad Street
London EC2N 1AR
Registrars
Link Group
10th floor, Central Square
29 Wellington Street
Leeds LS1 4DL
Auditor
Crowe U.K. LLP
Chartered Accountants, Statutory Auditor
55 Ludgate Hill
London EC4M 7JW
Design and Production
www.carrkamasa.co.uk
www.oncimmune.com