Annual Report and Accounts
for the year ended 31 December 2021
Verici Dx plc
Annual report and financial statements
31 December 2021
for the year
ended
Contents
1
2
4
7
10
17
21
24
27
32
33
34
35
36
37
39
41
63
Company Information
Chairman’s statement
Chief Executive Officer’s report
Board of Directors
Strategic report
Directors' report
Corporate governance statement
Report of the remuneration committee
Report of the audit of the financial statements
Consolidated statement of profit or loss and other comprehensive income
Consolidated statement of financial position
Company statement of financial position
Consolidated statement of cash flows
Company statement of cash flows
Consolidated statement of changes in equity
Company statement of changes in equity
Notes forming part of the consolidated financial statements
Notice of Annual General Meeting
Verici Dx plc
Company information
for the year ended 31 December 2021
Directors
Julian Baines, MBE (Non-Executive Chairman)
Sara Barrington (Chief Executive Officer)
Sir Ian Carruthers, OBE (Senior Independent Non-Executive Director)
Dr Erik Lium (Non-Executive Director)
James McCullough (Non-Executive Director)
Dr Lorenzo Gallon (Non-Executive Director)
Company Secretary
Salim Hamir
Registered Office
Avon House
19 Stanwell Road
Penarth
Cardiff, CF64 2EZ
Company Number
Registered in England and Wales Number 12567827
Nominated Adviser
and Broker
Legal Adviser to the Company
Auditors
Registrar
Registrar
Financial PR
Singer Advisory
1 Bartholomew Lane
London, EC2N 2AX
BDB Pitmans LLP
One Bartholomew Close
London, EC1A 7BL
Crowe U.K. LLP
55 Ludgate Hill
London EC4M 7JW
Link Group
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Link Group
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Walbrook PR Limited
75 King William Street
London, EC4N 7BE
Website
www.VericiDx.com
1
Verici Dx plc
Chairman’s statement
for the year ended 31 December 2021
I am pleased to report on the twelve months ended 31 December 2021 for Verici Dx plc, representing the first full
year of the Company being listed on AIM.
2021 was a year of significant progress against the strategy set out at IPO in November 2020, as we look to
commercialise our platform of innovative kidney transplant tests. Along with our two lead products, Clarava™ and
Tuteva™, we are also developing a third related product, Protega™, resulting from a January 2021 expansion of our
licence agreement with Mount Sinai. Our full platform of tests will allow us to offer end-to-end testing for kidney
transplant patients and their clinicians, enabling us to improve outcomes for patients and also establish a strong
competitive advantage.
Our three products are:
• Clarava™, a pre-transplant prognosis test for the risk of early acute rejection;
• Tuteva™, a post-transplant test focused upon acute cellular rejection; and
• Protega™, a liquid biopsy that aims to predict the risk of fibrosis and long-term graft failure.
There is an urgent clinical need in the kidney transplantation market. Globally, there are c. 300,000 people waiting
for kidney transplants, with approximately c.100,000 transplants currently performed each year, of which c.24,000
are performed in the US and 25,000 in Europe.
During 2021, we completed all of our expected milestones either on time or ahead of schedule. We obtained a CLIA
Certification of Registration from the Centers for Medicare & Medicaid Services (CMS) for our US clinical laboratory
in Franklin, Tennessee, ahead of schedule, a significant commercial step at it allows Verici to initiate operations as
a diagnostic laboratory. We were also granted, ahead of schedule, CPT® Proprietary Laboratory Analyses
codes for Clarava™ and Tuteva™ from the American Medical Association, which support the commercial use and
tracking of these products within the US healthcare system. Critically, we completed the testing requirements of our
multi-centre validation study for Clarava™ and Tuteva™ in December 2021, following a highly successful enrolment
programme of partnering clinical sites and study participants over the course of the year; we exceeded our target
numbers in both of these.
During the year, we appointed Lorenzo Gallon, MD, as Non-Executive Director, and Chair of Science Advisory Board.
An expert in nephrology and hypertension as well as organ transplantation, Dr Gallon is currently the Medical Director
of the Translational Medicine Programme, the Director of International Relations and the Director of the Renal
Transplant Fellowship at Northwestern University. Dr Gallon’s appointment followed the sad and untimely passing of
Dr Barbara Murphy, who was of course an integral part of the formation of Verici Dx, and whose legacy lives on in
the work she inspired.
Post-period end, Verici’s momentum has continued in the early stages of 2022. Significantly, we recently announced
that the headline results of our international multi-centre validation study for Tuteva™ have shown a highly positive
outcome, vindicating our decision to prolong the final close of the trial for Tuteva™ and Clarava™ to ensure greater
numbers of qualified European patients were eligible for inclusion in the full study results. We believe this establishes
a new industry standard in the detection of acute kidney transplant rejection, and positions Tuteva™ for commercial
launch in the United States later this year. In January, we established a collaboration with Illumina, Inc. (NASDAQ:
ILMN), a leading developer, manufacturer, and marketer of life science tools and integrated systems for large scale
analysis of genetic variation and function, whereby Verici gained early access to the Illumina Connected Analytics
(ICA) platform. In February, we also announced the major milestone of successfully completing analytical validation
for Clarava™ and Tuteva™.
We recently completed a Fundraise procuring a further £10m in gross proceeds, which will be used along with our
existing resources, to advance towards key milestones for Protega™, and continue to push the commercialisation
strategy for Clarava™ and Tuteva™, whilst carrying out planned improvements to the CLIA approved laboratory.
These laboratory upgrades will accelerate capabilities ahead of marketing the Company's two leading products.
2
Verici Dx plc
Chairman’s statement
for the year ended 31 December 2021 (continued)
We have been delighted with the progress of the Company in its first full year listed on AIM, and across the rest of
2022 we look forward to the read-out of the key findings from our multi-centre validation study for Clarava™, to
further publications including the fuller implications of the Tuteva™ validation study and continuing to work towards
the commercial launch of both lead products, as well as performing the necessary steps to efficiently validate our
third product Protega™.
On behalf of the Board, I would like to thank our employees, shareholders and partners for their support, and we look
forward to providing further updates on progress throughout the rest of the year.
Julian Baines
Non-executive Chairman
18 May 2022
3
Verici Dx plc
Chief Executive Officer’s Report
for the year ended 31 December 2021
In our first full year as a listed Company, Verici Dx has made great progress, achieving all of our milestones either
on or ahead of schedule.
We believe we have unique products that support accurate, data-driven clinical decisions, such as the most
appropriate immunosuppressive therapy for that patient. This has not only near-term scope to reduce the
unnecessary and serious consequences from over- or under-dosing for immunosuppression in conjunction with
kidney transplant, but also to improve the longevity of transplanted kidneys and, by reducing the risk and rate of
transplant failure, much broader potential to deliver huge health economic benefits by improving transplant outcomes.
Our platform of innovative kidney transplant tests uses advanced next-generation sequencing that we believe can
define a personalised risk profile for each patient.
With the expansion of our product portfolio to cover fibrosis, we aim to address the patient’s entire transplant journey,
from pre-transplant through to long-term risks, with a view to minimising the risk of transplant rejection.
Pipeline
Our two lead products, Clarava™ and Tuteva™, together with our third product Protega™ aim to understand how a
patient will respond and is responding to a kidney transplant.
The three products are underpinned by extensive patented and published scientific research from the leading Mount
Sinai Medical Center, for which the Company holds an exclusive worldwide licence. Patient enrolment for our
collaborative, multi-centre observational clinical validation study, which we conducted alongside 14 leading US and
EU medical centres in addition to Australia, was completed for Clarava™ and Tuteva™ in December 2021, in-line
with expectations.
We recently announced highly positive data from the validation study for Tuteva™, with the test having demonstrated
a significantly higher Positive Predictive Value (“PPV”) than currently available blood tests, without enhancement
from clinical features. Importantly, the validation study utilised generalised ‘all-comers’ patient population, rather than
a specific subgroup. This means that we were able to test the power of Tuteva™ within a clinically realistic context
that included all types of rejection, including sub-clinical, borderline, T Cell-mediated, and antibody-mediated rejection
across 14 international transplant centres. We believe that the highly positive results reflect the wide clinical
applicability of the test for comprehensive commercial adoption in a real-world setting, and positions Tuteva™ for
commercial launch in the US later this year. We expect to receive the read-out from the validation study for Clarava™
in the coming weeks.
In July 2021, we achieved CLIA-certification for our newly established laboratory in Tennessee, a key step in
commercialising our two lead products, subject to the successful conclusion of our validation studies.
Post-period end in January 2022, we were granted CPT® Proprietary Laboratory Analyses (“PLA”) codes for both
Clarava™ and Tuteva™. Receiving these codes, ahead of schedule, marked the first step on the path for commercial
reimbursement for our two lead products. Reimbursement in the US is comprised of three components: code, price
and coverage. CPT® codes offer health care professionals a uniform language for coding medical services and
procedures and allows clinical laboratories to more specifically identify their tests when billing Medicare and
commercial insurers.
Partnerships and agreements
In January 2021, we expanded the scope of our licence agreement with Mount Sinai to include an additional patent
filing related to the analysis of gene expression in a liquid biopsy to predict risk of fibrosis and rejection of the graft.
This led has led to the ongoing development of Protega™, which is currently undergoing patient enrolment for its
validation, with enrolment expected to complete by Q3 2022 using the same site network already established for
validation of our lead products. The end points of the Protega™ validation study are expected to be reached up to
two years after the completion of enrolment, reflecting the longitudinal follow-up of patients over this period, with data
expected shortly thereafter around year-end 2024.
4
Verici Dx plc
Chief Executive Officer’s Report
for the year ended 31 December 2021
(continued)
In April 2021, the Company announced that it had entered into a Material Transfer Agreement with Mount Sinai and
Principal Investigator Dr Peter Heeger, to allow access to de-identified samples generated from participants from the
CTOT-19 study, in an effort to validate the performance and development of commercial tests designed to improve
short and long-term graft and patient survival.
Access to samples from this important clinical trial was initially intended to be included in the Company’s clinical
validation studies for Clarava™ and Tuteva™, but the Company decided to keep study separate to provide Verici Dx
with a further large and well-characterised sample group that will be independently reported. The Company’s
laboratory will conduct a blinded evaluation of samples in Clarava™ and Tuteva™ and work with investigators,
including Dr. Peter Heeger, to characterise results after the Company’s validation study in 2022.
Post-period end, we announced a collaboration with Illumina, Inc. to expedite the operational launch of data analysis
processing and predictive artificial intelligence component of our products, using early access to the Illumina
Connected Analytics (ICA) platform. Our science depends on the ability to process vast amounts of data into
meaningful and interpretable segments, and we were delighted to partner with such a world-class provider as
Illumina, to help us do so. The partnership represented a key step in the readiness of both the near-term launches
of Clarava™ and Tuteva™, as well as the longer-term strategy for building the computational data analytics tools
that will power the future of Verici Dx’s data science and insights.
Management and staff
Currently, the Company employs 12 full time members of staff.
In November 2021, we launched the Barbara T. Murphy Endowed Lectureship and the Career Development
Research Grant in conjunction with the American Society of Transplantation, in honour of our late co-founder and
Board member, Dr Barbara Murphy. These two initiatives will help further the research base within the transplant and
immunology fields, within which Barbara was a leading voice.
Financials
Statement of Comprehensive Income
The adjusted EBITDA being the loss for the year, before the deduction of interest, taxation, amortisation and
depreciation, and excluding the share-based payments charge and the costs of listing in 2020, was $7,151,244 (2020:
$1,402,926). This represents the first full year of activity, as the prior period’s activity occurred mainly following the
admission to AIM on 3 November 2020. The largest items of expenditure in this loss were staff costs of $1,961,622
(2020: $258,852) and research and development costs of $2,809,435 (2020: $355,107). We started the year with 3
full time employees and ended the year with 10 full time employees. No employee costs are included in the research
and development cost which relates to the development of our two core products in the year.
Statement of Financial Position and Cash Flows
Cash balance at year end was $10,339,788, following a total cash outflow in the year of $7,375,851 and a foreign
exchange adjustment of $35,448 reducing the carrying value of cash balances at year end. We spent $617,940
(2020: $25,851) on tangible assets and $347,919 (2020: $132,259) on legal costs in the development of our patents
and licenses.
5
Verici Dx plc
Chief Executive Officer’s Report
for the year ended 31 December 2021
(continued)
Post-period end in March 2022, we raised £10.0m, before expenses, via a Placing and a Subscription. The net
proceeds of the Fundraise will be used, together with the Company’s prior resources, to:
• Maintain momentum on the development of the Company’s third product, Protega™, to maximise the
efficiency gains in using existing validation sites set up for the Company’s two lead products, Clarava™ and
Tuteva™;
• Carry out planned construction of the Company’s expanded CLIA approved laboratory facilities in Tennessee
to support the scale-up of business operations in advance of commercialisation;
• Accelerate the commercialisation of lead products Clarava™ and Tuteva™ including through advocacy with
clinicians;
• Explore potential growth opportunities including adding new technology (including possible in-licence or
acquisition) and Artificial Intelligence (“AI”) capability to support and enhance the use of Verici Dx product
tests alongside digital histopathology imagery;
• Develop the Company’s nascent data assets; and
• Support general working capital purposes.
Outlook
We are well placed and funded to build on the excellent progress made over the course of 2021 and to continue the
momentum established at the start of 2022 during the remainder of the year. By the end of 2022, we intend to have
clearly moved from being a research and development Company to one with a commercial product.
Following the March 2022 fundraise, we now have the necessary resources to not only commercialise our well-
differentiated core products, but also to progress the development of Protega™, as well as to find new exciting growth
opportunities. Having already obtained CPT codes, we will seek to determine pricing for both of our lead products,
and coverage determinations for Clarava™. Tuteva™ is expected to be eligible for and covered by an existing local
coverage determination issued by Palmetto under the MolDX system.
To support our commercialisation efforts, a health economics model is expected to be completed in the first half of
2022. We are also expected to engage in clinical utility and real-world evidence studies to support product adoption
by the end of 2022.
Sara Barrington
Chief Executive Officer
18 May 2022
6
Verici Dx plc
Board of Directors
for the year ended 31 December 2021
The Directors of the Company during the period were:
Julian Baines, MBE – Non-Executive Chairman
Julian is the Company’s Non-Executive Chairman and member of the remuneration committee.
Julian is the Deputy Non-Executive Chairman of EKF Diagnostics Holdings plc, previously CEO from 2009 to 2021. During
his tenure at EKF, he has successfully completed multiple fundraisings and the acquisition and subsequent integration of
eight businesses in seven countries, building revenue from zero to over £40,000,000. Prior to joining EKF, Julian was
group chief executive officer of BBI Holdings plc, where he undertook a management buyout in 2000, its AIM flotation in
2004 and was responsible for selling the business to Alere, Inc. (now part of Abbott Laboratories) in 2008 for c.
£85,000,000.
In 2016, Julian was awarded an MBE for services to the life sciences industry. Julian was appointed a Non-Executive
Director of the Company on 22 April 2020.
Sir Ian Carruthers, OBE – Senior Independent Non-Executive Director and chair of the audit committee and
nomination committee.
Sir Ian Carruthers holds a number of chair and non-executive board and advisory roles in the public and private sectors. He
was previously Chief Executive of NHS South of England, comprising three health bodies: South West, South Central and
South East and his career in the National Health Service spans over 40 years. He was awarded the OBE for services to
health in 1997 and a Knighthood in 2003 for services to the NHS. In 2006 he took over as Interim Chief Executive of NHS
England, amongst the largest organisations in the world with over 1.3 million employees and a budget in excess of £100
billion. He has been the lead author on several papers on reviewing and improving the NHS and is seen as an international
expert on healthcare systems and service delivery.
He is currently Chancellor of the University of the West of England, and was formerly Chair of Healthcare UK, Chair
of the Innovation Health and Wealth Implementation Board, Co-Chair of the Prime Minister’s Challenge on Dementia
and Non-Executive Director of Bioquell plc.
Sir Ian Carruthers was appointed as a Non-Executive Director of the Company on 19 August 2020.
James McCullough – Non-Executive Director and member of the remuneration committee and the nomination
committee
James is a Non-Executive Director and the CEO of Renalytix.
James has experience building emerging technology companies in both the public and private sectors with specific
expertise in the life-sciences industry. His skills include equity and debt capital formation, strategic development and
partnerships, executive team structuring, regulatory issues and marketing. The Renalytix IPO was completed in November
2018, raising over £22,000,000 for the company. Following successful progress in validatory development, regulatory
discussions, reimbursement, pricing and insurance coverage determinations, a follow-on fundraise was arranged in July
2019 at over double the IPO price, enabling expansion of the team and acceleration of key workstreams. In July 2020,
Renalytix successfully dual-listed on Nasdaq with a market capitalisation of £378,130,000 after raising a further
$85,000,000 (approximately £68,000,000).
7
Verici Dx plc
Board of Directors
for the year ended 31 December 2021 (continued)
James McCullough – Non-Executive Director and member of the remuneration committee and the nomination
committee (continued)
Prior to his role at Renalytix, James was Chief Executive Officer of Exosome Diagnostics, a venture backed personalised
medicine company developing non-invasive liquid biopsy diagnostics in cancer. Exosome Diagnostics was acquired by
Bio-Techne Corporation (NASDAQ: TECH) in 2018. James is also a managing partner of Renwick Capital, LLC, a
management consulting firm specialising in assisting emerging healthcare technology companies with strategic planning
and business execution.
James received his B.A. from Boston University and an M.B.A. from Columbia Business School. James is currently
Chairman of BalletNext, a performing arts company in New York City. He currently holds Series 79 and Series 63 securities
licenses from the Financial Industry Regulatory Authority in the US.
James was appointed a Non-Executive Director of the Company on 22 April 2020.
Sara Barrington – Chief Executive Officer
Sara is an Executive Director.
Sara has leadership experience both financially and operationally with a focus upon developing and commercialising life
science products. She was the CEO of LungLife AI a diagnostic company for early-stage lung cancer. Prior to that she
was with Bruin Biometrics, a LA-based medical device company as EVP Business Operations and previously CFO. In her
role at Exosome Diagnostics, a venture-backed personalised medicine company the focus was upon the development of
non-invasive liquid biopsy diagnostics in cancer. The company was successfully sold to Bio-Techne Corporation in 2018.
She was previously CFO at AusAm Biotechnologies developing diagnostics in kidney disease. Sara is also CCO of
Kantaro Biosciences, a joint venture between Renalytix and Mount Sinai for the commercialisation of COVID-19 antibody
testing. Prior to working in the US, she worked for British Telecom in London in business development and strategy.
Sara is qualified as a Chartered Accountant with the Institute of Chartered Accountants in England and Wales. She
has also qualified with Chartered Institute of Marketing.
Sara was appointed a Director of the Company on 19 August 2020.
Dr. Erik Lium – Non-Executive Director and chair of the remuneration committee.
Dr Lium in his capacity as Non-Executive Director will represent Mount Sinai on the Board as part of the ongoing
relationship between the Company and Mount Sinai.
Dr Lium is President of Mount Sinai Innovation Partners (MSIP) and Executive Vice President and Chief Commercial
Innovation Officer, Mount Sinai Health System. He is also Non-Executive Director of Renalytix. Dr Lium represents Mount
Sinai on several private company boards and previously served as a member of the investment review committee for the
Accelerate NY Seed Fund. Dr Lium also serves as chairman of the board of managers of Kantaro.
Prior to joining Mount Sinai, Dr. Lium served as the Assistant Vice Chancellor of Innovation, Technology & Alliances at the
University of California, San Francisco (UCSF), and the UCSF Principal Investigator for the Bay area National Science
Foundation I-Corps node and Assistant Vice Chancellor of. Dr. Lium served as President of LabVelocity Inc. prior to its
acquisition in 2004. He pursued post-doctoral research at UCSF in the laboratory of J. Michael Bishop, MD, and earned a
PhD with honours from the Integrated Program in Cellular, Molecular and Biophysical Studies at Columbia University in
the laboratory of Dr. Saul J. Silverstein. Dr. Lium holds a BS in Biology from Gonzaga University.
Dr Lium was appointed a Non-Executive Director of the Company on the 19 August 2020.
8
Verici Dx plc
Board of Directors
for the year ended 31 December 2021 (continued)
Dr. Lorenzo Gallon – Non-Executive Director and member of the audit committee
A Professor of Medicine (Nephrology and Hypertension) and Surgery (Organ Transplantation), Dr. Gallon is currently
the Medical Director of the Translational Medicine Programme, the Director of International Relations and the Director
of the Renal Transplant Fellowship at Northwestern University. He is an alumnus of the University of Padua Medical
School, Italy and Harvard Medical School.
An expert in nephrology and hypertension as well as organ transplantation, Dr. Gallon’s primary research interests
include:
• The role of immunosuppressive medications in modulating the immune system,
• Genomics of chronic renal allograft rejection,
• Prednisone-free and calcineurin inhibitors-free immunosuppressive protocols,
• New immunosuppressive strategies,
• Focal segmental glomerulosclerosis (FSGS), and
• Aging and impact of physical exercise after kidney transplantation.
With nearly 20 years’ experience in the life sciences industry, focusing largely on nephrology and organ
transplantation, Dr. Gallon is excellently placed to provide insight and guidance in the development of Verici’s two
lead products, Clarava™ and Tuteva™. He was a collaborator and co-author with Verici’s previous SAB Chair, Dr.
Barbara Murphy, in the GoCar study which was foundational in the development of Verici’s products. He has also
been a member of the Editorial Board at the journal Nephron since 2019.
9
Verici Dx plc
Strategic report
for the year ended 31 December 2021
Our Strategy and Business Model
Verici Dx plc is an immuno-diagnostics development company, initially focused on the kidney transplantation market. The
Company’s kidney transplant assays use advanced next-generation sequencing that may define a personalised risk-profile
of patients over the course of their transplant journey, as well as may detect injury in advance of currently available clinical
tests.
The Company successfully admitted trading on AIM, a market operated by the London Stock Exchange on 3 November
2020 raising gross proceeds of US$18.8m. In the period to 31 December 2020 the Company focussed on putting in place
the additional people and resources to enable it to commence its clinical trials in 2021.
Kidney transplantation is the treatment of choice for subjects with end stage renal disease (“ESRD”). An estimated 37 to 50
per cent. of recipients have evidence of a rejection event which can be sub-divided into:
• Clinical Acute Rejection (“cAR”) occurring in approximately 10 per cent. to 15 per cent. of kidney transplant
recipients in the first-year post-transplant. This is usually indicated by a rise in serum creatinine over baseline
and determined by a for-cause biopsy. It is usually alleviated with a change in immunosuppressive therapy.
• Subclinical Acute Rejection (“subAR”) occurring in 27 to 40 per cent. of patients with stable serum creatine
in the first 1-year post- transplant. It can be referred to as silent rejection because it often goes undetected.
The only way to identify subAR is through a surveillance biopsy. However only 17 per cent. of transplant
centres in the U.S. employ a surveillance biopsy program.
It is now well established that the recipient’s immune response directed toward the transplanted kidney drives acute
rejection, leading to chronic injury and failure of the transplant, thus necessitating lifelong immunosuppression drug therapy.
One of the major issues with current immunosuppressive protocols is that they are not tailored to the individual patient’s
needs. In clinical practice, immunosuppressive therapy is often decided based on broad clinical criteria including anti-HLA
antibodies, race, prior transplantations and recipient age. However, these indicators perform poorly in predicting individual
risk for development of acute rejection. As a result, most patients receive a standardised immunosuppressive protocol
resulting in a significant proportion of individuals being exposed to either insufficient or excessive immunosuppression,
leading to acute rejection and/or complications associated with over-immunosuppression. These complications include
infections, malignancy, diabetes, hypertension and heart disease. The number of patients receiving higher doses of
immunosuppression around the time of a transplant continues to increase in an attempt to minimise rejection and protect
the transplanted kidney.
Current standard of care
There is no current pre-transplant mechanism to determine the optimal approach to immunosuppressive therapy for a
given patient beyond the presence of recipient antibodies directed toward the donor tissue, which can be found in only
approx. 10 per cent. of patients. Early identification of individuals at high risk of acute rejection could allow targeted
therapies aimed at improving long-term outcomes. Evidence exists that the phenotype and function of the immune system
in patients before kidney transplantation affects the risk for subsequent acute rejection after transplantation, but no
biomarker has been identified to quantify or otherwise assess this risk. Following transplant, clinicians use a standardised
approach to managing immunosuppression, slowly reducing drug levels to a maintenance level over the first three to six
months. There are currently no biomarkers available to indicate if a patient is under or over immunosuppressed.
Manifestation of clinical acute rejection via measurement of serum creatinine is the standard of care as well as tests that
use cfDNA used to determine that a patient is experiencing rejection, which means measuring the damage to the kidney
by observing the effects of the damage after it has happened increasing the risk of rejection. There is no generally accepted
mechanism to identify patients with subclinical acute rejection, except to find evidence of rejection on a surveillance biopsy.
Furthermore, there is no clinically available mechanism to identify a patient that is at risk of developing graft injury, either
inflammation or fibrosis or both, and therefore at risk of long-term graft failure.
10
Verici Dx plc
Strategic report
for the year ended 31 December 2021 (continued)
Our Strategy and Business Model (continued)
Verici’s proposed solution
To address this “one size fits all approach” the Company is developing tests to understand how a patient is likely and may
be responding to organ transplant. There are many biological systems that are important in assessing rejection. One is
the recipient’s immune system which poses a threat to the grafted organ. Patients’ immune systems vary in their response
to the presence of the transplanted organ. The Company’s products and solutions are underpinned by extensive scientific
research into how the recipient’s biological systems are likely to respond to the transplanted organ and how that response
further influences acute rejection, chronic injury and, ultimately, failure of the transplant. These RNA signatures may also
assist clinicians as to their assessment of the optimal strategy for immunosuppressive and other therapies to enable
successful graft acceptance at the lowest compatible level of treatment-induced side effects.
The research underpinning our technology is driven by a deep understanding of cell-mediated immunity and is facilitated
by access to expertly curated, collaborative studies in highly informative cohorts in organ transplant. The Company has an
exclusive worldwide patent and a non-exclusive technical information licence with Mount Sinai derived from the work of
the late Professor Barbara Murphy’s and collaborators in transplant immunology, focusing on the use of high throughput
genomic technologies to understand better the immune system mechanisms that lead to graft injury and loss. The
Company’s current and planned clinical development programmes are not only directed by an extensive Science Advisory
Board of key opinion leaders in the fields of clinical transplant and transplant immunology, but also will be conducted at an
expanding list of key transplant centres in the US, Europe and Australia for the multi-centre validation trials being funded.
We are validating three products for commercialisation:
• ClaravaTM, which is a pre-transplant prognosis for the risk of early acute rejection (“EAR”);
• TutevaTM, a post-transplant diagnostic focused upon acute cellular rejection (“ACR”) including sub-clinical
rejection not being diagnosed through the current standard of care of rising serum creatine levels; and
• ProtegaTM, a liquid biopsy that aims to predict the risk of fibrosis and long-term graft failure.
These products are planned to be offered as laboratory developed tests (“LDT”) in the US, taking advantage of the lighter
regulatory burden of authorisation under the CLIA regime, which is administered by CMS, in partnership with state health
departments, rather than seeking clearance from the FDA. In Europe the company will be seeking CE marking. CE marking
issued by an EEA Notified Body will remain valid in the UK market until 30 June 2023. To address the UK market post-Brexit,
the Company will be seeking for UKCA (UK Conformity Assessed) mark as well. In addition to obtaining CE and UKCA
markings, the products (medical devices) will be registered with MHRA (as required by MHRA since 1 January 2021).
The Company is planning on complementing this commercial path with an efficient route through reimbursement coding,
pricing and coverage determinations in the US. For inclusion into NICE guidelines in the UK, evidence-based data (such as
health economic cost-effectiveness and patient outcome/clinical-effectiveness data, along with diagnostic test accuracy data),
shall be applied for review by NICE Diagnostic Assessment Programme.
Market opportunity
Globally there are approximately 95,000 transplants currently performed each year of which about 24,000 are performed
in the US and 25,000 in Europe. In the US the comparatively low number of procedures compared to the numbers of
individuals on the waiting list was recognised as an issue for patients waiting for a transplant for on average 3 to 5 years,
and even longer in some geographical locations. It also formed part of the policy in the 2019 US Executive Order,
Advancing American Kidney Health whereby transplant organisations were required to improve efficiencies in the
transplant network and expand support for living donors with the further goal of doubling the number of available
transplants by 2030. The Company’s portfolio is likely to support the confidence for living donors from the increased
success of transplantation.
11
Verici Dx plc
Strategic report
for the year ended 31 December 2021 (continued)
Group and Company History
The Company was incorporated in England and Wales on 22 April 2020 as a wholly owned subsidiary of Renalytix
AI plc (“Renalytix”).
On 4 May 2020 the Company purchased the assets attached to the Fractal DX portfolio of patents previously licensed to
Renalytix by Mount Sinai, for a consideration of $2,000,000. The consideration was satisfied by the issuance of a non-
interest-bearing Convertible Loan Notes (“CLNs”) from the Company to Renalytix. The CLN instrument provided for a
total of up to $3,000,000 of borrowing to be made available to the Company.
On 17 January 2020, ResolveDx Inc was incorporated in the state of Delaware, USA as a wholly owned subsidiary
of Renalytix. On 14 August 2020, ownership of ResolveDx Inc was transferred to the Company and, on 21 August
2020 ResolveDx Inc changed its name to Verici Dx Inc.
Pursuant to the terms of the CLN’s, notice was given by Renalytix on 28 October 2020 to convert all of its existing
debt of $2,500,000 by the Company into 9,831,681 ordinary shares of £0.001 each at the IPO issue price.
In anticipation of a distribution in specie by Renalytix of its entire shareholding in the Company on 7 July 2020 the
entire issued share capital of the Company was sub divided to create 1,000 ordinary shares of £0.001 each.
Additionally, 59,415,135 ordinary shares of £0.001 each were allotted. Those 59,416,135 shares were then
immediately reclassified as 59,416,134 A shares and 1 Golden Share and all the A shares and Golden Share were
converted into new ordinary shares at the time of the Company’s admission to AIM, a market operated by the London
Stock Exchange, on 3 November 2020.
Risks and uncertainties
Set out below are the risks which the Directors believe could materially affect the Group’s ability to achieve its financial
and operating objectives and control or mitigating activities adopted to manage them. The risks are not listed in order
of significance.
(a) The Company does not yet have all collaborations in place with institutions that it needs for its validation
and for utility studies and there is no guarantee that the Company will be able to demonstrate clinical
utility of the ClaravaTM or TutevaTM product
Following the validation study for its products, the Company intends to run a clinical utility study to support applications for
reimbursement, which is necessary for successful commercialisation and to provide further evidence to support marketing
claims.
The Company has identified some initial institutions which will carry out the utility studies and has not yet entered into the
relevant agreements with these institutions. There is a risk that the Company will not be able to secure these collaborations,
which would impact the Company’s ability to proceed to the utility study stage. Whilst the utility study is not a source of
continuing revenue, it is a short-term revenue stream from sales of the ClaravaTM and TutevaTM tests following the validation
study.
Furthermore, there is a risk that the Company will not be able to demonstrate the clinical utility of the ClaravaTM and
TutevaTM products in a real-world setting, which would impact the Company’s ability to secure reimbursement. If such
reimbursement is not achieved, it will make commercialisation of the ClaravaTM and TutevaTM tests significantly more
challenging and would impact the Company’s ability to generate revenue.
12
Verici Dx plc
Strategic report
for the year ended 31 December 2021 (continued)
Risks and uncertainties (continued)
(b) There are risks associated with offering the ClaravaTM and TutevaTM tests as an LDT that are outside the
Company’s control
The ClaravaTM and TutevaTM tests do not as yet have status as an LDT and the Company does not yet have a CLIA-certified
laboratory. The Company may be able to generate revenue from offering the ClaravaTM and TutevaTM tests as an LDT.
However, there are inherent risks associated with offering the ClaravaTM and TutevaTM tests as an LDT that are outside the
Company’s control, including test uptake, which would have an impact on the amount of revenue the Company could generate
(c) The Company is dependent on other third parties who provide certain resources and services to the
Company as the Company has limited resources in the short-term
The Company relies in part on external resources to conduct the research, development, supply of supplies and clinical
testing of its ClaravaTM and TutevaTM products, including in relation to the Company’s laboratory systems which rely on
software developed by external manufacturers. The future development of the ClaravaTM and TutevaTM products and
other products will partly depend upon the performance of these third parties. The Company cannot guarantee that
the relevant third parties will be able to carry out their obligations under the relevant arrangements.
(d) The Company is reliant upon the expertise and continued service of a small number of key individuals
of its management, board of directors and scientific advisors
The Company relies on the expertise and experience of a small number of key individuals. The retention of their services
cannot be guaranteed. Accordingly, the departure of these key individuals could have a negative impact on the Company’s
operations, financial conditions, its ability to execute the Company’s business strategy and future prospects.
Going forwards, the Company will rely, in part, on the recruitment of appropriately qualified personnel, including personnel
with a high level of scientific and technical expertise in the industry. The Company may be unable to find a sufficient number
of appropriately highly trained individuals to satisfy its growth rate which could affects its ability to develop products as
planned.
In addition, if the Company fails to succeed in pre-clinical or clinical studies, it may make it more challenging to recruit and
retain appropriately qualified personnel. The Company’s inability to recruit key personnel or the loss of the services of key
personnel or consultants may impede the progress of the Company’s research and development objectives as well as the
commercialisation of its lead and other products.
(e) The Company may need to raise additional funding to take advantage of future opportunities
The Company may need to raise additional funding to take advantage of future opportunities. No assurance can be
given that any such additional funding will be available or, if available, that it will be on terms that are favourable to
the Company or shareholders. If the Company is unable to obtain additional funding as required, it may be required
to reduce the scope of its operations or anticipated expansion.
(f) The Company’s strategy involves generating additional commercially valuable IP that can be protected
The Company intends to build further its intellectual property portfolio. No assurance can be given that any future patent
applications will result in granted patents, that the scope of any patent protection will exclude competitors or provide
competitive advantages to the Company, that any of the Company’s patents will be held valid if challenged or that third
parties will not claim rights in or ownership of the patents and other proprietary rights held by the Company.
13
Verici Dx plc
Strategic report
for the year ended 31 December 2021 (continued)
Risks and uncertainties (continued)
(g) Positive results from pilot trials and early clinical studies of the Company’s ClaravaTM and TutevaTM products are
not necessarily predictive of the results of later clinical studies. If the Company cannot replicate the positive
results from earlier tests or studies in its later-stage clinical studies, it may be unable to successfully develop,
obtain regulatory approval for, and commercialise its products
Positive results from early stage clinical studies may not necessarily be predictive of the results from later-stage clinical
studies. Many companies in the pharmaceutical biotechnology and medical device industries have suffered significant
setbacks in later-stage clinical trials after achieving positive results in early-stage development, and the Company cannot
be certain that it will not face similar setbacks. These setbacks have been caused, among other things, by pre-clinical
findings made while clinical trials were underway. Moreover, pre-clinical and clinical data is often susceptible to varying
interpretations and analyses, and many companies that believed their product candidates performed satisfactorily in pre-
clinical studies and clinical trials nonetheless failed to obtain regulatory approval.
(h) The Company is subject to research and product development risk
The Company may not be able to develop new products or to identify specific market needs that can be addressed by
tests or solutions developed by the Company. Product development will be a key ongoing activity in the Company.
However, there can be no guarantee that further products will be developed, successfully launched, or accepted by the
market. All new product development has an inherent level of risk and can be a lengthy process and suffer unforeseen
delays, cost overruns and setbacks, such as difficultly recruiting patients into clinical trials. The nature of the diagnostics
industry may mean new products may become obsolete as a result of competition or regulatory changes which could
have a material adverse effect on the Company’s business, results of operations and financial condition.
In addition, research and development may subject to various requirements, such as research subject protection for
individuals participating in clinical evaluations of new products, institutional review board oversight, regulatory
authorisations, and design control requirements. Failure to comply with requirements could result in penalties, delay, or
prevent commercialisation of products.
(i) The Company is subject to risks associated with medical and technological change and obsolescence
Demand for the Company’s products could be adversely impacted by the development of alternative technology and
alternative medicines with similar applications. There can be no assurance that the technology and products currently
being developed by the Company will not be rendered obsolete. As a result, there is the possibility that new technology or
products may be superior to, or render obsolete, the technology and products that the Company is currently developing.
Any failure of the Company to ensure that its products remain up to date with the latest advances may have a material
adverse impact on the Company’s competitiveness and financial performance. The Company’s success will depend, in
part, on its ability to develop and adapt to these technological changes and industry trends.
(j) The Company’s failure to maintain compliance of its clinical laboratory operations with applicable laws could
result in substantial civil or criminal penalties
The operation of a clinical laboratory by the Company will be in a highly regulated environment which, among other things,
will require maintaining compliance with CLIA certification and state clinical laboratory licensing requirements. Failure to
maintain compliance with these requirements may result in a range of enforcement actions, including certificate or licence
suspension, limitation, or revocation, directed plan of action, onsite monitoring, civil monetary penalties and criminal
sanctions. Such failure may also result in significant adverse publicity. Any of these consequences could limit or entirely
prevent continued operation of the Company and therefore impact its financial performance.
14
Verici Dx plc
Strategic report
for the year ended 31 December 2021 (continued)
Risks and uncertainties (continued)
(k) The Company is subject to various health regulatory laws pertaining to fraud and abuse and related
matters, and any failure to comply with such laws could result in substantial civil or criminal penalties
The Company’s employees, independent contractors, consultants, and collaborators may engage in misconduct or
other improper activities, including non-compliance with regulatory standards and requirements, which could cause
significant liability for the Company and harm the Company’s operations and reputation.
The Company is exposed to the risk that the Company’s employees, independent contractors, consultants, and
collaborators may engage in fraud or other misconduct to comply with manufacturing standards the Company has
established, to comply with federal and state healthcare fraud and abuse laws and regulations and similar laws and
regulations established and enforced by comparable non-US regulatory authorities, to report financial information or data
accurately or to disclose unauthorised activities to the Company. Such misconduct could also involve the improper use of
information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to the
Company’s reputation. It is not always possible to identify and deter misconduct, and the precautions the Company will
take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in
protecting the Company from governmental investigations or other actions or lawsuits stemming from a failure to comply
with such laws, standards or regulations. If any such actions are instituted against the Company, or the Company’s key
employees, independent contractors, consultants, or collaborators, and the Company is not successful in defending itself
or asserting the Company’s rights, those actions could have a significant impact on the Company’s business and results
of operations, including the imposition of significant criminal, civil and administrative sanctions including monetary
penalties, damages, fines, disgorgement, individual imprisonment, additional reporting requirements and oversight if the
Company becomes subject to a corporate integrity agreement or similar agreement to resolve allegations of non-
compliance with these laws, reputational harm, and the Company may be required to curtail or restructure the Company’s
operations.
(l) The Company’s failure to prevent a data breach would result in serious reputational damage to the Company and
may result in civil or criminal lawsuits and associated penalties
The Company takes its responsibility to maintain patient confidentiality and protect patient data extremely seriously. By its
nature, the de-identified data that is being processed is highly sensitive and includes genetic and demographic information,
the processing of which is subject to the most onerous obligations of applicable data protection legislation. If, due to a
technical oversight, human error or malicious action by an employee or third party, the privacy, security or integrity of the
data were compromised, the Company may be obliged to report such breach once it became aware of under applicable
laws and regulations such as Health Insurance Portability and Accountability Act 1996 (“HIPAA”), EU General Data
Protection Regulation (EU) 2016/679 (“GDPR”), Data Protection Act 2018 (“DPA”) or other US state or EU member state
specific laws as well as the data privacy laws of other countries such as Japan, Singapore, Hong Kong and China.
Depending on the nature and extent of the breach, the Company may become subject to a regulatory investigation, which
would divert time and financial resources from the day-to-day operation of the business and may result in civil or criminal
lawsuits and financial fines and penalties as well as adverse publicity. If third parties and/or customers of the Company
become aware of such breaches, they may opt to cancel existing contracts or not enter new contracts with the Company,
reducing revenue. The Company may also be required to personally inform the patients whose data was released or
accessed as a result of a data breach, which may increase the severity of the reputational damage and may lead to patients
revoking their consent for the data to be used by the Company. In addition, patients may have the right to bring claims for
compensation for such breaches which might be brought by way of class or representative actions and claim significant
sums as damages. To mitigate the risk of a data breach or related issue, the Company will employ technical security
measures to protect data and work closely with its data providers to ensure that each party understands its obligations to
protect personal data.
15
Verici Dx plc
Strategic report
for the year ended 31 December 2021 (continued)
Section 172 Statement
The Directors, in line with their duties under s172 of the Companies Act 2006, act in a way they consider, in good
faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in
doing so have regard to a range of matters when making decisions for the long term. Key decisions and matters that
are of strategic importance to the Company are appropriately informed by s172 factors.
Section 172(1)(a) to (f) requires each Director to act in the way he or she considers would be most likely to promote
the success of the company for the benefit of its members as a whole, with regard to the following matters:
(a) the likely consequences of any decision in the long term
(b) the interests of the Company’s employees
(c) the need to foster the Company’s business relationships with suppliers, customers and others.
(d) the impact of the Company’s operations on the community and the environment
(e) the desirability of the Company maintaining a reputation for high standards of business conduct; and
(f)
the need to act fairly between members of the Company.
The Company’s activities and progress regarding these matters have been described above in the other sections of
the Chief Executive Officer’s Report, Strategic Report, and in the Directors’ Report and Corporate Governance
Statements below.
This report was approved by the Board of Directors on 18 May 2022 and signed on its behalf by:
Julian Baines
Non-executive Chairman
16
Verici Dx plc
Directors' report
for the year ended 31 December 2021
The Directors present their report on the affairs of Verici Dx plc (the "Company") and its subsidiary, referred to as the
Group, together with the audited Financial Statements and Independent Auditors’ Report for the year ended 31
December 2021.
Principal activities
The main activity of the Group is the development of a prognostic and diagnostic test for kidney transplant patients.
Results and dividends
During the year ended 31 December 2021 the Group recorded a loss after tax of US$8,329,829 and a net cash outflow
from operating activities of US$6,336,444.
The Directors do not recommend the payment of a dividend.
Going concern
The Group is in the development phase of its business and has not generated any revenues. At 31 December 2021
the Group has available cash resources of US$10,339,788.
In considering the appropriateness of this basis of preparation, the Directors have reviewed the Company and Group
working capital forecasts for a minimum of 12 months from the date of the approval of this financial information. Based
on their consideration the Directors have reasonable expectation that the Group has adequate resources to continue
for the foreseeable future and that carrying values of intangible assets are supported. Thus, the adoption of the going
concern basis of accounting in preparing this financial information is considered appropriate.
Political donations
The Group made no political donations in the period.
Future developments
The Group’s future developments are outlined in the Strategic Report on pages 10 to 16.
Financial risk management
Financial risk management policies and objectives for capital management are outlined in the principal risks and
uncertainties section of the Strategic Report on pages 10 to 16 and in note 4 to the financial statements.
Directors’ indemnities
The Group has made qualifying third-party indemnity provisions for the benefit of its Directors, which were made
during the period and remain in force at the date of this report.
Events after the reporting period
Details of significant events since the reporting period are contained in note 22 of the financial statements.
17
Verici Dx plc
Directors' report
for the year ended 31 December 2021 (continued)
Directors
The Directors of the company throughout the year and to the date of this report were:
Julian Baines MBE (appointed 22 April 2020)
Sir Ian Carruthers OBE (appointed 19 August 2020)
James McCullough (appointed 22 April 2020)
Sara Barrington (appointed 19 August 2020)
Dr Erik Lium (appointed 19 August 2020)
Dr Barbara Murphy (appointed 22 April 2020, deceased 29 June 2021)
Dr Lorenzo Gallon (appointed 18 August 2021)
Directors’ shareholdings
The holdings in the share capital of the Company of those Directors serving at 31 December 2021 and as at the date
of signing of these financial statement, all of which are beneficial, were as follows:
Julian Baines
Sir Ian Carruthers
James McCullough
Sara Barrington
Dr Erik Lium
Dr Lorenzo Gallon
On 31 December 2021
Ordinary Shares of £0.001 each
1,351,713
100,000
2,870,110
-
-
-
All of the shares were acquired at the time on IPO on 3 November 2020.
Substantial shareholdings
As of 14 April 2022, the following interests in 3% or more of the issued Ordinary Share capital, after taking account
of the issue of new shares post year end pursuant to the funding, had been notified to the Company:
Shareholder
Harwood Capital
Icahn School of Medicine at Mount Sinai
Renalytix plc
EKF Diagnostics Holdings Plc
Unicorn Asset Management Limited
Hargreaves Lansdown Asset Management
Number of shares
29,769,111
19,501,330
9,831,681
9,820,838
9,239,660
6,094,357
Percentage of issued
share capital
17.5%
11.4%
5.8%
5.8%
5.4%
3.6%
Christopher Mills is partner and Chief Investment Officer of Harwood Capital LLP. Harwood Capital LLP is Investment
Manager to North Atlantic Smaller Companies Investment Trust plc and investment advisor to Oryx International
Growth Fund Limited. Christopher Mills’ shareholding is made up of 16,500,000 ordinary shares held by North
Atlantic Smaller Companies Investment Trust plc, 5,500,000 ordinary shares held by Oryx International Growth Fund
Limited and 1,722,501 ordinary shares are held by Harwood Capital LLP.
18
Verici Dx plc
Directors' report
for the year ended 31 December 2021 (continued)
Corporate Social Responsibility
The Board recognises its employment, environmental and health and safety responsibilities. It devotes appropriate
resources towards monitoring and improving compliance with existing standards. The Executive Directors are
responsible for these areas at Board level, ensuring that the Group’s policies are upheld and providing the necessary
resources.
The Directors consider that the nature of the Group’s activities is not inherently detrimental to the environment. The
Group is committed to identifying and minimising any effect on the environment caused by its operations and the
Board recognises that the Group has a duty to be a good corporate citizen and to respect and comply with the laws,
regulations, and where appropriate the customs and culture of the territories in which it operates.
Employees
The Group is committed to achieving equal opportunities and to complying with relevant anti-discrimination legislation.
It is established Group policy to offer employees and job applicants the opportunity to benefit from fair employment,
without regard to their sex, sexual orientation, marital status, race, religion or belief, age or disability. Employees are
encouraged to train and develop their careers.
The Group has continued its policy of informing all employees of matters of concern to them as employees, both in
their immediate work situation and in the wider context of the Group's well-being. Communication with employees is
affected through the Board, the Group’s management briefings structure, formal and informal meetings and through
the Group’s information systems.
Directors Responsibilities
The Directors are responsible for preparing the Strategic Report, the Directors’ 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 financial statements in accordance with International Financial Reporting
Standards adopted in the UK (UK IFRSs’) and applicable law.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that
period. In preparing these financial statements, the Directors are required to:
• Select suitable accounting policies and then apply them consistently
• Make judgements and accounting estimates that are reasonable and prudent
• State whether applicable accounting standards have been followed, subject to any material departures disclosed
and explained in the financial statements; and
• Prepare ’the financial statements on the going concern basis unless it is inappropriate to presume that the
Company and Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
19
Verici Dx plc
Directors' report
for the year ended 31 December 2021 (continued)
Directors Responsibilities (continued)
They are further responsible for ensuring that the Strategic Report and the Directors’ Report and other information
included in the Annual Report and Financial Statements is prepared in accordance with applicable law in the United
Kingdom.
The maintenance and integrity of the Verici Dx plc website is the responsibility of the directors. Legislation in the
United Kingdom governing the preparation and dissemination of the accounts and the other information included in
annual reports may differ from legislation in other jurisdictions.
Auditors
Each of the persons who are directors at the time when this Directors’ report is approved has confirmed that:
•
•
so far as that Director is aware, there is no relevant audit information of which the Group and the Group’s auditor
is unaware; and
that Director has taken all the steps that ought to have been taken as a Director in order to be aware of any
relevant audit information and to establish that the Company and the Group’s auditor is aware of that information.
Crowe U.K. LLP has expressed its willingness to continue in office and a resolution to reappoint the firm as Auditor
and authorising the Directors to set their remuneration will be proposed at the forthcoming Annual General Meeting
This report was approved by the Board of Directors on 18 May 2022 and signed on its behalf by:
Julian Baines
Non-executive Chairman
20
Verici Dx plc
Corporate governance statement
for the year ended 31 December 2021
Compliance
The Company recognises the value of good corporate governance in every part of its business. The Board has
adopted the corporate governance principles of the 2018 Quoted Companies Governance Code. Details of the Code
can be obtained from the Quoted Companies Alliance’s website (www.theqca.com).
The following statement describes how the Group seeks to address the principles underlying the Code.
Board composition and responsibility
The Board currently comprises one Executive Director and five Non-Executive Directors. Julian Baines has been
appointed as Non-Executive Chairman.
It is the Board’s opinion that Julian Baines, Sir Ian Carruthers, James McCullough, Dr Erik Lium, and Dr Barbara
Murphy are independent in character and judgement and that there are no relationships or circumstances which
could materially affect or interfere with the exercise of their independent judgement.
All Directors are subject to election by Shareholders at the first Annual General Meeting after their appointment and
are subject to re-election at least every three years. Non-Executive Directors are appointed for a specific term of
office which provides for their removal in certain circumstances, including under section 168 of the Companies Act
2006. The Board does not automatically re-nominate Non-Executive Directors for election by Shareholders. The
terms of appointment of the Non-Executive Directors can be obtained by request to the Company Secretary.
The Board’s primary objective is to focus on adding value to the assets of the Group by identifying and assessing
business opportunities and ensuring that potential risks are identified, monitored and controlled. Matters reserved for
Board decisions include strategic long-term objectives and capital structure of major transactions. The
implementation of Board decisions and day to day operations of the Group are delegated to Management.
There is a division of responsibilities between the Non-Executive Chairman, who is responsible for the overall strategy
of the Group and running the Board, and the CEO, who is responsible for implementing the strategy and day to day
running of the Group.
Board meetings
Three Board meetings were held during the period. The Directors’ attendance record during their period of office was
as follows:
Board
(5 meetings held)
Audit Committee
(2 meetings held)
5/5
Julian Baines
5/5
Sara Barrington
Sir Ian Carruthers
5/5
James McCullough 4/5
Dr Erik Lium
5/5
Dr Barbara Murphy 1/2
2/2
Dr Lorenzo Gallon
N/A
N/A
2/2
N/A
N/A
0/1
1/1
Remuneration
Committee
(No meetings held)
Nil
N/A
N/A
Nil
Nil
N/A
N/A
During the year, the Board has not performed an evaluation of their performance and that of the Chairman, as well
as the effectiveness of the Board committees.
21
Verici Dx plc
Corporate governance statement
for the year ended 31 December 2021 (continued)
Audit Committee
The Audit Committee comprises Sir Ian Carruthers, who acts as chair, and Dr Lorenzo Gallon The Audit Committee
will, among other things, determine and examine matters relating to the financial affairs of the Company including
the terms of the engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit.
It will receive and review the reports from management and the Company’s auditors relating to the half yearly and
annual accounts and the accounting and the internal control systems in use throughout the Company.
The committee has met twice during the year ended 31 December 2021. There have been no significant matters
communicated to the Committee by the auditors and no interaction with the Financial Reporting Council.
Remuneration Committee
The Remuneration Committee comprises Dr Erik Lium, who acts as chair, and Julian Baines and James McCullough.
The Remuneration Committee review and makes recommendations in respect of the Executive Directors’
remuneration and benefits packages, including share options and the terms of their appointment. The Remuneration
Committee also make recommendations to the Board concerning the allocation of share options to employees under
the intended share option schemes.
The Committee has not met during year ended 31 December 2021.
Nomination Committee
The Nomination Committee comprises Sir Ian Carruthers, who acts as chair, and James McCullough. The
Nomination Committee will review and recommend nominees as new Directors to the Board. The Committee has
not met during year ended 31 December 2021.
Internal control
The Directors are responsible for ensuring that the Group maintains a system of internal control to provide them with
reasonable assurance regarding the reliability of financial information used within the business and for publication
and that the assets are safeguarded. There are inherent limitations in any system of internal control and accordingly
even the most effective system can provide only reasonable, but not absolute, assurance with respect to the
preparation of financial reporting and the safeguarding of assets.
The Group, in administering its business, has put in place strict authorisation, approval and control levels within which
senior management operates. These controls reflect the Group’s organisational structure and business objectives.
The control system includes clear lines of accountability and covers all areas of the organisation. The Board operates
procedures which include an appropriate control environment through the definition of the above organisation
structure and authority levels and the identification of the major business risks.
Internal financial reporting
The Directors are responsible for establishing and maintaining the Group’s system of internal reporting and as such
have put in place a framework of controls to ensure that on-going financial performance is measured in a timely and
correct manner and that risks are identified as early as is practicably possible. There is a comprehensive budgeting
system and monthly management accounts are prepared which compare actual results against both the budget and
the previous year. They are reviewed and approved by the Board and revised forecasts are prepared on a regular
basis.
22
Verici Dx plc
Corporate governance statement
for the year ended 31 December 2021 (continued)
Relations with shareholders
The Company will report to Shareholders twice a year. The Company dispatches the notice of its Annual General
Meeting, together with a description of the items of special business, at least 21 clear days before the meeting. Each
substantially separate issue is the subject of a separate resolution, and all Shareholders have the opportunity to put
questions to the Board at the Annual General Meeting.
The Chair(s) of the Audit and Remuneration Committees normally attend the Annual General Meeting and will answer
questions which may be relevant to their work. The Chairman advises the meeting of the details of proxy votes cast
on each of the individual resolutions after they have been voted on in the meeting. The Chairman and the Non-
Executive Directors intend to maintain a good and continuing understanding of the objectives and views of the
Shareholders.
Shareholders may contact the Company as follows:
Tel: +44 (0)20 7933 8780
Email: investors@vericidx.com
Corporate social responsibility
The Board recognises that the Group has a duty to be a good corporate citizen and is conscious that its business
processes minimise harm to the environment, that it contributes as far as is practicable to the local communities in
which it operates and takes a responsible and positive approach to employment practices.
The Corporate Governance Statement was approved by the Board on 18 May 2022 and signed on its behalf by:
Salim Hamir
Company Secretary
23
Verici Dx plc
Report of the remuneration committee
for the year ended 31 December 2021
Statement of compliance
This report does not constitute a Directors’ Remuneration Report in accordance with the Directors’ Remuneration
Regulations 2007 which do not apply to the Company as it is not fully listed. This report sets out the Group policy on
Directors’ remuneration, including emoluments, benefits and other share-based awards made to each Director.
Policy on Executive Directors’ remuneration
Remuneration packages are designed to motivate and retain the Executive Director to ensure the continued
development of the Group and to reward them for enhancing value to shareholders. The main elements of the
remuneration package for the Executive Director are basic salary, performance-related bonuses, benefits and share
based incentives.
Directors’ remuneration - Audited
The remuneration of the Directors for the year ended 31 December 2021 is shown below:
Executive Director
Sara Barrington
Base
Salary and
fees
US$
Pension
US$
Benefits
US$
Bonus
US$
Year to
31
December
2021
US$
288,113
10,487
19,681
97,500
415,781
288,113
10,487
19,681
97,500
415,781
Non-Executive Directors
Julian Baines
Sir Ian Carruthers
Dr Erik Lium
James McCullough
Dr Lorenzo Gallon (appointed 18
August 2021)
Dr Barbara Murphy (deceased 29
June 2021)
41,277
34,397
34,397
34,397
12,760
17,199
174,427
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
41,277
34,397
34,397
34,397
12,760
17,199
174,427
Total fees and emoluments
462,540
10,487
19,681
97,500
590,208
Dr Erik Lium is not entitled to receive remuneration as he sits on the Board as a representative of the Icahn School
of Medicine at Mount Sinai and his fees are paid to Mount Sinai.
24
Verici Dx plc
Report of the remuneration committee
for the year ended 31 December 2021 (continued)
The remuneration of the Directors for the period ended 31 December 2020 is shown below:
Base Salary
and fees
US$
Pension
US$
Benefits
US$
Period to
31 December
2020
US$
Executive Director
Sara Barrington
Non-Executive Directors
Julian Baines
Sir Ian Carruthers
Dr Erik Lium
James McCullough
Dr Barbara Murphy
92,292
92,292
6,721
5,602
5,602
5,602
5,602
29,129
Total fees and emoluments
121,421
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
92,292
92,292
6,721
5,602
5,602
5,602
5,602
29,129
121,421
25
Verici Dx plc
Report of the remuneration committee
for the year ended 31 December 2021 (continued)
Share option plan
On 28 October 2020 share options were granted to a number of directors and other parties under the Company’s
unapproved share-option scheme. The options held by Directors as of 31 December 2021 were as follows:
Option holder
Option price per
ordinary share
Number of Ordinary
Shares under option
Exercise period
Icahn School of Medicine
at Mount Sinai
Sara Barrington
£0.20
£0.20
708,739
28 October 2020 – 27 October 2030
5,669,913
28 October 2020 – 27 October 2030
Directors’ interests in the share capital of the Company are disclosed in the Directors’ Report on pages 15 to 18.
Approved by the Board on 18 May 2022 and signed on its behalf by:
Julian Baines
Non-executive Chairman
26
Verici Dx plc
Report of the audit of the financial statements
for the year ended 31 December 2021
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF VERICI DX PLC
Opinion
We have audited the financial statements of Verici Dx plc (the “parent company”) and its subsidiary (the “group”) for
the year ended 31 December 2021 which comprise the Statement of Consolidated Profit or Loss and Other
Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated and
Company Statements of Cash Flows in Equity, the Consolidated and Company Statement of Changes in Equity and
notes to the financial statements, including a summary of 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 (IFRSs). 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:
•
•
•
•
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 December 2021 and of the group’s loss for the year then ended;
the group financial statements have been properly prepared in accordance with UK adopted International
Accounting Standards;
the parent company financial statements have been properly prepared in accordance with Financial
Reporting Standard 101 Reduced Disclosures Framework (United Kingdom Generally Accepted
Accounting Practice); and
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 and the company in accordance with the
ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical
Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ 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 and the Parent Company’s ability to continue to adopt the going concern basis of accounting included
the following procedures:
The going concern assessment period used by the Directors was at least 12 months from the date of the approval of
the financial statements. We assessed the appropriateness of the approach, assumptions and arithmetic accuracy
of the model used by management when performing their going concern assessment.
27
Verici Dx plc
Report of the audit of the financial statements
for the year ended 31 December 2021 (continued)
We evaluated the Directors’ assessment of the Group’s ability to continue as a going concern, including challenging
the underlying data and key assumptions used to make the assessment. Additionally, we reviewed and challenged
the results of management’s stress testing, to assess the reasonableness of economic assumptions on the Group’s
solvency and liquidity position.
Further details of the Directors’ assessment of going concern is provided in Note 2.
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 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 $350,000 based on 5% of the expected loss before tax at the planning stage. We did not consider it necessary
subsequently to amend our assessment. Profit or loss before tax is a generally accepted auditing benchmark.
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 is 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. We determined the group performance materiality to be $245,000.
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 $17,500. Errors below that
threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.
The parent company materiality was assessed as $240,000 based on approximately 1% of total assets at the
planning stage. Performance materiality was set at $168,000. Parent company triviality was $12,000.
Overview of the scope of our audit
The company’s operations are based in the UK and the USA. In view of the early stage of development of the group’s
business activities the audit team performed a full scope audit on the group from the UK as a single component.
28
Verici Dx plc
Report of the audit of the financial statements
for the year ended 31 December 2021 (continued)
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including 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
There were no matters which we consider should be separately reported as key audit matters.
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 matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
•
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
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 company and its 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:
• adequate accounting records have not been kept by the company, or returns adequate for our audit have not
been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
•
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
29
Verici Dx plc
Report of the audit of the financial statements
for the year ended 31 December 2021 (continued)
Responsibilities of the Directors for the financial statements
As explained more fully in the Directors’ responsibilities statement, 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 company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the company or to cease operations, or have no realistic
alternative but to do so.
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:
We obtained an understanding of the legal and regulatory frameworks within which the company 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 the Companies Act 2006 and
taxation legislation. Technical, clinical or regulatory laws and regulations which are inherent risks in drug development
are mitigated and managed by the Board and management in conjunction with expert regulatory consultants in order
to monitor the latest regulations and planned changes to the regulatory environment.
We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to
be the override of controls by management. Our audit procedures to respond to these risks included enquiries of
management about their own identification and assessment of the risks of irregularities, sample testing on the
posting of journals and reviewing accounting estimates for biases.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some
material misstatements in the financial statements, even though we have properly planned and performed our audit
in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be
expected to detect non-compliance with all laws and regulations.
These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may
involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions,
collusion or the provision of intentional misrepresentations.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s
report.
30
Verici Dx plc
Report of the audit of the financial statements
for the year ended 31 December 2021 (continued)
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.
Stephen Bullock
(Senior Statutory Auditor)
for and on behalf of Crowe U.K. LLP Statutory Auditor, London
18.May 2022
31
Verici Dx plc
Consolidated statement of profit or loss and other comprehensive income
for the year ended 31 December 2021
Administrative expenses
Depreciation and amortisation
Exceptional expense – share based payments
Exceptional expense – costs of listing
Loss from operations
Finance expense
Loss before tax
Tax expense
Note
5
19
Year to
31 December
2021
US$
Period
22 April to
31 December
2020
US$
(7,151,244)
(437,756)
(740,829)
-
_________
(1,402,926)
(192,235)
(2,794,625)
(275,508)
_________
(8,329,829)
(4,665,294)
9
-
_________
(69,713)
_________
(8,329,829)
(4,735,007)
10
-
_________
-
_________
Loss from continuing operations
(8,329,829)
(4,735,007)
Other comprehensive income:
Exchange gains arising on translation of foreign operations
Loss and total comprehensive income attributable to the
owners of the Company
Earnings per share attributable to the
ordinary equity holders of the parent
11
Loss per share
Basic and diluted (US$
(50,002)
_________
1,028,907
_________
(8,379,831)
_________
(3,706,100)
_________
($0.059)
_________
($0.0546)
_________
The results reflected above relate to continuing operations
The notes on pages 41 to 62 form part of these financial statements.
32
Verici Dx plc
Consolidated statement of financial position
as at 31 December 2021
Assets
Current assets
Trade and other receivables
Cash and cash equivalents
Non-current assets
Property, plant and equipment
Intangible assets
Total assets
Liabilities
Current liabilities
Trade and other payables
NET ASSETS
Issued capital and reserves attributable to
owners of the parent
Share capital
Share premium reserve
Share-based payments reserve
Foreign exchange reserve
Retained earnings
TOTAL EQUITY
Note
2021
US$
2020
US$
15
12
13
655,847
10,339,788
_________
323,224
17,751,087
_________
10,995,635
_________
18,074,311
_________
785,736
2,007,623
_________
464,042
1,767,424
_________
2,793,359
_________
2,231,466
_________
13,788,994
_________
20,305,777
_________
16
1,804,109
_________
681,890
_________
11,984,885
_________
19,623,887
_________
17
18
18
181,614
20,353,748
3,535,454
978,905
(13,064,836)
_________
181,614
20,353,748
2,794,625
1,028,907
(4,735,007)
_________
11,984,885
_________
19,623,887
_________
The financial statements on pages 32 to 62 were approved and authorised for issue by the Board of Directors on 18
May 2022 and were signed on its behalf by:
Julian Baines - Director
Sara Barrington - Director
Company Number 12567827
The notes on pages 41 to 62 form part of these financial statements.
33
Verici Dx plc
Company statement of financial position
as at 31 December 2021
Assets
Current assets
Trade and other receivables
Cash and cash equivalents
Non-current assets
Property, plant and equipment
Intangible assets
Investment in subsidiary undertaking
Total assets
Liabilities
Current liabilities
Trade and other payables
NET ASSETS
Issued capital and reserves attributable to
owners of the parent
Share capital
Share premium reserve
Share-based payments reserve
Foreign exchange reserve
Retained earnings
TOTAL EQUITY
Note
2021
US$
2020
US$
15
12
13
14
8,344,064
10,024,102
_________
1,263,856
17,578,901
_________
18,368,166
_________
18,842,757
_________
249,872
1,566,331
10
_________
441,803
1,651,109
10
_________
1,816,213
_________
2,092,922
_________
20,184,379
_________
20,935,679
_________
16
181,129
_________
187,979
_________
20,003,250
_________
20,747,700
_________
17
18
18
181,614
20,353,748
247,660
867,950
(1,647,722)
_________
181,614
20,353,748
189,523
1,073,823
(1,051,008)
_________
20,003,250
_________
20,747,700
_________
The Company has taken advantage of the exemptions under section 408 of the Companies Act 2006 not to present
the Company profit or loss statement. The loss of the Company for the year ended 31 December 2021 was
US$596,714. The financial statements on pages 32 to 62 were approved and authorised for issue by the Board of
Directors on 18 May 2022 and were signed on its behalf by:
Julian Baines - Director
Sara Barrington - Director
Company Number 12567827
The notes on pages 41 to 62 form part of these financial statements.
34
Verici Dx plc
Consolidated statement of cash flows
for the year ended 31 December 2021
Cash flows from operating activities
Loss from operations
Adjustments for:
Depreciation of property, plant and equipment
Amortisation of intangible fixed assets
Finance expense
Share-based payment expense
Increase in trade and other receivables
Increase in trade and other payables
Settled by Convertible Loan Note
Income taxes paid
Net cash outflow from operating activities
Cash flows from investing activities
Purchases of property, plant and equipment
Purchase of intangibles
Net cash used in investing activities
Cash flows from financing activities
Issue of ordinary shares
Expenses of share issue
Loan repayments
Net cash from financing activities
Net (reduction) / increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Exchange (losses) / gains on cash and cash equivalents
Note
Year to
31 December
2021
US$
Period
22 April to
31 December
2020
US$
23
(8,329,829)
(4,665,294)
295,178
142,578
-
740,829
_________
123,242
68,993
(69,713)
2,794,625
_________
(7,151,244)
(1,748,147)
(330,967)
1,145,7674
-
-
_________
(323,224)
681,890
535,164
-
_________
(6,336,444)
_________
(854,317)
_________
(617,940)
(347,919)
_________
(25,851)
(132,259)
_________
(965,859)
(158,110)
-
-
(73,548)
_________
18,795,500
(959,993)
-
_________
(73,548)
17,835,507
(7,375,851)
17,751,087
(35,448)
_________
16,823,080
-
928,007
_________
Cash and cash equivalents at end of year
4
10,339,788
_________
17,751,087
_________
The notes on pages 41 to 62 form part of these financial statements.
35
Verici Dx plc
Company statement of cash flows
for the year ended 31 December 2021
Cash flows from operating activities
Loss for the period
Adjustments for:
Depreciation of property, plant and equipment
Amortisation of intangible fixed assets
Finance expense
Share-based payment expense
Increase in trade and other receivables
Increase in trade and other payables
Settled by Convertible Loan Note
Income taxes paid
Net cash outflow from operating activities
Cash flows from investing activities
Purchase of intangibles
Net cash used in investing activities
Cash flows from financing activities
Issue of ordinary shares
Expenses of share issue
Loan repayments
Note
Year to
31 December
2021
US$
Period
22 April to
31 December
2020
US$
(596,714)
(981,295)
190,863
123,973
-
58,137
_________
119,630
68,274
(69,713)
189,523
_________
(223,741)
(673,581)
(7,235,782)
18,057
-
-
_________
(1,263,867)
187,979
535,164
-
_________
(7,441,466)
_________
(1,214,305)
_________
(4,337)
_________
(15,225)
_________
(4,337)
(15,225)
-
-
(73,548)
_________
18,795,500
(959,993)
-
_________
Net (outflow) / inflow from financing activities
(73,548)
17,835,507
Net (reduction) / increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Exchange (losses) / gains on cash and cash equivalents
Cash and cash equivalents at end of year
(7,519,351)
17,578,901
(35,448)
_________
16,605,977
-
972,924
_________
4
10,024,102
_________
17,578,901
_________
The notes on pages 41 to 62 form part of these financial statements.
36
1
$
S
U
l
a
t
o
T
y
t
i
u
q
e
,
)
7
0
0
5
3
7
4
(
,
,
7
0
9
8
2
0
1
,
$
S
U
t
n
e
r
a
p
l
a
t
o
T
y
t
i
u
q
e
o
t
f
o
s
r
e
d
o
h
l
l
e
b
a
t
u
b
i
r
t
t
a
$
S
U
i
d
e
n
a
t
e
R
i
s
g
n
n
r
a
e
$
S
U
i
n
g
e
r
o
F
e
v
r
e
s
e
r
e
g
n
a
h
c
x
e
$
S
U
e
l
b
i
t
r
e
v
n
o
C
n
o
i
t
p
o
t
b
e
d
$
S
U
e
v
r
e
s
e
r
t
n
e
m
y
a
p
d
e
s
a
b
-
e
r
a
h
S
$
S
U
e
r
a
h
S
i
m
u
m
e
r
p
$
S
U
e
r
a
h
S
l
a
t
i
p
a
c
1
2
0
2
r
e
b
m
e
c
e
D
1
3
d
e
d
n
e
r
a
e
y
e
h
t
r
o
f
1
-
,
)
7
0
0
5
3
7
4
(
,
,
)
7
0
0
5
3
7
4
(
,
-
-
,
7
0
9
8
2
0
1
,
-
,
7
0
9
8
2
0
1
,
-
-
-
-
-
-
-
-
-
1
-
-
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
,
)
0
0
1
6
0
7
3
(
,
,
)
0
0
1
6
0
7
3
(
,
,
)
7
0
0
5
3
7
4
(
,
,
7
0
9
8
2
0
1
,
-
-
-
-
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
8
3
1
5
6
1
,
8
3
1
5
6
1
,
-
)
9
1
4
4
9
(
,
-
)
9
1
4
4
9
(
,
,
5
2
6
4
9
7
2
,
,
5
2
6
4
9
7
2
,
,
2
4
6
4
6
4
0
2
,
,
2
4
6
4
6
4
0
2
,
-
-
-
-
-
-
-
-
-
-
-
-
8
3
1
,
5
6
1
)
9
1
4
,
4
9
(
)
9
1
7
,
0
7
(
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
,
6
8
9
9
2
3
3
2
,
,
6
8
9
9
2
3
3
2
,
-
-
-
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
,
7
8
8
3
2
6
9
1
,
,
7
8
8
3
2
6
9
1
,
,
)
7
0
0
5
3
7
4
(
,
,
7
0
9
8
2
0
1
,
-
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
-
-
-
-
5
2
6
,
4
9
7
,
2
_
_
_
_
_
_
_
_
_
5
2
6
,
4
9
7
,
2
_
_
_
_
_
_
_
_
_
5
2
6
,
4
9
7
,
2
_
_
_
_
_
_
_
_
_
7
3
-
-
9
1
7
,
0
7
-
-
-
-
9
2
0
,
3
8
2
,
0
2
3
1
6
,
1
8
1
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
8
4
7
,
3
5
3
,
0
2
_
_
_
_
_
_
_
_
_
8
4
7
,
3
5
3
,
0
2
_
_
_
_
_
_
_
_
_
3
1
6
,
1
8
1
_
_
_
_
_
_
_
_
_
4
1
6
,
1
8
1
_
_
_
_
_
_
_
_
_
l
c
p
x
D
i
c
i
r
e
V
y
t
i
u
q
e
n
i
s
e
g
n
a
h
c
f
o
t
n
e
m
e
t
a
t
s
d
e
t
a
d
i
l
o
s
n
o
C
d
o
i
r
e
p
e
h
t
r
o
f
e
m
o
c
n
i
e
v
i
s
n
e
h
e
r
p
m
o
C
i
e
m
o
c
n
I
e
v
s
n
e
h
e
r
p
m
o
c
r
e
h
O
t
s
s
o
L
e
h
t
r
o
f
e
m
o
c
n
I
e
v
i
s
n
e
h
e
r
p
m
o
c
l
a
t
o
T
d
o
i
r
e
p
o
t
s
n
o
i
t
u
b
i
r
t
s
i
d
d
n
a
y
b
s
n
o
i
t
u
b
i
r
t
n
o
C
e
t
o
N
n
a
o
L
e
b
i
t
r
e
v
n
o
C
l
f
o
e
u
s
s
I
l
a
t
i
p
a
c
e
r
a
h
s
f
o
e
u
s
s
I
s
r
e
n
w
o
o
t
n
i
e
t
o
N
n
a
o
L
e
b
i
t
r
e
v
n
o
C
l
i
f
o
n
o
s
r
e
v
n
o
C
s
e
r
a
h
s
0
2
0
2
l
i
r
p
A
2
2
i
n
o
s
r
e
v
n
o
c
g
n
w
o
i
l
l
o
l
f
e
c
n
a
a
b
f
o
r
e
f
s
n
a
r
T
d
n
a
y
b
s
n
o
i
t
u
b
i
r
t
n
o
c
l
a
t
o
T
s
r
e
n
w
o
o
t
s
n
o
i
t
u
b
i
r
t
s
d
i
e
t
o
N
n
a
o
L
e
b
i
t
r
e
v
n
o
C
l
f
o
t
n
e
m
y
a
p
d
e
s
a
b
-
e
r
a
h
S
0
2
0
2
r
e
b
m
e
c
e
D
1
3
$
S
U
l
a
t
o
T
y
t
i
u
q
e
$
S
U
t
n
e
r
a
p
l
a
t
o
T
y
t
i
u
q
e
o
t
f
o
s
r
e
d
o
h
l
l
e
b
a
t
u
b
i
r
t
t
a
$
S
U
i
d
e
n
a
t
e
R
i
s
g
n
n
r
a
e
$
S
U
i
n
g
e
r
o
F
e
v
r
e
s
e
r
e
g
n
a
h
c
x
e
$
S
U
e
l
b
i
t
r
e
v
n
o
C
n
o
i
t
p
o
t
b
e
d
$
S
U
e
v
r
e
s
e
r
t
n
e
m
y
a
p
d
e
s
a
b
-
e
r
a
h
S
$
S
U
e
r
a
h
S
i
m
u
m
e
r
p
$
S
U
e
r
a
h
S
l
a
t
i
p
a
c
)
d
e
u
n
i
t
n
o
c
(
1
2
0
2
r
e
b
m
e
c
e
D
1
3
d
e
d
n
e
r
a
e
y
e
h
t
r
o
f
y
t
i
u
q
e
n
i
s
e
g
n
a
h
c
f
o
t
n
e
m
e
t
a
t
s
d
e
t
a
d
i
l
o
s
n
o
C
l
c
p
x
D
i
c
i
r
e
V
,
7
8
8
3
2
6
9
1
,
,
)
9
2
8
9
2
3
8
(
,
)
2
0
0
0
5
(
,
_
_
_
_
_
_
_
_
_
)
2
0
0
0
5
(
,
_
_
_
_
_
_
_
_
_
,
)
1
3
8
9
7
3
8
(
,
,
)
1
3
8
9
7
3
8
(
,
,
)
9
2
8
9
2
3
8
(
,
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
9
2
8
0
4
7
,
_
_
_
_
_
_
_
_
_
9
2
8
0
4
7
,
_
_
_
_
_
_
_
_
_
-
-
-
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
9
2
8
0
4
7
,
_
_
_
_
_
_
_
_
_
9
2
8
0
4
7
,
_
_
_
_
_
_
_
_
_
-
-
-
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
,
5
8
8
4
8
9
1
1
,
,
5
8
8
4
8
9
1
1
,
,
)
6
3
8
4
6
0
3
1
(
,
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
5
0
9
8
7
9
,
_
_
_
_
_
_
_
_
_
-
_
_
_
_
_
_
_
_
_
8
3
9
2
8
,
0
4
7
_
_
_
_
_
_
_
_
_
9
2
8
,
0
4
7
_
_
_
_
_
_
_
_
_
4
5
4
,
5
3
5
,
3
_
_
_
_
_
_
_
_
_
-
-
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
-
-
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
8
4
7
,
3
5
3
,
0
2
_
_
_
_
_
_
_
_
_
4
1
6
,
1
8
1
_
_
_
_
_
_
_
_
_
-
,
)
9
2
8
9
2
3
8
(
,
-
)
2
0
0
0
5
(
,
-
-
-
-
-
-
,
)
9
2
8
9
2
3
8
(
,
)
2
0
0
0
5
(
,
-
-
-
-
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
-
-
-
d
o
i
r
e
p
e
h
t
r
o
f
e
m
o
c
n
i
e
v
i
s
n
e
h
e
r
p
m
o
C
i
e
m
o
c
n
I
e
v
s
n
e
h
e
r
p
m
o
c
r
e
h
O
t
s
s
o
L
e
h
t
r
o
f
e
m
o
c
n
I
e
v
i
s
n
e
h
e
r
p
m
o
c
l
a
t
o
T
d
o
i
r
e
p
o
t
s
n
o
i
t
u
b
i
r
t
s
i
d
d
n
a
y
b
s
n
o
i
t
u
b
i
r
t
n
o
C
t
n
e
m
y
a
p
d
e
s
a
b
-
e
r
a
h
S
s
r
e
n
w
o
d
n
a
y
b
s
n
o
i
t
u
b
i
r
t
n
o
c
l
a
t
o
T
s
r
e
n
w
o
o
t
s
n
o
i
t
u
b
i
r
t
s
d
i
1
2
0
2
r
e
b
m
e
c
e
D
1
3
,
7
8
8
3
2
6
9
1
,
,
)
7
0
0
5
3
7
4
(
,
,
7
0
9
8
2
0
1
,
5
2
6
,
4
9
7
,
2
8
4
7
,
3
5
3
,
0
2
4
1
6
,
1
8
1
1
2
0
2
y
r
a
u
n
a
J
1
1
$
S
U
l
a
t
o
T
y
t
i
u
q
e
,
)
8
0
0
1
5
0
1
(
,
,
3
2
8
3
7
0
1
,
$
S
U
t
n
e
r
a
p
l
a
t
o
T
y
t
i
u
q
e
o
t
f
o
s
r
e
d
o
h
l
l
e
b
a
t
u
b
i
r
t
t
a
$
S
U
i
d
e
n
a
t
e
R
i
s
g
n
n
r
a
e
$
S
U
i
n
g
e
r
o
F
e
v
r
e
s
e
r
e
g
n
a
h
c
x
e
$
S
U
e
l
b
i
t
r
e
v
n
o
C
n
o
i
t
p
o
t
b
e
d
$
S
U
e
v
r
e
s
e
r
t
n
e
m
y
a
p
d
e
s
a
b
-
e
r
a
h
S
$
S
U
e
r
a
h
S
i
m
u
m
e
r
p
$
S
U
e
r
a
h
S
l
a
t
i
p
a
c
l
c
p
x
D
i
c
i
r
e
V
y
t
i
u
q
e
n
i
s
e
g
n
a
h
c
f
o
t
n
e
m
e
t
a
t
s
y
n
a
p
m
o
C
1
2
0
2
r
e
b
m
e
c
e
D
1
3
d
e
d
n
e
r
a
e
y
e
h
t
r
o
f
1
-
,
)
8
0
0
1
5
0
1
(
,
,
)
8
0
0
1
5
0
1
(
,
-
-
,
3
2
8
3
7
0
1
,
-
,
3
2
8
3
7
0
1
,
-
-
-
-
-
-
-
-
-
1
-
-
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
5
1
8
2
2
,
_
_
_
_
_
_
_
_
_
5
1
8
2
2
,
_
_
_
_
_
_
_
_
_
,
)
8
0
0
1
5
0
1
(
,
,
3
2
8
3
7
0
1
,
-
-
-
-
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
,
2
4
6
4
6
4
0
2
,
,
2
4
6
4
6
4
0
2
,
8
3
1
5
6
1
,
8
3
1
5
6
1
,
-
)
9
1
4
4
9
(
,
-
)
9
1
4
4
9
(
,
3
2
5
9
8
1
,
_
_
_
_
_
_
_
_
_
3
2
5
9
8
1
,
_
_
_
_
_
_
_
_
_
,
4
8
8
4
2
7
0
2
,
,
4
8
8
4
2
7
0
2
,
-
-
-
-
-
-
-
-
-
-
-
-
8
3
1
,
5
6
1
)
9
1
4
,
4
9
(
)
9
1
7
,
0
7
(
-
-
-
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
,
0
0
7
7
4
7
0
2
,
,
0
0
7
7
4
7
0
2
,
,
)
8
0
0
1
5
0
1
(
,
,
3
2
8
3
7
0
1
,
-
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
-
-
-
-
3
2
5
,
9
8
1
_
_
_
_
_
_
_
_
_
3
2
5
,
9
8
1
_
_
_
_
_
_
_
_
_
3
2
5
,
9
8
1
_
_
_
_
_
_
_
_
_
9
3
-
-
-
9
1
7
,
0
7
-
-
-
-
9
2
0
,
3
8
2
,
0
2
3
1
6
,
1
8
1
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
8
4
7
,
3
5
3
,
0
2
_
_
_
_
_
_
_
_
_
8
4
7
,
3
5
3
,
0
2
_
_
_
_
_
_
_
_
_
3
1
6
,
1
8
1
_
_
_
_
_
_
_
_
_
4
1
6
,
1
8
1
_
_
_
_
_
_
_
_
_
d
o
i
r
e
p
e
h
t
r
o
f
e
m
o
c
n
i
e
v
i
s
n
e
h
e
r
p
m
o
C
i
e
m
o
c
n
I
e
v
s
n
e
h
e
r
p
m
o
c
r
e
h
O
t
s
s
o
L
e
h
t
r
o
f
e
m
o
c
n
I
e
v
i
s
n
e
h
e
r
p
m
o
c
l
a
t
o
T
d
o
i
r
e
p
o
t
s
n
o
i
t
u
b
i
r
t
s
i
d
d
n
a
y
b
s
n
o
i
t
u
b
i
r
t
n
o
C
e
t
o
N
n
a
o
L
e
b
i
t
r
e
v
n
o
C
l
f
o
e
u
s
s
I
l
a
t
i
p
a
c
e
r
a
h
s
f
o
e
u
s
s
I
s
r
e
n
w
o
o
t
n
i
e
t
o
N
n
a
o
L
e
b
i
t
r
e
v
n
o
C
l
i
f
o
n
o
s
r
e
v
n
o
C
s
e
r
a
h
s
0
2
0
2
l
i
r
p
A
2
2
i
n
o
s
r
e
v
n
o
c
g
n
w
o
i
l
l
o
l
f
e
c
n
a
a
b
f
o
r
e
f
s
n
a
r
T
d
n
a
y
b
s
n
o
i
t
u
b
i
r
t
n
o
c
l
a
t
o
T
s
r
e
n
w
o
o
t
s
n
o
i
t
u
b
i
r
t
s
d
i
e
t
o
N
n
a
o
L
e
b
i
t
r
e
v
n
o
C
l
f
o
t
n
e
m
y
a
p
d
e
s
a
b
-
e
r
a
h
S
0
2
0
2
r
e
b
m
e
c
e
D
1
3
$
S
U
l
a
t
o
T
y
t
i
u
q
e
$
S
U
t
n
e
r
a
p
l
a
t
o
T
y
t
i
u
q
e
o
t
f
o
s
r
e
d
o
h
l
l
e
b
a
t
u
b
i
r
t
t
a
$
S
U
i
d
e
n
a
t
e
R
i
s
g
n
n
r
a
e
$
S
U
i
n
g
e
r
o
F
e
v
r
e
s
e
r
e
g
n
a
h
c
x
e
$
S
U
e
l
b
i
t
r
e
v
n
o
C
n
o
i
t
p
o
t
b
e
d
$
S
U
e
v
r
e
s
e
r
t
n
e
m
y
a
p
d
e
s
a
b
-
e
r
a
h
S
$
S
U
e
r
a
h
S
i
m
u
m
e
r
p
$
S
U
e
r
a
h
S
l
a
t
i
p
a
c
l
c
p
x
D
i
c
i
r
e
V
y
t
i
u
q
e
n
i
s
e
g
n
a
h
c
f
o
t
n
e
m
e
t
a
t
s
y
n
a
p
m
o
C
)
d
e
u
n
i
t
n
o
c
(
1
2
0
2
r
e
b
m
e
c
e
D
1
3
d
e
d
n
e
r
a
e
y
e
h
t
r
o
f
)
4
1
7
6
9
5
(
,
)
3
7
8
5
0
2
(
,
)
4
1
7
6
9
5
(
,
)
3
7
8
5
0
2
(
,
,
0
0
7
7
4
7
0
2
,
,
0
0
7
7
4
7
0
2
,
-
)
4
1
7
6
9
5
(
,
-
,
)
8
0
0
1
5
0
1
(
,
,
3
2
8
3
7
0
1
,
)
3
7
8
5
0
2
(
,
_
_
_
_
_
_
_
_
_
-
-
-
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
)
7
8
9
5
9
7
(
,
_
_
_
_
_
_
_
_
_
)
7
8
9
5
9
7
(
,
_
_
_
_
_
_
_
_
_
)
4
1
7
6
9
5
(
,
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
-
-
-
-
7
3
1
8
5
,
_
_
_
_
_
_
_
_
_
7
3
1
8
5
,
_
_
_
_
_
_
_
_
_
7
3
1
8
5
,
7
3
1
8
5
,
-
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
7
3
1
8
5
,
_
_
_
_
_
_
_
_
_
7
3
1
8
5
,
_
_
_
_
_
_
_
_
_
7
3
1
8
5
,
7
3
1
8
5
,
-
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
,
0
5
2
3
0
0
0
2
,
,
0
5
2
3
0
0
0
2
,
,
)
2
2
7
7
4
6
1
(
,
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
0
5
9
7
6
8
,
_
_
_
_
_
_
_
_
_
-
_
_
_
_
_
_
_
_
_
0
4
7
3
1
,
8
5
_
_
_
_
_
_
_
_
_
7
3
1
,
8
5
_
_
_
_
_
_
_
_
_
0
6
6
,
7
4
2
_
_
_
_
_
_
_
_
_
-
-
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
-
-
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
_
8
4
7
,
3
5
3
,
0
2
_
_
_
_
_
_
_
_
_
4
1
6
,
1
8
1
_
_
_
_
_
_
_
_
_
-
-
-
-
-
-
3
2
5
,
9
8
1
8
4
7
,
3
5
3
,
0
2
4
1
6
,
1
8
1
1
2
0
2
y
r
a
u
n
a
J
1
d
o
i
r
e
p
e
h
t
r
o
f
e
m
o
c
n
i
e
v
i
s
n
e
h
e
r
p
m
o
C
i
e
m
o
c
n
I
e
v
s
n
e
h
e
r
p
m
o
c
r
e
h
O
t
s
s
o
L
e
h
t
r
o
f
e
m
o
c
n
I
e
v
i
s
n
e
h
e
r
p
m
o
c
l
a
t
o
T
d
o
i
r
e
p
o
t
s
n
o
i
t
u
b
i
r
t
s
i
d
d
n
a
y
b
s
n
o
i
t
u
b
i
r
t
n
o
C
t
n
e
m
y
a
p
d
e
s
a
b
-
e
r
a
h
S
s
r
e
n
w
o
d
n
a
y
b
s
n
o
i
t
u
b
i
r
t
n
o
c
l
a
t
o
T
s
r
e
n
w
o
o
t
s
n
o
i
t
u
b
i
r
t
s
d
i
1
2
0
2
r
e
b
m
e
c
e
D
1
3
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021
1 General information
The principal activity of Verici Dx plc (the “Company”) is the development of prognostic and diagnostic tests for
kidney transplant patients.
The Company is a public limited company incorporated in England and Wales and domiciled in the UK. The
address of the registered office is Avon House, 19 Stanwell Road, Penarth, Cardiff CF64 2EZ and the company
number is 12567827.
The Company was incorporated as Verici Dx Limited on 22 April 2020 as a private company and on 9 September
2020 the Company was re-registered as a public company and changed its name to Verici Dx plc.
2
Summary of significant accounting policies
The principal accounting policies adopted in the preparation of the historical financial information of the
Company, which have been applied consistently to the period presented, are set out below:
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards
as adopted by the UK in conformity with the Companies Act 2006. The financial statements of the Company for
the year ended 31 December 2021 are prepared in accordance with applicable law and UK Accounting Practice,
included FRS 101 “Reduced Disclosure Framework”.
The functional currency and the presentational currency of the Company is United States dollars (“USD” or
“US$”) as this is the currency of the primary economic environment that the Company operates in.
New standards are not expected to impact the Company or Group as they are either not relevant to the
Company's or Group’s activities or require accounting which is consistent with the Company's and Group’s
current accounting policies. The Directors have considered those standards and interpretations which have not
been applied in these financial statements but which are relevant to the Company's or Group’s operations that
are in issue but not yet effective and do not consider that they will have a material effect on the future results of
the Company or Group.
Other
The Group does not expect any other standards issued by the IASB, but not yet effective, to have a material
impact on the group.
Measurement convention
The financial information has been prepared under the historical cost convention. Historical cost is generally
based on the fair value of the consideration given in exchange for assets.
The preparation of the financial information in compliance with IFRS requires the use of certain critical
accounting estimates and management judgements in applying the accounting policies. The significant
estimates and judgements that have been made and their effect is disclosed in note 3.
Basis of consolidation
Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an
investee if all three of the following elements are present: power over the investee, exposure to variable returns
from the investee, and the ability of the investor to use its power to affect those variable returns. Control is
reassessed whenever facts and circumstances indicate that there may be a change in any of these elements
of control.
41
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
2
Summary of significant accounting policies (continued)
Basis of consolidation (continued)
The consolidated financial statements present the results of the Company and its subsidiaries ("the Group") as
if they formed a single entity. Intercompany transactions and balances between group companies are therefore
eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the acquisition
method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent
liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations
are included in the consolidated statement of profit or loss and other comprehensive income from the date on
which control is obtained. They are deconsolidated from the date on which control ceases.
Going concern
The Group is in the development phase of its business and has not generated any revenues. At 31 December
2021 the Group has available cash resources of $10,339,788. Subsequent to the year end on 11 March 2022
the Company closed a funding raising GBP10.0m before expenses by the issue of 28,571,429 new shares.
The Board has considered the impact of the ongoing COVID-19 pandemic. There has been minimal impact on
the Company to date. Given the impact of COVID-19 in the economy generally, the Board has performed a
number of stress tests to assess the ability of the Company to continue as a going concern.
The Directors have prepared cash flow forecasts for the Group for a review period of 12 months from the date
of approval of this historical financial information. These forecasts reflect an assessment of current and future
market conditions and their impact on the Company’s future cash flow performance.
The forecasts have been sensitised for additional costs which may be incurred in the review period. In the
sensitised scenario, the forecasts indicate the Company would still have sufficient cash to continue as a going
concern.
Having considered the points above, the Directors remain confident in the long-term future prospects for the
Group, and their ability to continue as a going concern for the foreseeable future. They therefore adopt the going
concern basis in preparing the historical financial information of the Group.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
Current tax payable is based on taxable profit for the year. Taxable profit differs from net profits as reported in
the income statement because it excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax
is calculated using tax rates that have been enacted or substantially enacted by the reporting end date.
42
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
2
Summary of significant accounting policies (continued)
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying
amounts of assets and liabilities in the historical financial information and the corresponding tax bases used in
the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax
liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised
to the extent that it is probable that taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if the temporary differences arises
from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the
tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability
is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current
tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax
authority.
Share-based payments
Where equity settled share options are awarded to employees, the fair value of the options at the date of grant
is charged to the consolidated statement of comprehensive income over the vesting period. Non-market vesting
conditions are taken into account by adjusting the number of equity instruments expected to vest at each
reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the
number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into
the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made
irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for
failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.
Where equity instruments are granted to persons other than employees, the consolidated statement of
comprehensive income is charged with the fair value of goods and services received.
Foreign currency translation
a) Function and presentational currency
Items included in the financial statements of the Group are measured using USD, the currency of the primary
economic environment in which the entity operates (‘the functional currency’), which is also the Company’s
presentation currency.
b) Transactions and balances
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 translation at year-end exchange rates, of monetary assets and liabilities denominated
in foreign currencies to USD, are recognised in the income statement.
43
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
2
Summary of significant accounting policies (continued)
Intangible assets
Intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses.
Patents are recognised at fair value at the acquisition date. Patents have a finite useful life and are subsequently
carried at cost less accumulated amortisation and impairment losses.
The Company amortises intangible assets with a limited useful life on a straight-line basis. The following rates
are applied:
Licence and patents - the shorter of the remaining life of the license and 15 years
Tangible assets
Tangible fixed assets are stated at cost net of accumulated depreciation and accumulated impairment losses.
Costs comprise purchase costs together with any incidental costs of acquisition.
Depreciation is provided to write down the cost less the estimated residual value of all tangible fixed assets by
equal instalments over their estimated useful economic lives on a straight-line basis. The following rates are
applied:
Plant and machinery – 3 years
The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if
appropriate, if there is an indication of a significant change since the last reporting date. Low value equipment
including computers is expensed as incurred.
Impairment of tangible and intangible assets
At each reporting end date, the Company reviews the carrying amounts of its tangible and intangible assets to
determine whether there is any indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the
Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which the
estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount,
the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment
loss is recognised immediately in profit and loss, unless the relevant asset is carried at a revalued amount, in
which case the impairment loss is treated as a revaluation decrease.
Where an impairment subsequently reverses, the carrying amount of the asset (or cash-generating unit) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been recognised for the
asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in
profit and loss.
44
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
2
Summary of significant accounting policies (continued)
Financial instruments
The Company classifies financial instruments, or their component parts, on initial recognition as a financial
asset, a financial liability or an equity instrument in accordance with the substance of the contractual
arrangement. Financial assets and financial liabilities are recognised on the statement of financial position when
the Company becomes a party to the contractual provisions of the instrument.
a) Financial assets
Financial assets are classified, at initial recognition, at amortised cost or carrying value. The classification of
financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and
the Company’s business model for managing them.
The classification depends on the purpose for which the financial assets were acquired. Management
determines the classification of its financial assets at initial recognition and re-evaluates this classification at
every reporting date.
As at the reporting date, the Company did not have any financial assets subsequently measured at fair value.
b) Financial liabilities
All financial liabilities are initially measured at fair value and, in the case of loans and borrowings, net of directly
attributable transaction costs. They are subsequently measured at amortised cost, where applicable, using the
effective interest method, with interest expense recognised on an effective yield basis.
c) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and deposits with a maturity of less than three months at
balance sheet date.
Provisions
A provision is recognised in the statement of financial position when the Group has a present legal or
constructive obligation as a result of a past event, that can be reliably measured, and it is probably that an
outflow of economic benefits will be required to the settle the obligation. Provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects risks specific to the liability.
Financing expenses
Financing expenses comprise interest payable and finance charges on shares classified as liabilities. Foreign
exchange gains and losses arising on foreign currency transactions are reported within administrative expenses
in the statement of comprehensive income.
Interest payable is recognised in the statement of comprehensive income as it accrues, using the effective
interest method.
Exceptional items
Items considered of such significance to enable the reader to better understand the results for the year are
presented separately as exceptional items on the face of the statement of comprehensive income.
45
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
2
Summary of significant accounting policies (continued)
Operating segments
The directors are of the opinion that the business of the Group comprises a single activity, that of the
development of prognostic and diagnostic tests for kidney transplant patients. Consequently, all activities relate
to this segment.
All the non-current assets of the Company are located in, or primarily relate to, the USA
3
Judgements and key sources of estimation uncertainty
The preparation of the Company’s historical financial information under UK IFRS requires the Directors to
make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities. Estimates and judgements are continually evaluated and are based on
historical experience and other factors including expectations of future events that are believed to be
reasonable under the circumstances. Actual results may differ from these estimates.
The Directors consider that the following estimates and judgements are likely to have the most significant
effect on the amounts recognised in the financial information.
Carrying value of intangible assets, property, plant and equipment
In determining whether there are indicators of impairment of the Company’s intangible assets, the Directors
take into consideration various factors including the economic viability and expected future financial
performance of the asset and when it relates to the intangible assets arising on a business combination, the
expected future performance of the business acquired.
4
Financial instruments - Risk Management
The Group is exposed through its operations to the following financial risks:
- Credit risk
- Foreign exchange risk
-
Liquidity risk and
- Capital disclosures
The Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's
objectives, policies and processes for managing those risks and the methods used to measure them. Further
quantitative information in respect of these risks is presented throughout these financial statements.
(i) Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
- Cash and cash equivalents
- Trade and other payables
46
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
4
Financial instruments - Risk Management (continued)
Principal financial instruments (continued)
(ii) Financial instruments by category
Financial asset
Cash and cash equivalents
Trade and other receivables
Total financial assets
Financial liabilities
Group
Amortised
cost
2021
US$
10,339,788
610,944
_________
Company
Amortised
cost
2021
US$
10,024,102
117,780
_________
Group
Amortised
cost
2020
US$
17,751,087
323,224
_________
Company
Amortised
cost
2020
US$
17,578,901
236,508
_________
10,950,732
_________
10,141,882
_________
18,074,311
_________
17,815,409
_________
Group
Amortised
cost
2021
US$
Company
Amortised
cost
2021
US$
Group
Amortised
cost
2020
US$
Company
Amortised
cost
2020
US$
Trade and other payables and loan
1,754,109
_________
131,129
_________
681,890
_________
187,979
_________
Total financial liabilities
1,754,109
_________
131,129
_________
681,890
_________
187,979
_________
(iii) Financial instruments not measured at fair value
Financial instruments not measured at fair value includes cash and cash equivalents, trade and other
receivables, and trade and other payables.
Due to their short-term nature, the carrying value of cash and cash equivalents, trade and other receivables,
and trade and other payables approximates their fair value.
47
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
4
Financial instruments - Risk Management (continued)
(iv) Financial instruments measured at fair value
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group's risk management objectives and
policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and
operating processes that ensure the effective implementation of the objectives and policies to the Group's
finance function.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly
affecting the Group's competitiveness and flexibility. Further details regarding these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations. Due to the absence of revenue, the Group’s exposure to credit risk is on cash
at bank. The Company only deposits cash with major banks with high quality credit standing for amounts in
excess of US$500,000.
Cash in bank and short-term deposits
The credit quality of cash has been assessed by reference to external credit rating, based on Standard and
Poor’s long-term / senior issuer rating:
Bank A
Bank B
Bank A
Bank B
Group
2021
Cash
at bank
US$
10,024,102
315,686
_________
10,339,788
_________
Group
2020
Cash
at bank
US$
17,578,901
172,186
_________
17,751,087
_________
Company
2021
Rating
A+
Company
2020
Rating
A+
Company
2021
Cash
at bank
US$
10,024,102
-
_________
10,024,102
_________
Company
2020
Cash
at bank
US$
17,578,901
-
_________
17,578,901
_________
Group
2021
Rating
A+
Group
2020
Rating
A+
48
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
4
Financial instruments - Risk Management (continued)
Foreign exchange risk
Foreign exchange risk arises when individual Group entities enter into transactions denominated in a currency
other than their functional currency. The Group's policy is, where possible, to allow group entities to settle
liabilities denominated in their functional currency. In the period before commercial revenues US dollars are
transferred from the Company to its US subsidiary to enable it to meet its local obligations. Currently the Group’s
liabilities are either US dollar or UK sterling. No forward contracts or other financial instruments are entered
into to hedge foreign exchange movements, with funds being transferred from the Company to its US subsidiary
using spot rates.
As at 31 December 2021 assets held in Sterling amounted to US$3,538,160 (2020 - US$15,844,022) and
liabilities held in Sterling amounted to US$131,129 (2020 - US$187,979).
The effect of a 5% strengthening of the Sterling against US dollar at the reporting date on the Sterling
denominated net assets carried at that date would, all other variables held constant, have resulted in a decrease
in post-tax loss for the period and increase of net assets of US$170,351 (2020 – US$782,802). A 5% weakening
in the exchange rate would, on the same basis, have increased post-tax loss and decreased net assets by
US$170,351 (2020 – US$782,802).
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
This risk is managed by the production of rolling cash flow projections. The Group’s continued future operations
depend on its ability to raise sufficient working capital through the issue of share capital and generating revenue.
The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of
financial liabilities which can all be met from the cash resources currently available:
Group
At 31 December 2021
Trade and other payables
Total
Company
At 31 December 2021
Trade and other payables
Total
Up to 3
months
US$
Between
3 and 12
months
US$
159,534
_________
-
_________
159,534
_________
-
_________
Up to 3
months
US$
Between
3 and 12
months
US$
16,112
_________
-
_________
16,112
_________
-
_________
49
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
4
Financial instruments - Risk Management (continued)
Group
At 31 December 2020
Trade and other payables
Loan
Total
Company
At 31 December 2020
Trade and other payables
Loan
Total
Capital Disclosures
Up to 3
months
US$
Between
3 and 12
months
US$
394,331
73,548
_________
-
-
_________
467,879
_________
-
_________
Up to 3
months
US$
Between
3 and 12
months
US$
44,912
73,548
_________
-
-
_________
118,460
_________
-
_________
The Group monitors "adjusted capital" which comprises all components of equity (i.e. share capital, share
premium, and accumulated losses).
The Group's objectives when maintaining capital are to safeguard the entity's ability to continue as a going
concern.
5
Expenses by nature
Year to
31 December
2021
US$
Period
22 April to
31 December
2020
US$
2,393,384
295,178
142,578
2,809,435
250,000
921,270
309,067
(182,010)
1,390,927
2,852,641
123,242
68,993
355,107
-
553,454
200,836
159,538
75,975
Employee benefit expenses (see note 7)
Depreciation of property, plant and equipment
Amortisation of intangible assets
Research and development costs
Licenses
Professional costs
Share-based payment expense for non-employees
Foreign exchange (gain) / losses
Other costs
50
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
6
Auditors’ remuneration
During the year the Group obtained the following services from the Company’s auditor:
Fees payable to the Company’s auditor for the audit of the parent
Company and consolidated financial statements
Fees payable to the Company’s auditor for other services:
Tax advisory and compliance services
Service for finance related transactions
Total
7
Employee benefit expenses
Employee benefit expenses (including directors) comprise:
Wages and salaries
Benefits
Share-based payment expense (note 19)
Social security contributions and similar taxes
Pension contributions
Year to
31 December
2021
US$
Period
22 April to
31 December
2020
US$
43,270
47,049
818
-
_________
6,933
57,024
_________
44,088
_________
111,006
_________
Year to
31 December
2021
US$
Period
22 April to
31 December
2020
US$
1,658,314
142,829
431,762
103,970
56,509
_________
244,848
9,223
2,593,789
4,781
-
_________
2,393,384
_________
2,852,641
_________
Key management personnel compensation
Key management personnel are those persons having authority and responsibility for planning, directing and
controlling the activities of the Group, including the Directors of the Company.
Salary
Share based payment expense
Year to
31 December
2021
US$
Period
22 April to
31 December
2020
US$
560,040
-
_________
121,421
2,577,826
_________
560,040
_________
2,699,247
_________
The average number of employees (including Directors) in the Group in the period was 13 (2020 – 8).
51
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
8
Segment information
The Group has one division being the development of prognostic and diagnostic tests for kidney transplant
patients.
9
Finance expense
Finance expense
Interest expense on Convertible Loan Note
Loan interest
Total finance expense
10 Tax expense
Current tax expense
Current tax on loss for the period
Total current tax
Deferred tax asset
On losses generated in the period
Year to
31 December
2021
US$
Period
22 April to
31 December
2020
US$
-
-
_________
68,807
906
_________
-
_________
69,713
_________
Year to
31 December
2021
US$
Period
22 April to
31 December
2020
US$
-
_________
-
_________
-
-
-
_________
-
_________
-
_________
-
_________
52
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
10 Tax expense (continued)
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation
tax in the United Kingdom applied to profits for the year are as follows:
Loss for the period
Tax using the Company’s domestic tax rate of 19%
Expenses not deductible for tax purposes
Accelerated capital allowances
Unrecognised deferred tax assets
Different tax rates applied in overseas jurisdictions
Total tax expense
Year to
31 December
2021
US$
Period
22 April to
31 December
2020
US$
(8,329,829)
_________
(4,735,007)
_________
(1,582,668)
58,475
(143,521)
2,327,906
(660,192)
_________
(899,651)
41,987
-
931,344
(73,680)
_________
-
_________
-
_________
The unrecognised deferred tax relates to two elements: the unrecognised deferred tax arising on share-based
payments of US$198,786 (2020 - US$583,081) and unrecognised deferred tax on taxable losses of
US$2,129,120 (2020 - US$348,263). Total taxable losses carried forward are US$9,256,260 (2020 -
US$1,490,633). No deferred tax asset is recognised for these losses due to early stage in the development of
the Group’s activities. The losses do not expire but can only be used against trading profits from the same trade.
11 Earnings per share
Numerator
Year to
31 December
2021
Total
US$
Period
22 April to
31 December
2020
Total
US$
Loss for the period used in basic EPS
(8,329,829)
(4,735,007)
Denominator
Weighted average number of ordinary shares used in basic EPS
141,747,816
86,728,156
Resulting loss per share
(US$0.059)
(US$0.0546)
The Company has one category of dilutive potential ordinary share, being share options (see note 19). The
potential shares were not dilutive in the period as the Group made a loss per share in line with IAS 33.
53
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
12 Tangible assets
Group
Cost or valuation
At 22 April 2020
Additions
Acquired business assets (Note 23)
Foreign exchange movements
At 31 December 2020
Additions
Foreign exchange movements
At 31 December 2021
Accumulated depreciation and impairment
At 22 April 2020
Depreciation
Foreign exchange movements
At 31 December 2020
Depreciation
Foreign exchange movements
At 31 December 2021
Net book value
At 31 December 2021
At 31 December 2020
Plant &
machinery
US$
Total
US$
25,851
531,484
36,565
_________
593,900
617,940
(5,826)
_________
25,851
531,484
36,565
_________
593,900
617,940
(5,826)
_________
1,206,014
_________
1,206,014
_________
(123,242)
(6,616)
_________
(123,242)
(6,616)
_________
(129,858)
(295,178)
4,758
_________
(129,858)
(295,178)
4,758
_________
(420,278)
_________
(420,278)
_________
785,736
_________
785,736
_________
464,042
_________
464,042
_________
54
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
12 Tangible assets (continued)
Company
Cost or valuation
At 22 April 2020
Additions
Acquired business assets (Note 23)
Foreign exchange movements
At 31 December 2020
Additions
Foreign exchange movements
At 31 December 2021
Accumulated depreciation and impairment
At 22 April 2020
Depreciation
Foreign exchange movements
At 31 December 2020
Depreciation
Foreign exchange movements
At 31 December 2021
Net book value
At 31 December 2021
At 31 December 2020
Plant &
machinery
US$
Total
US$
-
531,484
36,565
_________
568,049
-
(5,826)
_________
-
531,484
36,565
_________
568,049
-
(5,826)
_________
562,223
_________
562,223
_________
(119,630)
(6,616)
_________
(119,630)
(6,616)
_________
(126,246)
(190,863)
4,758
_________
(126,246)
(190,863)
4,758
_________
(312,351)
_________
(312,351)
_________
249,872
_________
249,872
_________
441,803
_________
441,803
_________
55
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
13
Intangible assets
Group
Cost
At 22 April 2020
Additions
Acquired business assets (Note 23)
Foreign exchange movements
At 31 December 2020
Additions
Foreign exchange movements
At 31 December 2021
Accumulated amortisation and impairment
At 22 April 2020
Amortisation charge
Foreign exchange movements
At 31 December 2020
Amortisation charge
Foreign exchange movements
At 31 December 2021
Net book value
At 31 December 2021
At 31 December 2020
License and
patents
US$
Total
US$
234,095
1,468,516
136,584
_________
1,839,195
397,919
(17,663)
_________
234,095
1,468,516
136,584
_________
1,839,195
397,919
(17,663)
_________
2,219,451
_________
2,219,451
_________
(68,993)
(2,778)
_________
(68,993)
(2,778)
_________
(71,771)
(142,578)
2,521
_________
(71,771)
(142,578)
2,521
_________
(211,828)
_________
(211,828)
_________
2,007,623
_________
2,007,623
_________
1,767,424
_________
1,767,424
_________
56
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
13
Intangible assets (continued)
Company
Cost
At 22 April 2020
Additions
Acquired business assets (Note 23)
Foreign currency movements
At 31 December 2020
Additions
Foreign currency movements
At 31 December 2021
Accumulated amortisation and impairment
At 22 April 2020
Amortisation charge
Foreign exchange movements
At 31 December 2020
Amortisation charge
Foreign exchange movements
At 31 December 2021
Net book value
At 31 December 2021
At 31 December 2020
License and
patents
US$
Total
US$
117,061
1,468,516
136,584
_________
1,722,161
54,337
(17,663)
_________
117,061
1,468,516
136,584
_________
1,722,161
54,337
(17,663)
_________
1,758,835
_________
1,758,835
_________
(68,274)
(2,778)
_________
(68,274)
(2,778)
_________
(71,052)
(123,973)
2,521
_________
(71,052)
(123,973)
2,521
_________
(192,504)
_________
(192,504)
_________
1,566,331
_________
1,566,331
_________
1,651,109
_________
1,651,109
_________
The licence was acquired from Renalytix AI Plc on 4 May pursuant to a purchase of business assets (see Note
23). This license in turn was granted to Renaltix AI Plc by the Icahn School of Medicine at Mount Sinai for rights
to intellectual property and data to support the FractalDx families of diagnostic assays. In addition amounts are
spent on the prosecution and protection of patent applications.
The Group has tested the carrying value for impairment at 31 December 2021. The recoverable amount was
assessed in the basis of value in use. The assessed value exceeded the carrying value and no impairment loss
was recognised. The key assumptions in the calculation to assess value in use are future revenues and costs
and the ability to generate future cash flows. Recent working capital projections approved by the Board were
used as well as forecasts for a further four years, followed by an extrapolation of expected cash flows and the
calculation of a terminal value.
57
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
14 Subsidiary
The principal subsidiary of Verici Dx plc, which has been included in these consolidated financial statements at
a cost of US$10, is as follows:
Name
Country of incorporation and
principal place of business
Proportion of ownership
interest at 31 December
2021
Verici Dx Inc
United States of America
100%
15 Trade and other receivables
Prepayments
Other debtors
Amount due from wholly owned
subsidiary undertaking
16 Trade and other payables
Trade payables
Accruals
Loan
Total financial liabilities classified as
financial liabilities measured at
amortised cost
Other payables - tax and social
security payments
Group
2021
US$
406,191
249,656
Company
2021
US$
100,537
17,243
Group
2020
US$
202,546
120,678
Company
2020
US$
115,830
120,678
-
_________
8,226,284
_________
-
_________
1,027,350
_________
655,847
_________
8,344,064
_________
323,224
_________
1,263,856
_________
Group
2021
US$
159,534
1,644,575
-
_________
Company
2021
US$
16,112
165,017
-
_________
Group
2020
US$
394,331
210,953
73,548
_________
Company
2020
US$
44,912
69,519
73,548
_________
1,804,109
181,129
678,832
187,979
-
_________
-
_________
3,058
_________
-
_________
Total trade and other payables
1,804,109
_________
181,129
_________
681,890
_________
187,979
_________
The carrying value of trade and other payables classified as financial liabilities measured at amortised cost
approximates fair value.
The loan was interest bearing at 4% and repayable by monthly instalment with the last instalment paid in March
2021.
58
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
17 Share capital
Ordinary shares of £1 each
On incorporation
Ordinary shares of £0.001 each
Sub-division of existing shares into 1,000 ordinary shares
Issue of new shares
Issue of shares on conversion of Convertible Loan Notes
Placing and offer of shares on admission to AIM
At 31 December 2020 and 2021
Issued and fully paid
2021
Number
2021
US$
1
__________
1
__________
1,000
59,415,135
9,831,681
72,500,000
__________
1
74,864
12,771
93,978
__________
141,747,816
__________
181,614
__________
On 7 July 2020 the entire issued share capital of the Company was sub divided to create 1,000 ordinary shares of
£0.001 each and 59,415,135 ordinary shares of £0.001 each were allotted pursuant to a dividend in specie by the then
parent company, Renalytix AI Plc. Those 59,416,135 shares were then immediately reclassified as 59,416,134 A
shares and one Golden Share and all A shares and the Golden Share converted into ordinary shares at the time of the
Company’s admission to AIM on 3 November 2020.
On 28 October 2020 pursuant to the conversion of the Convertible Loan Notes is issue at that time of $2,500,000, a
further 9,831,681 new ordinary shares were issued.
On 3 November 2020 pursuant to the Company’s shares being admitted to AIM, a market operated by the London
Stock Exchange, 72,500,000 new ordinary shares were issued at an issue price of £0.20 per share raising gross
proceeds of US$18,795,500 (£14,500,000).
18 Reserves
The following describes the nature and purpose of each reserve within equity:
Reserve
Description and purpose
Share premium
Amount subscribed for share capital in excess of nominal value.
Foreign exchange reserve
Gains/losses arising on retranslating the net assets of parent
company operations into US dollars.
Convertible debt option reserve
Amount of proceeds on issue of convertible debt relating to the
equity component (i.e. option to convert the debt into share
capital).
Retained earnings
All other net gains and losses and transactions with owners (e.g.
dividends) not recognised elsewhere.
59
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
19 Share-based payment
On 28 October 2020, the Board adopted the Share Option Plan to incentivise certain of the Group’s employees and
Directors. The Share Option Plan provides for the grant of both EMI Options and non-tax favoured options. Options
granted under the Share Option Plan are subject to exercise conditions as summarised below.
The Share Option Plan has a non-employee sub-plan for the grant of Options to the Company’s advisors,
consultants, non-executive directors, and entities providing, through an individual, such advisory, consultancy,
or office holder services and a US sub-plan for the grant of Options to eligible participants in the Share Option
Plan and the Non-Employee Sub-Plan who are US residents and US taxpayers.
With the exception of options over 10,631,086 shares, which vested immediately on grant in 2020, the options
vest equally over twelve quarters from the grant date. If options remain unexercised after the date one day
before the tenth anniversary of grant such options expire. The Options are subject to exercise conditions such
that they shall, subject to certain exceptions, vest in equal quarterly instalments over the three years immediately
following the date of grant, which vesting shall accelerate in full in the event of a change of control of the
Company.
Outstanding at 22 April 2020
Granted during the period
Exercised during the period
Weighted
average
exercise
price (p)
-
32
20
_________
Number
-
14,574,782
(10,631,086)
_________
Outstanding at 31 December 2020
32
3,943,696
Granted during the year
Exercisable at 31 December 2020
62.61
_________
26.03
_________
990,000
_________
4,933,696
_________
_________
_________
The exercise price of options outstanding at 31 December 2021 ranged between 20p and 69.5p and their
weighted average contractual life was 3.85 years.
The weighted average fair value of each option granted during the year was 26.46p.
The fair value of each share option granted has been estimated using a Black-Scholes model and ranges from
10p to 23p. The inputs into the model are a share prices of 20p, 40p,45.5p, 50p and 69.5p and exercise prices
of 20p, 40p,45.5p, 50p and 69.5p and expected volatility of 48.5%, no expected dividend yield, contractual life
of between 2.9 and 1.9 years and a risk-free interest rate of 0.34%. As of 31 December 2021, none of the
granted stock options have been exercised.
The Group recognised total expenses of $740,829 (2020 - $2,794,625) within administrative expenses relating
to equity-settled share-based payment transactions during the period.
60
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
20 Related party transactions
As noted in Note 23, on 4 May 2020 the Company entered into an Asset Purchase Agreement with Renalytix
AI Plc. Renalytix Plc is a shareholder on the Company and James McCullough, a Director of the Company, is
also a Director and CEO of Renalytix Plc.
In connection with this transaction the Company also entered into a Convertible Loan Agreement to both fund
this transaction and also provide working capital until the admission of the shares onto AIM. The total amount
advanced under the Convertible Loan Note at the time of its redemption in full into ordinary shares of the
Company was $2,500,000.
In the year to 31 December 2021 an amount of US$351,863 was paid to Renalytix Plc as full reimbursement
for expenses incurred on behalf of the Company. As of 31 December 2021 the amount owed to Renalytix Plc
was US$22,312.
21 Loans and borrowings
Issue of Convertible Loan Notes
Amount classified as equity
Accreted interest
Converted into ordinary shares
Group
2021
US$
-
-
-
-
_________
Company
2021
US$
-
-
-
-
_________
Group
2020
US$
Company
2020
US$
2,500,000
(165,138)
68,807
(2,403,669)
_________
2,500,000
(165,138)
68,807
(2,403,669)
_________
As at 31 December 2020
-
_________
-
_________
-
_________
-
_________
The initial Convertible Loan Note Instrument of US$2,000,000 (“the Note”) was issued on 4 May 2020. It had a
nil % coupon, which has been accounted for at fair value at inception and the difference recognised as a capital
contribution. As the conversion feature resulted in the conversion of a fixed amount of stated principal into a
variable number of shares, it did not satisfy the ‘fixed for fixed’ criterion and, therefore, it was classified as a
financial liability. The fair value of the financial liability was calculated using a market interest rate for an
equivalent instrument without a conversion option. The discount rate applied was 9%.
22 Events after the reporting date
On 11 March 2022 the Company closed a fundraising for GBP10.0m before expenses by the issue of
28,571,429 new shares.
61
Verici Dx plc
Notes forming part of the consolidated financial statements
for the year ended 31 December 2021 (continued)
23 Acquisition of business assets
On 4 May 2020 the Company entered into an Asset Purchase Agreement with Renalytix AI Plc. The fair value
of the assets acquired, and the consideration paid were as follows:
Assets acquired
Licence
Plant & Machinery
Contractual repayment amount of Convertible Loan Note Instrument at inception
Consideration - repayment liability
US$
1,468,516
531,484
_________
2,000,000
_________
2,000,000
_________
2,000,000
_________
Subsequent to the acquisition of the assets, further Convertible Loan Notes were issued by Renalytix AI Plc to
provide working capital to the Company prior to its admission to the London Stock Exchange on 3 November
2020. The Convertible Loan Note was non-interest bearing.
On 28 October 2020 the total Convertible Loan Note of $2,500,000 was redeemed and converted into 9,831,681
ordinary shares.
Non-cash transaction
This transaction, together with the subsequent funding of working capital of the Company by further issuance
of Convertible Loan Notes on the same terms until Admission to the AIM on 3 November 2020 represented the
major non-cash transaction in the year.
62
Verici Dx plc
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting (Meeting) of Verici Dx plc (Company) will be held at
Avon House, 19 Stanwell Road, Penarth, Cardiff CF64 2EZ on 27 June 2022 2022 at 3 p.m.
Introduction
The Company has decided to hold this year’s AGM as a physical meeting of the shareholders of the Company.
To submit any questions in advance please contact Walbrook PR via email at verici@walbrookpr.com or call +44
(0)20 7933 8780.
Shareholders wishing to vote on any of the matters of business are strongly advised to appoint the Chairman of the
Meeting as their proxy. Shareholders must appoint a proxy through completion of a form of proxy. Shareholders can
appoint a proxy by logging on to www.signalshares.com and following the instructions or lodging a proxy appointment
by using the CREST Proxy Voting Service or requesting a hard copy proxy form by contacting our Registrars, Link
Group, on 0371 664 0300 from the UK (Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable international rate) and returning it to the address
shown on the form.
Annual General Meeting
The Annual General Meeting is being held to consider the following resolutions, of which resolutions 1 to 4 will be
proposed as ordinary resolutions and resolution 5 as a special resolution:
Ordinary Resolutions
1.
2.
3.
4.
for
the statement of accounts
the year ended 31 December 2021
To receive and adopt
together with the reports of the Directors and the auditors thereon.
To re-elect Dr Lorenzo Gallon, who retires by rotation, as a Director.
To re-appoint Messrs Crowe U.K. LLP as auditors to act as such until the conclusion of the
next General Meeting of the Company at which the requirements of section 437 of the Companies Act 2006
are complied with and to authorise the Directors of the Company to fix their remuneration.
That
the Directors be and are hereby
for any existing such authority,
generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006
(the “2006 Act”) to allot equity securities (as defined in section 560 of the 2006 Act) in the
capital of the Company:
up to a maximum nominal amount of £16,000 (in pursuance of the exercise of outstanding share options and
in substitution
(i)
other potential shares granted by the Company but for no other purpose);
(ii)
(i) above) representing approximately 25% of the Company’s Issued Share Capital,
up to an aggregate nominal amount of £42,579.81 (in addition to the authorities conferred in sub-paragraphs
such authorities (unless previously renewed, revoked or varied) to expire at the conclusion of the next Annual General
Meeting of the Company to be held in 2023, save that the Company may, before such expiry, make an offer or
agreement which would or might require equity securities (as defined in section 560 of the 2006 Act) to be allotted
after such expiry and the directors may allot such equity securities in pursuance of such an offer or agreement as if
the authority conferred hereby had not expired.
63
Verici Dx plc
NOTICE OF ANNUAL GENERAL MEETING (continued)
Special Resolution
5.
(i)
(ii)
(iii)
to
the Directors be given
the passing of Resolution 4 above
the general
That, subject
power to allot equity securities (as defined in section 560 of the 2006 Act) pursuant to the
authority conferred by Resolution 4 above as
the 2006 Act did not
apply to any such allotments provided that this power shall be limited to:
the allotment of equity securities on
Company;
the allotment of equity securities (otherwise
for
cash in connection with any rights issue or pre-emptive offer in favour of holders of equity
securities generally; and
the allotment
securities
for
approximately 25% of the Company’s Issued Share Capital
than pursuant
to an aggregate nominal amount of £42,579.81
(ii) above) of equity
representing
the share options granted by
to sub-paragraphs (i) above)
(otherwise
cash up
if section 561(1) of
to sub-paragraphs
the exercise of
than pursuant
(i) and
the
provided that such power (unless previously renewed, revoked or varied) shall expire at the conclusion of the Annual
General Meeting of the Company to be held in 2023, save that the Company may, before such power expires, make
an offer or enter into an agreement which would or might require equity securities to be allotted after such power
expires and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding
that the power conferred by this resolution has expired.
BY ORDER OF THE BOARD
Salim Hamir
Company Secretary
Registered Office:
Avon House
19 Stanwell Road Penarth
CF64 2EZ
25 May 2022
64
Verici Dx plc
NOTICE OF ANNUAL GENERAL MEETING (continued)
Additional information
Notes:
Every eligible shareholder is entitled to appoint a proxy to exercise all or any of their rights to attend and to
1.
speak and vote on their behalf at the AGM.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those members registered
2.
on the Company’s register of members at close of business on 23 May 2022, or, if this general meeting is adjourned,
members on the Company’s register of members not later than 48 hours before the fixed time for the adjourned
meeting, shall be entitled to attend and vote at the General Meeting.
If you are a Shareholder of the Company at the time set out in note 2 above, you are entitled to appoint a
3.
proxy to exercise all or any of your rights to attend, speak and vote at the meeting. A proxy does not need to be a
shareholder of the Company but must attend the meeting to represent you. You can only appoint a proxy using the
procedures set out in these notes and the notes to the proxy form.
4.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the
appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the
names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-
named being the most senior).
5.
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes
for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her
discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is
put before the Meeting.
6.
You may appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a
different share or shares held by that shareholder. To appoint more than one proxy, please contact the Registrars,
Link Group at shareholderenquiries@linkgroup.co.uk or on Tel: 0371 664 0300. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines are open between 09:00 – 17:30, Monday to Friday
excluding public holidays in England and Wales. You will need to state clearly on each proxy form the number of
shares in relation to which the proxy is appointed. When two or more valid but differing appointments of proxy are
received for the same meeting, the one which is last validly delivered or received (regardless of its date or the date
of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company
is unable to determine which appointment was last validly delivered or received, none of them shall be treated as
valid in respect of that share.
You will not receive a hard copy form of proxy with this document. Instead, you will be able to vote
7.
electronically using the link www.signalshares.com. You will need to log into your Signal Shares account, or register
if you have not previously done so. To register you will need your Investor Code, this is detailed on your share
certificate or available from our Registrar, Link Group. Votes submitted electronically must be submitted by no later
than 3pm on 23 June 2022.
8.
the Registrars, Link Group at
shareholderenquiries@linkgroup.co.uk or on Tel: 0371 664 0300. Calls are charged at the standard geographic rate
and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Line
are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.
If you return more than one proxy appointment, either by paper or electronic communication, the appointment
9.
received last by the Registrar before the latest time for the receipt of proxies will take precedence. You are advised
to read the terms and conditions of use carefully. Electronic communication facilities are open to all shareholders and
those who use them will not be disadvantaged.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment
10.
service may do so for the Meeting (and any adjournment of the Meeting) by using the procedures described in the
CREST Manual (available from www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST
sponsored members, and those CREST members who have appointed a service provider(s), should refer to their
CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
You may request a hard copy
form of proxy directly
from
65
Verici Dx plc
NOTICE OF ANNUAL GENERAL MEETING (continued)
11.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST
message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear UK & Ireland
Limited’s specifications and must contain the information required for such instructions, as described in the CREST
Manual. The message must be transmitted so as to be received by the issuer’s agent (ID RA10) by 3 p.m.23 June
2022 , or, in the event of an adjourned of the Meeting, 48 hours before the adjourned meeting. For this purpose, the
time of receipt will be taken to mean the time (as determined by the timestamp applied to the message by the CREST
application host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner
prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
12.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that
Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message.
Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is
the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member,
or sponsored member, or has appointed a voting service provider(s), to procure that his CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of
the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST
sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction
in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
To change your proxy instructions simply submit a new proxy appointment using the methods set out above.
13.
Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions;
any amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have
appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy
proxy form, please contact Link Group at the address noted in note 6 above.
14.
In order to revoke a proxy instruction you will need to inform the Company by contacting Link Group on 0371
664 0300. In the case of a member which is a company, the revocation notice must be executed under its common
seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or
any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority)
must be included with the revocation notice. The revocation notice must be received by Link Group no later than 3
p.m. on 23 June 2022. If you attempt to revoke your proxy appointment but the revocation is received after the time
specified then, subject to the paragraph directly below, your proxy appointment will remain valid.
15.
Appointment of a proxy does not preclude you from attending the general meeting and voting in person. If
you have appointed a proxy and attend the general meeting in person, your proxy appointment will automatically be
terminated.
16.
A corporation which is a member can appoint one or more corporate representatives who may exercise, on
its behalf, all its powers as a member provided that no more than one corporate representative exercises power over
the same share.
Voting on the resolution will be conducted by way of a poll vote.
17.
18.
As at the close of business on the day immediately before the date of this notice of general meeting, the
Company’s issued share capital comprised 170,319,245 ordinary shares of nominal value 0.1 pence each. Each
ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of
voting rights in the Company as at close of business, on the day immediately before the date of this notice of general
meeting is 170,319,245.
19.
Under Section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set out in
that section have the right to require the Company to publish on a website a statement setting out any matter relating
to: (i) the audit of the Company’s financial statements (including the Auditor’s Report and the conduct of the audit)
that are to be laid before the Meeting; or (ii) any circumstances connected with an auditor of the Company ceasing
to hold office since the previous meeting at which annual financial statements and reports were laid in accordance
with Section 437 of the Companies Act 2006 (in each case) that the shareholders propose to raise at the relevant
meeting. The Company may not require the shareholders requesting any such website publication to pay its
expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to
place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the
Company’s auditor not later than the time when it makes the statement available on the website. The business which
may be dealt with at the Meeting for the relevant financial year includes any statement that the Company has been
required under Section 527 of the Companies Act 2006 to publish on a website.
66
Verici Dx plc
NOTICE OF ANNUAL GENERAL MEETING (continued)
20.
Any shareholder attending the Meeting has the right to ask questions [and shareholders are reminded to
submit questions in advance of the Meeting, before 12 p.m. on 24 June 2022 by contacting Walbrook PR via email
at verici@walbrookpr.com or call +44 (0)20 7933 8780.] The Company must cause to be answered any such
question relating to the business being dealt with at the Meeting but no such answer need be given if: (a) to do so
would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information; (b)
the
answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the
interests of the Company or the good order of the Meeting that the question be answered.
21.
The following documents are available for inspection during normal business hours at the registered office
of the Company on any business day from the date of this Notice until the time of the Meeting and may also be
inspected at the Meeting venue, as specified in this Notice, from 10.00 a.m. on the day of the Meeting until the
conclusion of the Meeting:
- copies of the Directors’ letters of appointment or service contracts.
22.
You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act 2006)
provided in either this Notice or any related documents (including the form of proxy) to communicate with the
Company for any purposes other than those expressly stated.
A copy of this Notice, and other information required by Section 311A of the Companies Act 2006, can be found on
the Company’s website at www.vericidx.com
67
Perivan 263540
Verici Dx
Avon House
19 Stanwell Road
Penarth
Cardiff, CF64 2EZ
vericidx.com