For further
details please contact:
Oxford BioDynamics Plc
|
Tel: +44
(0)1865 518910
|
Iain Ross Executive
Chairman
Paul Stockdale, CFO
|
|
Shore Capital - Nominated Adviser and Broker
|
Tel: +44
(0)20 7408 4090
|
Advisory: Stephane Auton / Lucy
Bowden
Broking: Fiona Conroy
|
|
OAK
Securities - Joint Broker
|
Tel: +44
(0)20 3973 3678
|
Jerry Keen / Henry Clarke / Damion
Carruel
|
|
WG
Partners - Joint Broker
|
Tel: +44
(0)20 3705 9330
|
David Wilson / Claes Spång / Satheesh Nadarajah / Erland
Sternby
|
|
Camarco - Financial PR
|
Tel: +44
(0)20 3757 4980
|
Marc Cohen / Tilly Butcher / Fergus
Young
|
OBDFinancial@camarco.co.uk
|
Executive Chairman's letter to
shareholders
Background
On 16 December 2024, following an approach from
the Oxford BioDynamics Board, I joined the Group, agreeing to do so
on the basis that Vulpes Testudo Fund would provide a shareholder
loan to the business for up to £1m whilst an immediate emergency
fundraising was undertaken. I agreed to lead the fundraising
because it was clear to me that this business has some potentially
very valuable assets, which provide highly effective and unique
solutions to health problems affecting millions of people
worldwide, and some first-rate personnel. However, I believe
mistakes had been made over the recent past that have contributed
to a failure to deliver shareholder value.
I am pleased to report that in early January
2025 the Company announced it had raised £7.35 million (before
expenses) and, following shareholder approval at the General
Meeting held on 31 January 2025, I was appointed to the Board as
Executive Chairman.
To start with, I want to thank our existing
shareholders, many of whom, understandably, voiced their
frustration and disappointment during the roadshow regarding the
Company's progress. Your continued support is appreciated. I
also want to warmly welcome the new investors who have joined the
register.
Focus and
Realism
My remit is to turn this business around,
recognising its valuable assets and its potential to become a
significant player in the international diagnostics market. The
challenge is to bring some focus and realism into the way we operate going
forward and ensure we avoid the financial position in which the
Group found itself at the end of 2024. I don't intend to comment on
how this situation arose: a summary of the year ended 30 September
2024 is provided in the financial review which
follows.
In terms of focus and realism, one immediate aspect to which
I would draw your intention is that, whilst recognising our
intellectual property (IP) remains critical and is a bedrock of
this business, we have included in the financial statements
the impairment of selected patent assets,
reflecting the decision to focus short-term resources on the
Group's most advanced assets. I want to recognise the scientific
excellence within the Company which has provided us with a valuable
portfolio of assets, each of which is cutting edge and could result
in improving and saving patients' lives. However, I also recognise
that, in order to achieve our objectives, we must be financially
pragmatic going forward.
Where do we go
from here?
As Executive Chairman, my ultimate objective is
to structure and operate the business to optimise shareholder
value. In conjunction with the management team, I am undertaking a
review of the operational aspects of the business in order to make
it more commercially focused and market orientated.
There will undoubtedly be some difficult
decisions to make and along with a careful review of the current
cost base, my goal is to ensure the business is 'fit for purpose'
and well-positioned for success. To date there have been aspects of
the business where the Group has had to take a "go it alone"
approach, particularly in the USA, to drive adoption which is
laudable, but in my opinion difficult to sustain for a business of
our size. I recognise that whilst many good things have been
achieved, the Group's commercial goals in terms of test sales have
proven unrealistic and not been delivered.
Partnership
& Collaboration
Going forward, the company intends to focus
more on establishing partnerships and collaborations, across all
geographies, as a way of securing commercial and financial success.
As necessary, we are prepared to sacrifice upfront value, enter
early partnerships and thereby increase the probability of success
by working with third parties to accelerate the commercialisation
of our assets. If we need to out-license a key asset or enter into
an early-stage collaboration to share costs and fund this business,
we will do, as we work towards our mission of creating and
enhancing sustainable shareholder value. I am acutely aware of the
risk and rewards associated with entering into partnerships, but I
am also fully aware that our shareholders are looking for a return
on their investment and to date, this has been sadly
lacking.
At the time of writing, we are not ruling out
anything and by way of example we are carefully weighing up the
pros and cons of the competitive environment in which we operate,
the current commercialisation strategy, and the urgent need for
third-party validation. I recognise that OBD's 3D genomics
KnowledgeBase and the contacts established with pharma and biotech
partners over the years since the Company's inception offer
significant potential value, but we need to accelerate the
exploitation of this to our advantage.
To be clear, we are not starting with an empty
page as there have been, and are, many good leads and ongoing
third-party discussions. However, I intend to instil focus and a
sense of urgency into the business to bring these opportunities to
fruition. Whilst generating increasing revenue is an absolute
priority, we will also seek to raise the external profile and
awareness of Oxford BioDynamics and its assets amongst all facets
of society including the scientific, academic, governmental and
industrial communities and, where applicable, the general
public.
In the last month we have seen the
results of a multi-institutional clinical study published in
the peer reviewed journal 'Cancers' confirming the efficacy of
OBD's EpiSwitch® blood-based
No-Stool Test (NST) for accurate detection of
early-stage colorectal cancer and pre-cancerous polyps; the
announcement of a commercial partnership with Regina Maria,
Romania's largest private healthcare provider, serving 5 million
patients and a highly publicised visit by Prostate Cancer
Research's new ambassador the Right Honourable Rishi Sunak MP to
our facilities in Oxford.
Board
Evolution & Independence
There is little doubt that the last twelve
months has been very challenging for the OBD Board and Management
as well as the Group as a whole and as we move forward, we need to
recognise the efforts of those concerned. The Board, chaired by
Matthew Wakefield, has, for the last four years, been unstinting in
its efforts to support Management and raise funding for the
business.
Matthew, in particular, has dedicated himself
to steering the Company through some turbulent times in the recent
past, but he has indicated, having recruited me and played his part
in the recent successful fundraising, that now is the right time
for him to step down from the Board prior to the forthcoming AGM at
which the directors will be re-elected. I want to thank Matthew
personally and on behalf of the Company for all his efforts, for
recruiting me and for agreeing to assist me with the ongoing
transition.
As I said on the fundraising roadshow - as
Executive Chairman I want provide shareholders with optionality
going forward such that they can decide either to continue to build
and invest in the business or exit it for its true value in due
course. The reality is that Oxford BioDynamics is a small player,
albeit with a big ambition, but it has yet to prove its worth. I
look forward to working with the Board, the management team, the
staff and all stakeholders to realise
true market value for the Company.
Iain G
Ross
Executive Chairman
Oxford BioDynamics Plc
27 February 2025
Financial
review
The Group's performance in the year ended 30
September 2024 and its position at that date reflected slower
growth in revenues than expected following the launch of the
EpiSwitch PSE test in September 2023 and increased fixed costs as a
result of the Group's investment in staff and marketing to support
its test products. This investment did not generate sufficiently
rapid growth in sales to reassure the market and ultimately the
Company's revenues from sales of its tests, whilst increased
compared to the prior year, were too low to prevent the urgent need
for the recent highly dilutive fundraising. The Group's loss before
tax for the year ended 30 September 2024 was £11,956,000 (2023:
£11,411,000).
EpiSwitch
PSE
The Group's EpiSwitch PSE test was launched
shortly before the start of the year ended 30 September 2024.
During the year more than 700 tests were ordered by c.400
organisations worldwide. Post-year end orders have continued to
increase, with over 500 tests sold in the four-month period to the
end of January 2025.
The test is performed in OBD's
CLIA†- and ISO-accredited
clinical laboratories in the US and UK respectively.
Following the launch of the test, the Group
invested in targeted online marketing which, alongside a small
sales team, would support PSE. From August 2024, this team was
supported by the internal transfer of a number of sales managers
who had previously been concentrating on growing sales of EpiSwitch
CiRT. The level of spend on online advertising for PSE was
significantly reduced shortly after the year end and the Group is
continuing to monitor the impact of this reduction on sales of the
test, particularly to new clinics or doctors.
EpiSwitch PSE benefits from:
· a
unique CPT-PLA‡ code (0433U),
enabling reimbursement by US insurers. Reimbursement for the test
is regularly received from a growing number of US insurers
including Medicare, Humana, United Healthcare and Aetna.
·
distribution agreements with Goodbody Clinic in the UK, KZT
in Turkey and Regina Maria in Romania
·
direct agreements with organisations and concierge clinics
that pay for the test on a 'cash pay' basis, such as The London
Clinic in the UK and Doctors Studio in the US
·
endorsement from key opinion leaders such as Garret Pohlman,
MD. Dr Pohlman has used over 175 PSE tests to date, sharing real
world evidence of how he has used the test in his Nebraska clinic
in early January 2025. Dr Pohlman estimates that since adopting the
test he has been able to reduce the number of biopsies performed in
his clinic by 50% and streamlined his clinical practices
Sufficiently rapid, significant growth in the
number of PSE orders is most likely to arise from agreements that
can generate large volumes without investment by the Group in, for
example, large sales teams. To this end, the Group is focusing on
seeking both agreements with large customers (such as UK insurers)
and distribution partners for the test. The company has reached a
commercial agreement with Regina Maria Private Health Network in
January 2025, Romania's largest private healthcare provider,
serving 5 million patients, to provide access to both EpiSwitch PSE
and EpiSwitch CiRT tests.
The potential for PSE to be used as part of a
screening programme for prostate cancer was highlighted in a recent
Prostate Cancer Research (PCR) report. Analysis by PCR and Deloitte
in the report suggested that a population-wide screening programme
utilising a test such as PSE alongside PSA and before MRI and
biopsy would deliver net benefits (to individuals, the health and
care sector and society as a whole).
EpiSwitch
CiRT
EpiSwitch CiRT accurately identifies patients
who will respond to immune checkpoint inhibitor (ICI) therapy with
a binary result (responder vs. non-responder), supporting
oncologists in first-line treatment planning and making more
informed treatment decisions when no benefit or disease progression
is observed, or adverse events occur. The test can also identify as
candidates for ICI therapy patients for whom other options have
been exhausted or who other less accurate tests suggest will not
respond to treatment with an ICI.
CiRT was launched in February 2022, with
initial orders coming from early adopter oncologists. The Group
initially focused on growing sales through 'peer-to-peer'
marketing, facilitated by a team of salespeople. This approach had
limited success relative to the costs incurred, but did generate
initial evidence of the use and utility of the test. During the
year, following the appointment of Dr Ryan Mathis to lead the CiRT
vertical, the Group adapted its approach for growing CiRT in two
main ways:
·
Inclusion in US physicians' guidelines (such as those of the
National Comprehensive Cancer Network (NCCN)), which will be key to
generating wider uptake of the test. To support an application for
CiRT's inclusion in the NCCN Guidelines, the Group initiated the
PROWES Registry Study, a prospective observational study involving
up to 2,500 patients at up to 12 sites across the US. The Group is
able to claim reimbursement for tests processed for patients
enrolled into the study as normal under the test's unique
CPT-PLA‡ code but also incurs
additional per-patient and per-site costs in the administration of
the study.
·
With the majority of CiRT orders now coming from sites
participating in PROWES, the Group was able to reallocate several
members of the CiRT sales team to work on PSE, from September
2024.
The Group is currently developing an early
application for guideline inclusion and in this context was pleased
to note the presentation of real-world evidence of the clinical
utility of CiRT in a cohort of patients with liver (hepatocellular)
and gastrointestinal (GI) cancers by Georgetown University Medical
Center at the American Society of Clinical Oncology
Gastrointestinal Cancers Symposium (ASCO-GI) in January
2025.
There were over 670 CiRT orders in the year
ended 30 September 2024. This represented a 30% increase on the
prior year. However, as noted above, most volume currently comes
from sites onboarded to the PROWES study.
CiRT tests are currently processed in the
CLIA-accredited facilities of the Group's partner laboratory, Next
Molecular Analytics, and in the Group's UK clinical
laboratory.
Financial
performance
Together, sales of the Group's clinical tests
generated revenues of £0.4m (2023: £0.2m). Revenue from tests
reimbursed by US insurers has effectively been recognised only on
final receipt, which delays revenue recognition relative to test
performance and cost of sales. Total revenues in the period were
£0.6m (2023: £0.5m).
Other operating income was £0.5m (2023: £0.8m),
arising from the Group's two Partnership for Advancing Cancer
Therapies (PACT) Awards and its participation in the EU-funded
HIPPOCRATES consortium (psoriasis and psoriatic
arthritis).
Overall, the Group's cost base was increased,
reflecting additional marketing spend to support PSE and increased
headcount, typically in higher cost US-based roles. Higher base
salaries were offset by not paying bonuses in respect of the year,
such that total staff costs were 1.7% higher than the prior year at
£5.5m (2023: £5.4m) even though headcount increased by 13%. Post
year-end, the Group reduced headcount in the US and UK as part of
its cost-saving activities.
Higher depreciation and amortisation (£1.5m,
2023: £1.4m) was driven primarily by the full-year impact of the
Group's US clinical laboratory (the UK clinical lab commissioned
during the period is in the Group's existing UK office and lab
building). Non-cash share option charges were increased at £0.5m
(2023: £0.3m), mainly as a result of a significant option award to
the former Chief Executive Officer during the period. There was a
modest increase in the amount spent on lab consumables in internal
R&D (£0.8m, 2023: £0.75m).
As noted in the Executive Chairman's message
and described in more detail in Note 2 to the financial statements,
an impairment charge of £0.9m has been recognised in respect of
certain families of patents that were previously capitalised. The
write-down reflects the limited resources available for the
near-term commercialisation of the patents concerned, although to
date no decisions have been taken to abandon any of them. The
position will be reviewed at subsequent reporting dates.
The significant fair value gain on financial
liabilities of £1.4m (2023: fair value loss of £1.2m) arises on the
estimation of the fair value of the warrants issued by the Company
in 2021 and is driven mainly by the reduction in the share price
over the year.
Finance income (unchanged at £0.1m, 2023:
£0.1m) reflected higher receipts from bank deposits costs, offset
by lower foreign exchange gains. Finance costs were increased at
£0.5m (2023: £0.2m), driven mainly by foreign exchange
losses.
Cash
Cash and term deposits at 30 September 2024
were £2.8m (30 September 2023: £5.3m), broadly reflecting £9.1m in
net receipts from the equity fundraising in April 2024, the Group's
operating cash outflow for the year of £10.6m (2023: £9.1m), net
tax receipts of £0.4m (2023: £0.8m), capital expenditure of £0.6m
(2023: £0.7m) and lease payments of £0.8m (2023: £0.9m).
Capital expenditure during the period mainly
comprised spend on patents to support and expand the Company's
intellectual property portfolio as well as development costs for
the Group's clinical order management system. Property plant and
equipment additions were limited, with some spend on lab equipment
in the Group's CLIA-accredited lab in Frederick, MD, as well as
purchases of office equipment for new starters.
Following the year end the Group benefited from
an interest-free, unsecured, subordinated loan facility of up to
£1m, from Vulpes Testudo Fund (which is controlled by Non-Executive
Director Stephen Diggle and which, together with the Vulpes Life
Sciences Fund is a significant shareholder in the Company). This
facility was critical in permitting the Company to complete the
recent equity fundraising referred to in the Executive Chairman's
letter. As permitted by the terms of the loan, it was subsequently
settled through the issuing of new ordinary shares to Vulpes
Testudo Fund as part of the fundraising.
The Group enters the remainder of 2025 with
replenished but limited cash resources. The Directors have
concluded, as was the case at the previous year end, that material
uncertainties exist which may cast significant doubt on the Group
and Company's ability to continue as a going concern. Stakeholders'
attention is drawn to the more detailed commentary on the
Directors' assessment of the reasonableness of continuing to adopt
the going concern assumption in the preparation of the accounts in
Note 2.
Paul
Stockdale
Chief Financial Officer
Oxford BioDynamics Plc
27 February 2025
† CAP-CLIA regulated
laboratories are accredited by the College of American Pathologists
as being compliant with the Clinical Laboratory Improvement
Amendments, 1988 (42 CFR, Part 493).
‡ A Current Procedural
Terminology - Proprietary Laboratory Analysis (CPT-PLA) code is
used in the US to report medical and diagnostic services to
entities such as health care professionals and payors.
CONSOLIDATED INCOME
STATEMENT
YEAR ENDED 30
SEPTEMBER 2024
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
£000
|
|
£000
|
|
Continuing operations
|
Note
|
|
|
|
|
Revenue
|
3
|
636
|
|
510
|
|
Cost of sales
|
|
(347)
|
|
(244)
|
|
Gross profit
|
|
289
|
|
266
|
|
|
|
|
|
|
|
Admin expenses
comprising:
|
|
|
|
|
|
Research & development costs
(excluding staff costs)
|
|
(809)
|
|
(758)
|
|
Staff costs
|
|
(5,495)
|
|
(5,403)
|
|
General & other admin
costs
|
|
(4,479)
|
|
(3,411)
|
|
Share option charges
|
|
(514)
|
|
(332)
|
|
Depreciation and
amortisation
|
|
(1,466)
|
|
(1,357)
|
|
Impairment loss on intangible
assets
|
|
(896)
|
|
-
|
|
Total admin expenses
|
|
(13,659)
|
|
(11,261)
|
|
Other operating income
|
4
|
476
|
|
827
|
|
Operating loss
|
|
(12,894)
|
|
(10,168)
|
|
|
|
|
|
|
|
Fair value gain / (loss) on
financial liabilities designated as FVTPL
|
12
|
1,349
|
|
(1,246)
|
|
Gain reclassified to profit or loss
on disposal of foreign operation
|
|
-
|
|
113
|
|
Finance income
|
|
112
|
|
103
|
|
Finance costs
|
|
(523)
|
|
(213)
|
|
Loss before tax
|
|
(11,956)
|
|
(11,411)
|
|
|
|
|
|
|
|
Income tax
|
|
389
|
|
585
|
|
Loss for the year from continuing operations
|
6
|
(11,567)
|
|
(10,826)
|
|
|
|
|
|
|
|
Loss attributable to:
|
|
|
|
|
|
Owners of the
Company
|
|
(11,567)
|
|
(10,826)
|
|
Non-controlling
interest
|
|
-
|
|
-
|
|
|
|
(11,567)
|
|
(10,826)
|
|
Earnings / (loss) per share
|
|
|
|
|
|
From continuing
operations
|
|
|
|
|
|
Basic and diluted (pence per
share)
|
7
|
(4.5)
|
|
(7.3)
|
|
|
|
|
|
|
|
CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 30
SEPTEMBER 2024
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
£000
|
|
£000
|
|
|
Note
|
|
|
|
|
Loss for the year
|
6
|
(11,567)
|
|
(10,826)
|
|
Exchange differences on translation
of foreign operations that may be reclassified to the income
statement
|
|
255
|
|
(182)
|
|
Total comprehensive income for the year
|
|
(11,312)
|
|
(11,008)
|
|
Total comprehensive income attributable to:
|
|
|
|
|
|
Owners of the
Company
|
|
(11,312)
|
|
(11,008)
|
|
Non-controlling
interest
|
|
-
|
|
-
|
|
|
|
(11,312)
|
|
(11,008)
|
|
|
|
|
|
|
|
CONSOLIDATED
STATEMENT OF FINANCIAL POSITION
AS AT 30
SEPTEMBER 2024
|
|
|
|
2024
|
|
2023*
|
|
|
|
|
|
£000
|
|
£000
|
|
Assets
|
Note
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
Intangible assets
|
8
|
|
|
1,351
|
|
1,913
|
|
Property, plant and
equipment
|
9
|
|
|
1,762
|
|
2,238
|
|
Right-of-use assets
|
10
|
|
|
3,949
|
|
4,759
|
|
Deferred tax asset
|
|
|
|
-
|
|
50
|
|
Total non-current assets
|
|
|
|
7,062
|
|
8,960
|
|
Current assets
|
|
|
|
|
|
|
|
Inventories
|
|
|
|
321
|
|
274
|
|
Trade and other
receivables
|
|
|
|
1,385
|
|
957
|
|
Current tax receivables
|
|
|
|
513
|
|
686
|
|
Fixed-term deposits
|
|
|
|
1,000
|
|
-
|
|
Cash and cash
equivalents
|
|
|
|
1,827
|
|
5,250
|
|
Total current assets
|
|
|
|
5,046
|
|
7,167
|
|
Total assets
|
|
|
|
12,108
|
|
16,127
|
|
Equity and liabilities
|
|
|
|
|
|
|
|
Capital and reserves
|
|
|
|
|
|
|
|
Share capital
|
11
|
|
|
3,119
|
|
2,023
|
|
Share premium
|
|
|
|
40,149
|
|
32,144
|
|
Translation reserves
|
|
|
|
192
|
|
(63)
|
|
Share option reserve
|
|
|
|
3,017
|
|
2,776
|
|
Retained earnings
|
|
|
|
(42,119)
|
|
(30,825)
|
|
Total equity
|
|
|
|
4,358
|
|
6,055
|
|
Current liabilities
|
|
|
|
|
|
|
|
Trade and other payables
|
|
|
|
1,506
|
|
1,707
|
|
Warrant liability
|
|
|
|
11
|
|
1,360
|
|
Lease liabilities
|
|
|
|
1,046
|
|
818
|
|
Current tax liabilities
|
|
|
|
-
|
|
116
|
|
Total current liabilities
|
|
|
|
2,563
|
|
4,001
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
Lease liabilities
|
|
|
|
4,694
|
|
5,621
|
|
Provisions
|
|
|
|
486
|
|
440
|
|
Deferred tax
|
|
|
|
7
|
|
10
|
|
Total non-current liabilities
|
|
|
|
5,187
|
|
6,071
|
|
Total liabilities
|
|
|
|
7,750
|
|
10,072
|
|
Total equity and liabilities
|
|
|
|
12,108
|
|
16,127
|
|
*See Note 2 for details of change in
presentation of comparative information
CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY
Year ended 30 September 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
capital
|
Share
premium
|
Transla-
tion
reserve
|
Share
option
reserve
|
Retained
earnings
|
Attribu-
table to
share-
holders
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
1 October 2023
|
2.023
|
|
32.144
|
|
(63)
|
|
2,776
|
|
(30,825)
|
|
6,055
|
|
Loss for the year
|
-
|
|
-
|
|
-
|
|
-
|
|
(11,567)
|
|
(11,567)
|
|
Other comprehensive income for the
period
|
-
|
|
-
|
|
255
|
|
-
|
|
-
|
|
255
|
|
Total comprehensive income for the period
|
-
|
|
-
|
|
255
|
|
-
|
|
(11,567)
|
|
(11,312)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription for new
shares
|
1,096
|
|
8,764
|
|
-
|
|
-
|
|
-
|
|
9,860
|
|
Transaction costs for new
shares
|
-
|
|
(759)
|
|
-
|
|
-
|
|
-
|
|
(759)
|
|
Share option credit
|
-
|
|
-
|
|
-
|
|
514
|
|
-
|
|
514
|
|
Lapse of vested share
options
|
-
|
|
-
|
|
-
|
|
(273)
|
|
273
|
|
-
|
|
At
30 September 2024
|
3,119
|
|
40,149
|
|
192
|
|
3,017
|
|
(42,119)
|
|
4,358
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 30 September 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
capital
|
Share
premium
|
Transla-
tion
reserve
|
Share
option
reserve
|
Retained
earnings
|
Attribu-
table to
share-
holders
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
1 October 2022
|
1,004
|
|
19,020
|
|
119
|
|
3,154
|
|
(20,709)
|
|
2,588
|
|
Loss for the year
|
-
|
|
-
|
|
-
|
|
-
|
|
(10,826)
|
|
(10,826)
|
|
Other comprehensive income for the
period
|
-
|
|
-
|
|
(182)
|
|
-
|
|
-
|
|
(182)
|
|
Total comprehensive income for the period
|
-
|
|
-
|
|
(182)
|
|
-
|
|
(10,826)
|
|
(11,008)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription for new
shares
|
1,019
|
|
14,368
|
|
-
|
|
-
|
|
-
|
|
15,387
|
|
Issue of warrants to subscribe for
new shares
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transaction costs for new
shares
|
-
|
|
(1,244)
|
|
-
|
|
-
|
|
-
|
|
(1,244)
|
|
Share option credit
|
-
|
|
-
|
|
-
|
|
332
|
|
-
|
|
332
|
|
Lapse of vested share
options
|
-
|
|
-
|
|
-
|
|
(710)
|
|
710
|
|
-
|
|
At
30 September 2023
|
2,023
|
|
32,144
|
|
(63)
|
|
2,776
|
|
(30,825)
|
|
6,055
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED
STATEMENT OF CASH FLOWS
YEAR ENDED 30 SEPTEMBER 2024
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
|
|
Note
|
|
|
|
|
Loss before tax for the financial
year
|
6
|
(11,956)
|
|
(11,411)
|
|
Adjustments to reconcile loss for the year to net operating
cash flows:
|
|
|
|
|
|
Net interest
|
|
113
|
|
141
|
|
Loss on disposal of property, plant
and equipment
|
|
-
|
|
4
|
|
Depreciation of property, plant and
equipment
|
9
|
550
|
|
548
|
|
Depreciation of right-of-use
assets
|
10
|
745
|
|
663
|
|
Amortisation of intangible
assets
|
8
|
171
|
|
146
|
|
Impairment loss on intangible fixed
assets
|
|
896
|
|
-
|
|
Net foreign exchange
movements
|
|
293
|
|
(122)
|
|
Movement in provisions
|
|
46
|
|
16
|
|
Share based payments
charge
|
|
514
|
|
332
|
|
Fair value loss / (gain) on
financial liabilities
|
|
(1,349)
|
|
1,246
|
|
Working capital
adjustments:
|
|
|
|
|
|
Increase in trade and other
receivables
|
|
(427)
|
|
(448)
|
|
(Increase) / decrease in
inventories
|
|
(47)
|
|
63
|
|
Decrease in trade and other
payables
|
|
(167)
|
|
(286)
|
|
Operating cash flows before interest and tax
paid
|
|
(10,618)
|
|
(9,108)
|
|
|
|
|
|
|
|
R&D tax credits
received
|
|
684
|
|
896
|
|
Tax paid
|
|
(238)
|
|
(82)
|
|
Net cash used in operating activities
|
|
(10,172)
|
|
(8,294)
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
Interest received
|
|
110
|
|
71
|
|
Purchases of property, plant and
equipment
|
|
(80)
|
|
(250)
|
|
Purchases of intangible
assets
|
|
(515)
|
|
(466)
|
|
(Increase) / decrease in term
deposits
|
|
(1,000)
|
|
25
|
|
Net cash used in investing activities
|
|
(1,485)
|
|
(620)
|
|
Financing activities
|
|
|
|
|
|
Interest paid
|
|
(225)
|
|
(213)
|
|
Repayment of lease
liabilities
|
|
(622)
|
|
(723)
|
|
Acquisition of minority interest
shares in subsidiary entity
|
|
-
|
|
-
|
|
Issue of equity shares and
warrants
|
|
9,860
|
|
15,387
|
|
Transaction costs relating to issue
of equity shares
|
|
(759)
|
|
(1,244)
|
|
Net cash generated by financing activities
|
|
8,254
|
|
13,207
|
|
Net (decrease) / increase in cash and cash
equivalents
|
|
(3,403)
|
|
4,293
|
|
Foreign exchange movement on cash
and cash equivalents
|
|
(20)
|
|
(17)
|
|
Cash and cash equivalents at
beginning of year
|
23
|
5,250
|
|
974
|
|
Cash and cash equivalents at end of year
|
|
1,827
|
|
5,250
|
|
1. Corporate information
Oxford Biodynamics plc is a public
limited company incorporated in the United Kingdom, whose shares
were admitted to trading on the AIM market of the London Stock
Exchange on 6 December 2016. The Company is domiciled in the
United Kingdom and its registered office is 3140 Rowan Place, John
Smith Drive, Oxford Business Park South, Oxford, OX4 2WB. The
registered company number is 06227084 (England &
Wales).
The Group is primarily engaged
in the commercialization of proprietary molecular diagnostics
products and biomarker research and development.
2. Basis of the
announcement
Basis of preparation
The final results for the year ended
30 September 2024 were approved by the Board of Directors on 27
February 2025. The final results do not constitute full accounts
within the meaning of section 434 of the Companies Act 2006 but are
derived from audited accounts for the year ended 30 September 2024
and the year ended 30 September 2023.
This announcement is prepared on the
same basis as set out in the audited statutory accounts for the
year ended 30 September 2024. The accounts for the years ended 30
September 2024 and 30 September 2023, upon which the auditors
issued unqualified opinions, also had no statement under section
498(2) or (3) of the Companies Act 2006. The auditors' report
includes reference to the material uncertainties relating to going
concern. See below for more details of the going concern assessment
performed by the Board of Directors.
While the financial information
included in this results announcement has been prepared in
accordance with the recognition and measurement criteria of
International Financial Reporting Standards in conformity with the
Companies Act 2006 (IFRS), this announcement does not in itself
contain sufficient information to comply with IFRS.
Reporting currency
The consolidated financial
statements are presented in pounds sterling (GBP), which is also
the Company's functional currency.
Disclosure of tax receivable
The Directors have reviewed the
previous disclosure of tax receivable and, in order to comply with
the requirements of IAS 1 'Presentation of Financial Statements',
have represented the relevant balances separately in the Group and
Company statements of financial position. There is no impact on any
asset subtotals in either the current or prior year as a result of
this additional disclosure.
Going concern
In assessing the appropriateness of
adopting the going concern assumption, the Group and Parent Company
has prepared a detailed financial forecast ("the Baseline
Forecast") covering the period ending 31 March 2026. The Baseline
Forecast includes:
· estimates of likely revenue arising from EpiSwitch PSE and
EpiSwitch CiRT;
· anticipated revenues from contracts with pharmaceutical
partners;
· operating costs reflecting the current cost base including
recently initiated cost-saving actions;
· capital expenditure, primarily to maintain and extend the
Group's patent estate.
Revenue for the year ended 30
September 2024 was slightly increased compared to the previous
year, but the Group remained lossmaking, with increased costs and
operating loss compared to the prior year.
The Group was able to maintain its
cash reserves during the year, including through a placing,
subscription and PrimaryBid offer of new ordinary shares issued in
April 2024 that raised £9.9m before expenses. Although sales of the
Group's proprietary tests increased over the year to 30 September
2024, this was more than offset by higher operating expenses and
the Group required additional cash resources by early in the first
quarter of 2025. There was a significant reduction in the Company's
share price over the year ended 30 September 2024 and this trend
continued after the year end.
In October 2024, the Board announced
that it had initiated a number of cost-saving actions and a review
of the strategic options open to the Company. Following the
announcement of the appointment of Iain Ross as Executive Chairman,
the Company successfully raised a total of £7.35m before expenses
in January 2025.
Under this new leadership, the
Company has indicated that it will operate with a renewed focus on
partnerships, collaboration and licensing in order to monetise the
Group's assets. To that end, the Group is currently involved in
discussions, at various stages of development with multiple
interested parties.
In addition to the Baseline
Forecast, the Group and Parent Company has prepared an "Upside
Forecast" that reflects the Directors' intention to agree
partnerships, collaborations and/or licensing over the remainder of
2025. In addition, the Upside Forecast also reflects higher sales
of the EpiSwitch PSE test than the Baseline Forecast, which are
expected to arise from agreements with new distributors and/or
expansion of coverage of the test by UK private health
insurers.
As noted in the Executive Chairman's
report, Iain Ross is currently leading a review of all of the
Group's operations and expects to share the outcome of that review
along with further progress around the time of the Company's annual
general meeting in March 2025. Any additional potential cost
reduction actions that may be taken as a result of this review have
not been reflected in the Upside Forecast.
In the scenario reflected in the
Baseline Forecast, the Company would need to generate additional
funding during the final quarter of 2025. Should this forecast not
be met (in a downside scenario) the quantum of any additional
funding may need to be increased and/or the timing accelerated.
With the income reflected in the Upside Forecast, cash resources
would be expected to last beyond 31 March 2026.
Whilst the Board considers that the
Upside Forecast represents a reasonable estimate of the Group's
potential performance over the period to 31 March 2026, for the
purposes of their assessment as to whether the Group and Parent
Company would be able to continue as a going concern, the Directors
referred to the Baseline Forecast.
In the Baseline Forecast, in the
absence of income from partnership, collaboration or out-licensing,
the availability of additional funding to enable the Group and
Parent Company to continue as a going concern would be expected to
depend on the Group having demonstrated either significant progress
towards such a partnership, collaboration or out-licensing
agreement or materially increased sales of its proprietary tests.
The Directors expect that it will be possible to demonstrate such
progress, but draw attention to significant uncertainties inherent
in the preparation of the Baseline Forecast. As in the prior year,
these primarily relate to balances associated with the revenue /
income cycle, since most of the Group's costs are reasonably
predictable. These uncertainties include volumes of orders of the
Group's tests; the proportion of PSE test sales that are covered by
US health insurance; reimbursement rates and timing of the
reimbursement cycle (and consequent impact on the Group's working
capital); and the number and value of new agreements with
pharma/biotech customers.
As noted above, the Company raised a
total of £7.35m (before expenses) from new and existing
shareholders after the year end in January 2025. Whilst the
fundraise was successful, it was carried out at a historically low
issue price per share and involved significant dilution for
non-participating shareholders. There is no guarantee that the
Company will be able to access further cash resources from
investors in future.
These conditions (that is, the
uncertainties relating to revenue generation and the ability to
raise further funds) represent material uncertainties which may
cast significant doubt on the Group and Parent Company's ability to
continue as a going concern and, therefore, it may be unable to
realise its assets and discharge its liabilities in the normal
course of business.
Notwithstanding these material uncertainties,
based on all the above considerations, the Directors confirm that
they have a reasonable expectation that the Group and Company has
adequate resources to continue in operational existence for the
foreseeable future, being the period to 31 March 2026. Accordingly,
the Directors continue to adopt the going concern basis of
preparation of the Group and Company financial
statements.
Critical judgements in applying the Group's accounting
policies
The following are the critical
judgements that the Directors have made in the process of applying
the Group's accounting policies and that have the most significant
effect on the amounts recognized in the consolidated financial
statements.
Treatment of revenue arising from test sales reimbursed by US
insurance payors
The Group recognises revenue when or
as the relevant performance obligations in its contracts with
customers are completed. Sales of the Group's proprietary tests can
be paid for by patients, payors with whom the Group has direct
agreements in place, or by US insurers through the reimbursement
process. In this final case, the Group may obtain an
acknowledgement of financial responsibility from a patient before
processing a test.
EpiSwitch® CiRT and PSE tests were
regularly reimbursed by several US insurers throughout the year,
for a range of amounts, and this has continued post-year end. The
amount received is influenced by several factors, including the
terms of individual patients' policies such as requirements for
co-payment, the price listed for the test, if any, in the Centers
for Medicare and Medicaid Services (CMS) Clinical Laboratory Fee
Schedule (CLFS), insurers' own coverage policies in respect of the
tests, and claim denials. Where reimbursement for a test is
initially denied, or reimbursed at a lower-than-expected amount,
the Group avails itself of the appeals process that exists in the
reimbursement system. At the year end, a number of appeals were in
process but not yet complete. Reimbursement claims for a further
group of processed tests were held by the Group pending
confirmation of coverage decisions by insurers or the relevant
Medicare Administrative Contractor (MAC), in order to ensure the
most positive likely outcome in terms of eventual
reimbursement.
The above factors are relevant to
Management's decision on whether a contract with a customer exists
and therefore whether the five-step process of revenue recognition
included in IFRS 15 Revenue from
Contracts with Customers should be followed or whether
instead revenue should be recognised on final receipt of funds from
a payor.
Management exercised judgement in
determining that for the Group's test orders in the period, the
patient should be considered the customer, even if there is no
explicit reimbursement agreement in place between the Group and the
patient, the contract with the patient being judged to be
established in accordance with customary business
practices.
For the Group's clinical tests,
since reimbursement ultimately received from insurers is variable,
Management must exercise judgement in determining the amount and
timing of revenue to be recognised.
Following the guidance in IFRS 15,
Management limits the amount of variable consideration recognised
to the "unconstrained" portion of such consideration. This means
that the Group recognises revenue up to the amount of variable
consideration that is not subject to a potential significant
reversal until additional information is obtained or the
uncertainty associated with additional payments or refunds is
subsequently resolved. Up to 30 September 2024, the Group still had
limited detailed historical data from which to reliably predict
receipts from insurers and therefore the amount of variable
consideration to recognise on delivery of a test report to a
patient's doctor. In practice, this means that variable
consideration arising from insurance-reimbursed clinical tests has
been constrained to zero, until receipt of reimbursements from
insurers.
The effect of this judgement is to
delay revenue recognition, in the case of tests processed by the
Group's partner laboratory to later than the recognition of cost of
sales. To the extent that this judgment were to be inappropriate,
the Group's revenue for the period would be increased, but
Management do not expect that this would result in any material
change to the amounts recognised in these financial
statements.
Management anticipate that in future
periods, as the Group's historical collections experience increases
in volume and specificity in relation to particular payors and
policies it is likely that judgement will continue to be required
in determining the extent to which variable consideration relating
to these tests is unconstrained and should therefore be
recognised.
Identification of the Group's cash-generating
unit
In carrying out the impairment
review of patent assets set out in more detail below, Management
exercised judgement in determining that the Group currently has one
cash-generating unit (CGU). Guidance states that CGUs are "the
smallest identifiable group of assets that generates cash inflows
that are largely independent of the cash inflows for other assets
or groups of assets".
The Group's strategy was expanded
in December 2020, to include the development and commercialisation
of proprietary tests. As at 30 September 2024, three lab developed
test products had been launched, with two of these (EpiSwitch® CiRT
and EpiSwitch® PSE) being actively marketed as well as the Group's
EpiSwitch® Explorer Array Kit, which is marketed to the life
science research community. Revenue from products and customer
contracts is reported separately to Directors in the Group's
internal management accounts. However, it is not currently possible
to assign separate groups of OBD assets to particular cashflows.
With very limited exceptions, people, premises, equipment and
patents are generally applied to both product and customer contract
revenue streams. This position may change as i) dedicated product
sales and marketing teams are more fully developed, ii) the Group's
LDTs are consistently processed through the Group's US and UK
clinical laboratories and iii) test-specific revenue streams become
more predictable.
At present, Management continues to
conclude that the Group has one CGU, relating to all commercial
exploitation of its EpiSwitch® technology. If a different judgement
were taken and the Group determined to contain more than one
separately identifiable CGU, as part of the impairment review of
the Group's patent assets conducted at the year end, it would have
been necessary to estimate the recoverable value of each CGU
separately and to allocate patents to those CGUs.
Impairment review
Intangible assets are reviewed for
indicators of impairment at the end of each reporting period. An
impairment review of patent and other assets was conducted as at
the year end, because there were a number of indicators of
potential impairment, including the significant reduction during
the year of the Company's share price and market capitalisation and
the Group's financial performance for the year resulting in a
larger than expected loss. In addition, an impairment review is
required for any assets not yet being amortised and certain patent
assets fall into this category.
As noted above, Management
identified that at the current stage in the Group's development, it
includes a single CGU, to which all patent assets are allocated.
Management consider that the recoverable amount of the Group's
single CGU is based on its fair value less cost of disposal
(FVLCOD), and that this value is attributable to its intellectual
property, including patents and know-how, and its other assets,
including property plant and equipment. The most reliable available
estimate for the fair value of the Group's CGU as a whole is the
enterprise value of the Group, which is in turn given by the market
value of the Company on a cash- and debt-free basis.
As at 30 September 2024, the Group
had a market capitalisation of £10m (3.22p x 311,855,650 shares
then in issue). Cash/cash equivalents and term deposits at 30
September 2024 of £2.8m are deducted from market value in arriving
at the enterprise value. Following review of available guidance,
Management determined that neither the warrant nor the lease
liabilities associated with the Group's rented property should be
added back to the market value in determining the enterprise value.
This results in an estimate of the year-end enterprise value of the
Group as a whole of approximately £7.2m.
In estimating the cost of disposal
(COD), Management used an estimate of £1.2m, representing a COD of
approximately 12% of the year end market value, which is within the
range of estimates of disposal costs reviewed by Management. The
FVLCOD of the Company as at 30 September 2024 was therefore
estimated to be £6m. Management then compared the FVLCOD of the
Company to the carrying value of the Group's assets excluding
patents (£1.86m in respect of property plant and equipment and
capitalised software). The excess of the Company's FVLCOD over its
gross assets excluding patents was therefore approximately £4.1m,
compared to a carrying value of patent assets (after
patent-specific impairment charges noted above) of £1.24m.
Management therefore concluded that no further impairment of the
Company's capitalised patents existed at the year end.
Management considers that a
reduction in the Company's estimated FVLCOD to an amount comparable
to the carrying value of its non-patent assets would lead to a
reduction in the recoverable amount of its patent assets,
potentially to nil. Management will continue to assess, at the end
of each reporting period and more frequently if necessary, whether
there are indicators that any of the Group's assets may be impaired
or that impairment charges recognised in the period require
reversal.
Intangible assets
As at the year end, the Group had
limited cash resources and Management's plans for near-term
commercialisation were focused on a limited number of pipeline
assets, alongside tests already launched and the EpiSwitch platform
itself. In the light of this, Management further reviewed each of
the Company's patent families for other indicators of impairment,
principally considering whether amounts previously capitalised
remain supportable by an assessment of likely future economic
benefits, bearing in mind these more focused short-to-medium-term
plans.
The Company is continuing to pursue,
and where relevant renew, each of the individual patents in its 22
patent families, but in line with the guidance in the relevant
accounting standards, Management determined that an impairment
charge of £0.9m should be recognised in the period.
3. Revenue
All revenue is derived from the
Group's principal activities, namely sales of proprietary products
and biomarker research and development. Analysis of the Group's
revenue by principal activities, geography and pattern of revenue
recognition is as follows:
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
|
Continuing operations:
|
|
|
|
|
|
Sales of proprietary products
|
|
|
|
|
|
USA
|
|
345
|
|
160
|
|
Rest of World
|
|
63
|
|
34
|
|
|
|
408
|
|
194
|
|
Biomarker research and development
|
|
|
|
|
|
USA
|
|
114
|
|
228
|
|
Rest of World
|
|
114
|
|
88
|
|
|
|
228
|
|
316
|
|
Consolidated revenue
|
|
636
|
|
510
|
|
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
|
Continuing operations:
|
|
|
|
|
|
Revenue recognised at a point in
time
|
|
408
|
|
194
|
|
Revenue recognised over
time
|
|
228
|
|
316
|
|
|
|
636
|
|
510
|
|
Information about major customers
The Group's revenues for the periods covered by
this report are derived from a small number of customers, several
of which represent more than 10% of the revenue for the
period. These are summarised below:
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
|
Revenue from individual customers
each representing more than 10%
of revenue for the
period:
|
170
|
|
280
|
|
|
|
Number
|
|
Number
|
|
Number of individual customers each
representing more than 10%
of revenue for the
period.
|
|
2
|
|
2
|
|
|
|
|
|
|
|
4. Other operating income
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
|
Continuing operations:
|
|
|
|
|
|
Award and grant income
|
|
476
|
|
827
|
|
Income was recognised in both years in respect
of each of the Company's PACT awards and OBD's involvement in the
EU-funded HIPPOCRATES consortium.
5. Business segments
Products and services from which reportable
segments derive their revenues
Information reported to the Group's
Chief Executive Officer (who was determined to be the Group's Chief
Operating Decision Maker during the year) for the purposes of
resource allocation and assessment of segment performance is
focused on costs incurred to support the Group's main activities.
The Group is currently determined to have one reportable segment
under IFRS 8, that of sales of proprietary products and biomarker
research and development. This assessment will be kept under review
as the Group's activity expands.
The Group's operating expenses and
non-current assets, analysed by geographical location were as
follows:
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
|
Staff costs
|
|
|
|
|
|
UK
|
|
2,531
|
|
2,614
|
|
USA
|
|
2,869
|
|
2,692
|
|
Rest of World
|
|
95
|
|
97
|
|
Total staff costs
|
|
5,495
|
|
5,403
|
|
|
|
|
|
|
|
Research & development costs
|
|
|
|
|
|
UK
|
|
540
|
|
680
|
|
USA
|
|
269
|
|
77
|
|
Rest of World
|
|
-
|
|
1
|
|
Total research & development
costs
|
|
809
|
|
758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General & other admin costs
|
|
|
|
|
|
UK
|
|
2,598
|
|
2,399
|
|
USA
|
|
1,837
|
|
969
|
|
Rest of World
|
|
44
|
|
43
|
|
Total general & other admin
costs
|
|
4,479
|
|
3,411
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
UK
|
|
6,025
|
|
7,446
|
|
USA
|
|
1,015
|
|
1,478
|
|
Rest of World
|
|
22
|
|
36
|
|
Total non-current assets
|
|
7,062
|
|
8,960
|
|
|
|
|
|
|
|
6. Loss for the year
Loss for the year has been arrived at after
charging/(crediting):
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
Net foreign exchange
losses
|
|
298
|
|
(31)
|
|
Research and development costs
(excluding staff costs)
|
|
809
|
|
758
|
|
Amortisation of intangible
assets
|
|
171
|
|
146
|
|
Depreciation of property, plant and
equipment
|
|
550
|
|
548
|
|
Depreciation of right-of-use
assets
|
|
745
|
|
663
|
|
Impairment loss on intangible
assets
|
|
896
|
|
-
|
|
Staff costs
|
|
5,495
|
|
5,403
|
|
Share-based payments charged to
profit and loss
|
|
514
|
|
332
|
|
Fair value loss / (gain) on
financial liabilities designated as FVTPL
|
|
(1,349)
|
|
1,246
|
|
Gain reclassified to profit or loss
on disposal of foreign operation
|
|
-
|
|
(113)
|
|
|
|
|
|
|
|
7. Earnings per share
From continuing operations
The calculation of the basic and diluted
earnings per share is based on the following data:
|
|
2024
|
|
2023
|
|
|
|
£000
|
|
£000
|
|
Earnings for the purposes of basic
earnings per share being net loss attributable to owners of the
Company
|
(11,567)
|
|
(10,826)
|
|
Earnings for the purposes of
diluted earnings per share
|
|
(11,567)
|
|
(10,826)
|
|
|
|
|
|
|
|
|
|
2024
|
|
2023
|
|
|
|
No
|
|
No
|
|
Number of shares
|
|
|
|
|
|
Weighted average number of ordinary
shares for the purposes of
basic and diluted earnings per
share*
|
255,728,889
|
|
147,481,566
|
|
|
|
|
|
|
|
|
|
Pence
|
|
Pence
|
|
Earnings per share
|
|
|
|
|
|
Basic and diluted earnings per
share
|
(4.5)
|
|
(7.3)
|
|
|
|
|
|
|
|
*Ordinary shares that may be
issued on the exercise of options or warrants are not treated as
dilutive as the entity is loss-making.
The issue of shares post year end,
as set out in note 15, would have significantly changed the number
of ordinary shares outstanding at the end of the year had that
transaction occurred prior to the year end
8. Intangible fixed assets
Group
|
|
|
Website development
costs
|
Software development
costs
|
Patents
|
Total
|
|
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2023
|
|
|
|
|
62
|
|
173
|
|
2,101
|
|
2,336
|
|
Additions
|
|
|
|
|
-
|
|
90
|
|
425
|
|
515
|
|
Derecognition of assets
|
|
|
|
|
-
|
|
-
|
|
(997)
|
|
(997)
|
|
Exchange differences
|
|
|
|
|
-
|
|
(17)
|
|
-
|
|
(17)
|
|
At
30 September 2024
|
|
|
|
|
62
|
|
246
|
|
1,529
|
|
1,837
|
|
Accumulated amortisation
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2023
|
|
|
|
|
62
|
|
99
|
|
262
|
|
423
|
|
Charge for the year
|
|
|
|
|
-
|
|
53
|
|
118
|
|
171
|
|
Derecognition of assets
|
|
|
|
|
-
|
|
-
|
|
(101)
|
|
(101)
|
|
Exchange differences
|
|
|
|
|
-
|
|
(7)
|
|
-
|
|
(7)
|
|
At
30 September 2024
|
|
|
|
|
62
|
|
145
|
|
279
|
|
486
|
|
Carrying amount
|
|
|
|
|
|
|
|
|
|
|
|
|
At
30 September 2024
|
|
|
|
|
-
|
|
101
|
|
1,250
|
|
1,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
|
Website development
costs
|
Software development
costs
|
Patents
|
Total
|
|
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2022
|
|
|
|
|
62
|
|
144
|
|
1,674
|
|
1,880
|
|
Additions
|
|
|
|
|
-
|
|
39
|
|
427
|
|
466
|
|
Exchange differences
|
|
|
|
|
-
|
|
(10)
|
|
-
|
|
(10)
|
|
At
30 September 2023
|
|
|
|
|
62
|
|
173
|
|
2,101
|
|
2,336
|
|
Accumulated amortisation
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2022
|
|
|
|
|
62
|
|
65
|
|
152
|
|
279
|
|
Charge for the year
|
|
|
|
|
-
|
|
36
|
|
110
|
|
146
|
|
Exchange differences
|
|
|
|
|
-
|
|
(2)
|
|
-
|
|
(2)
|
|
At
30 September 2023
|
|
|
|
|
62
|
|
99
|
|
262
|
|
423
|
|
Carrying amount
|
|
|
|
|
|
|
|
|
|
|
|
|
At
30 September 2023
|
|
|
|
|
-
|
|
74
|
|
1,839
|
|
1,913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 30 September 2024, in the
Group, a total of £nil (2023: £304,000) of patent assets were not
yet being amortised because their useful life was determined not to
have begun.
The derecognition of assets with a
carrying value of £896,000 has been presented as an impairment in
the consolidated income statement. These assets continue to be held
and maintained by the Group.
The Group hold no intangible assets
that are determined to have indefinite useful life.
9. Property, plant and
equipment
Group
|
|
Leasehold
improvements
|
Office
equipment
|
Fixtures
and
fittings
|
Laboratory
equipment
|
Total
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2023
|
|
|
2,084
|
|
191
|
|
185
|
|
2,300
|
|
4,760
|
|
Additions
|
|
|
15
|
|
16
|
|
2
|
|
61
|
|
94
|
|
Disposals
|
|
|
-
|
|
(3)
|
|
-
|
|
(327)
|
|
(330)
|
|
Exchange differences
|
|
|
-
|
|
(5)
|
|
(1)
|
|
(34)
|
|
(40)
|
|
At
30 September 2024
|
|
|
2,099
|
|
199
|
|
186
|
|
2,000
|
|
4,484
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2023
|
|
|
437
|
|
127
|
|
77
|
|
1,881
|
|
2,522
|
|
Charge for the year
|
|
|
211
|
|
36
|
|
35
|
|
268
|
|
550
|
|
Eliminated on disposals
|
|
|
-
|
|
(3)
|
|
-
|
|
(327)
|
|
(330)
|
|
Exchange differences
|
|
|
-
|
|
(2)
|
|
-
|
|
(18)
|
|
(20)
|
|
At
30 September 2024
|
|
|
648
|
|
158
|
|
112
|
|
1,804
|
|
2,722
|
|
Carrying amount
|
|
|
|
|
|
|
|
|
|
|
|
|
At
30 September 2024
|
|
|
1,451
|
|
41
|
|
74
|
|
196
|
|
1,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
Leasehold
improvements
|
Office
equipment
|
Fixtures
and
fittings
|
Laboratory
equipment
|
Total
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2022
|
|
|
2,041
|
|
182
|
|
172
|
|
2,318
|
|
4,713
|
|
Additions
|
|
|
45
|
|
58
|
|
15
|
|
125
|
|
243
|
|
Disposals
|
|
|
-
|
|
(47)
|
|
-
|
|
(88)
|
|
(135)
|
|
Exchange differences
|
|
|
(2)
|
|
(2)
|
|
(2)
|
|
(55)
|
|
(61)
|
|
At
30 September 2023
|
|
|
2,084
|
|
191
|
|
185
|
|
2,300
|
|
4,760
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2022
|
|
|
231
|
|
139
|
|
44
|
|
1,717
|
|
2,131
|
|
Charge for the year
|
|
|
208
|
|
37
|
|
34
|
|
269
|
|
548
|
|
Eliminated on disposals
|
|
|
-
|
|
(47)
|
|
-
|
|
(84)
|
|
(131)
|
|
Exchange differences
|
|
|
(2)
|
|
(2)
|
|
(1)
|
|
(21)
|
|
(26)
|
|
At
30 September 2023
|
|
|
437
|
|
127
|
|
77
|
|
1,881
|
|
2,522
|
|
Carrying amount
|
|
|
|
|
|
|
|
|
|
|
|
|
At
30 September 2023
|
|
|
1,647
|
|
64
|
|
108
|
|
419
|
|
2,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10. Right-of-use assets
Group
|
|
|
|
Buildings
|
Other
|
Total
|
|
|
|
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2023
|
|
|
|
|
|
|
6,241
|
|
18
|
|
6,259
|
|
Additions
|
|
|
|
|
|
|
18
|
|
-
|
|
18
|
|
Derecognition
|
|
|
|
|
|
|
(12)
|
|
-
|
|
(12)
|
|
Exchange differences
|
|
|
|
|
|
|
(112)
|
|
-
|
|
(112)
|
|
At
30 September 2024
|
|
|
|
|
|
|
6,135
|
|
18
|
|
6,153
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2023
|
|
|
|
|
|
|
1,483
|
|
17
|
|
1,500
|
|
Charge for the year
|
|
|
|
|
|
|
744
|
|
1
|
|
745
|
|
Eliminated on
derecognition
|
|
|
|
|
|
|
(12)
|
|
-
|
|
(12)
|
|
Exchange Differences
|
|
|
|
|
|
|
(29)
|
|
-
|
|
(29)
|
|
At
30 September 2024
|
|
|
|
|
|
|
2,186
|
|
18
|
|
2,204
|
|
Carrying amount
|
|
|
|
|
|
|
|
|
|
|
|
|
At
30 September 2024
|
|
|
|
|
|
|
3,949
|
|
-
|
|
3,949
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
|
|
Buildings
|
Other
|
Total
|
|
|
|
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2022
|
|
|
|
|
|
|
5,224
|
|
18
|
|
5,242
|
|
Additions
|
|
|
|
|
|
|
1,029
|
|
-
|
|
1,029
|
|
Derecognition
|
|
|
|
|
|
|
-
|
|
-
|
|
-
|
|
Exchange differences
|
|
|
|
|
|
|
(12)
|
|
-
|
|
(12)
|
|
At
30 September 2023
|
|
|
|
|
|
|
6,241
|
|
18
|
|
6,259
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2022
|
|
|
|
|
|
|
835
|
|
11
|
|
846
|
|
Charge for the year
|
|
|
|
|
|
|
657
|
|
6
|
|
663
|
|
Eliminated on
derecognition
|
|
|
|
|
|
|
-
|
|
-
|
|
-
|
|
Exchange Differences
|
|
|
|
|
|
|
(9)
|
|
-
|
|
(9)
|
|
At
30 September 2023
|
|
|
|
|
|
|
1,483
|
|
17
|
|
1,500
|
|
Carrying amount
|
|
|
|
|
|
|
|
|
|
|
|
|
At
30 September 2023
|
|
|
|
|
|
|
4,758
|
|
1
|
|
4,759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11. Share capital of the company
|
2024
|
|
2024
|
|
2023
|
|
2023
|
|
|
Number
|
|
£
|
|
Number
|
|
£
|
|
Authorised shares
|
|
|
|
|
|
|
|
|
Ordinary shares of £0.01 each -
allotted and fully paid
|
311,855,650
|
|
3,118,557
|
|
202,303,415
|
|
2,023,034
|
|
Total
|
311,855,650
|
|
3,118,557
|
|
202,303,415
|
|
2,023,034
|
|
|
|
|
|
|
|
|
|
|
At 30 September 2024, the Company
had one class of ordinary shares which carry no right to fixed
income.
On 5 April 2024 and 8 April 2024,
the Company issued a total of 109,552,235 new ordinary shares at an
issue price of £0.09 per share raising gross proceeds of £9.9m with
issuance costs of £0.8m.
No shares were issued on the
exercise of share options or warrants during the year (2023:
nil).
The Company has a number of shares
reserved for issue pursuant to warrants and under an equity-settled
share option scheme; further details are disclosed in Notes 12 and
14.
After the year end:
On 28 October 2024, the Company
issued 2,285,741 new ordinary shares.
On 29 November 2024, the Company
issued 2,435,178 new ordinary shares.
On 24 December 2024, the Company
issued 2,742,657 new ordinary shares.
On 31 January 2025, the
shareholders of the Company approved a share capital
reorganisation, whereby each of the 319,319,226 ordinary shares of
£0.01 each in the capital of the Company then in issue was
sub-divided and re-designated as one new ordinary share
of £0.001 each in the capital of the Company and one
deferred share of £0.009 each in the capital of the
Company. Following the Share Capital Reorganisation, there were
319,319,226 ordinary shares of £0.001 each and
319,319,226 deferred shares of £0.009 each.
As all of the existing ordinary
shares were sub-divided and re-designated, the proportion of the
issued share capital of the Company held by each shareholder
immediately following the share capital reorganisation remained
unchanged. In addition, apart from having a different nominal
value, each ordinary share with a nominal value
of £0.001 carries the same rights and represents the same
proportionate interest in the Company as an original ordinary share
with a nominal value of £0.01.
The deferred shares created are
effectively valueless as they do not carry any rights to vote or
dividend rights. In addition, holders of deferred shares will only
be entitled to a payment on a return of capital or on a winding up
of the Company after each of the holders of ordinary shares have
received a payment of £1,000,000 on each such share. The
deferred shares will not be listed on AIM and will not be
transferable without the prior written consent of the Board. No
share certificates have been issued in respect of the deferred
shares, nor will CREST accounts of Shareholders be credited in
respect of any entitlement to deferred shares. The Board's
intention is that deferred shares will be bought back and cancelled
in due course.
On 3 February 2025 and 4 February
2025, the Company issued a total of 1,638,258,415 new ordinary
shares of £0.001 each.
12. Warrants
As at 30 September 2024 there were
7,791,803 shares reserved for issue under warrants (30 September
2023: 7,791,803).
The Warrants were issued on 11
November 2021. The Warrants have an exercise price of 58.125p and
may be exercised for a period beginning one year and ending five
years after the issue date.
In certain circumstances, the
Warrants may be exercised by way of a 'cashless exercise' whereby
holders are entitled to receive a number of warrant shares equal to
[(A-B) x 7,791,803]/(A), where A is the value of the Company's
ordinary shares at the time, and B is the warrant exercise price of
58.125p. Anti-dilution provisions are also in place such that if
there is an adjustment for any dividends paid or changes to
ordinary share capital at any time whilst the warrant is
outstanding, the number of shares issued on exercise of the warrant
is adjusted to take into account the proportionate change (with a
limitation on fractional shares).
On award and at each subsequent
reporting date, the fair value of the Warrants has been estimated
using the Black-Scholes option pricing model. Volatility has been
estimated by reference to historical share price data over a period
commensurate with the expected term of the options awarded
(effectively the remaining term at each reporting date).
The fair value of the Warrants and
the assumptions used in estimating it are shown
below:
|
|
|
30 September
2024
|
|
30 September
2023
|
Share price at reporting date
(p)
|
|
|
3.2
|
|
37
|
Exercise price (p)
|
|
|
58.125
|
|
58.125
|
Expected volatility
|
|
|
98.85%
|
|
84.39%
|
Dividend yield
|
|
|
0%
|
|
0%
|
Expected life of option
|
|
|
2.11
years
|
|
3.11
years
|
Risk free interest rate
|
|
|
3.82%
|
|
4.55%
|
Fair value per Warrant
|
|
|
0.2p
|
|
17p
|
Warrant liability
|
|
|
£11,000
|
|
£1,360,000
|
|
|
|
|
|
|
Warrant liability - Group and
Company
|
Total
|
|
|
|
£000
|
|
At 1 October 2023
|
|
1,360
|
|
Issue of warrants
|
|
-
|
|
Fair value gain on financial
liability designated as FVTPL
|
|
(1,349)
|
|
At
30 September 2024
|
|
11
|
|
|
|
|
|
At 1 October 2022
|
|
114
|
|
Issue of warrants
|
|
-
|
|
Fair value loss on financial
liability designated as FVTPL
|
|
1,246
|
|
At
30 September 2023
|
|
1,360
|
|
13. Lease liabilities
Group
|
|
2024
|
|
2023
|
Maturity analysis:
|
|
£000
|
|
£000
|
Year 1
|
|
1,236
|
|
1,045
|
Year 2
|
|
1,030
|
|
1,052
|
Year 3
|
|
1,036
|
|
1,051
|
Year 4
|
|
1,042
|
|
1,058
|
Year 5+
|
|
2,020
|
|
3,101
|
|
|
6,364
|
|
7,307
|
Less: future interest
charges
|
|
(624)
|
|
(868)
|
|
|
5,740
|
|
6,439
|
Analysed as:
|
|
|
|
|
Current
|
|
1,046
|
|
818
|
Non-current
|
|
4,694
|
|
5,621
|
|
|
5,740
|
|
6,439
|
|
|
|
|
|
14. Share-based payments
Equity-settled share option scheme
In November 2016, the Company established an
Enterprise Management Incentive ("EMI") share option scheme, under
which options have been granted to certain employees, and a
non-employee option scheme with similar terms, except that options
granted under it do not have EMI status. EMI and non-EMI share
options were also previously granted under a share option scheme
established in October 2008 ("the 2008 Scheme"). The Company
does not intend to grant any further options under the 2008 Scheme.
All of the schemes are equity-settled share-based payment
arrangements, whereby the individuals are granted share options of
the Company's equity instruments, namely ordinary shares of 1 pence
(0.1 pence following the share capital reorganisation that took
place on 31 January 2025) each.
The schemes include non-market-based vesting
conditions only, whereby the share options may be exercised from
the date of vesting until the 10th anniversary of the
date of the grant. In most cases options vest under the following
pattern: one-third of options granted vest on the first anniversary
of the grant date; one-third on the second anniversary and
one-third on the third anniversary.
The options outstanding as at 30
September 2024 have exercise prices in the range of £0.09 to
£2.10.
|
|
|
2024
|
|
|
|
2023
|
|
|
Number of
options
|
Weighted
average
exercise
price
|
Number of
Options
|
Weighted
average
exercise
price
|
|
|
|
£
|
|
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Outstanding at start of
period
|
9,983,143
|
|
0.57
|
|
9,447,658
|
|
0.67
|
|
Granted during the
period
|
14,048,020
|
|
0.15
|
|
2,721,061
|
|
0.18
|
|
Forfeited during the
period
|
(1,026,668)
|
|
(0.53)
|
|
(2,185,576)
|
|
(0.48)
|
|
Exercised during the
period
|
-
|
|
-
|
|
-
|
|
-
|
|
Outstanding at end of
period
|
23,004,495
|
|
0.32
|
|
9,983,143
|
|
0.57
|
|
Exercisable at end of
period
|
7,506,823
|
|
0.67
|
|
5,983,853
|
|
0.76
|
|
Weighted average remaining
contractual life (in years) of options outstanding at the period
end
|
|
|
7.94
|
|
|
|
6.60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
Expense arising from share-based
payment transactions
|
|
|
|
514
|
|
332
|
|
|
|
|
|
|
|
|
|
|
The fair value of share options has
been estimated using the Black-Scholes option pricing model.
Volatility has been estimated by reference to historical share
price data over a period commensurate with the expected term of the
options awarded. The assumptions for the options granted during the
current and prior periods were as follows:
|
|
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
Share price at date of
grant
|
|
|
|
|
£0.06 to
£0.34
|
|
£0.156 to
£0.189
|
Exercise price
|
|
|
|
|
£0.09 to
£0.34
|
|
£0.156 to
£0.189
|
Expected volatility
|
|
|
|
|
67% to
69%
|
55% to
56%
|
Dividend yield
|
|
|
|
|
0%
|
|
0%
|
|
Expected life of option
|
|
|
|
|
9.0 to
9.1 years
|
|
8.7 to
9.0 years
|
|
Risk free interest rate
|
|
|
|
|
3.88% to
4.65%
|
|
3.45% to
3.70%
|
|
|
|
|
|
|
|
|
|
|
15. Events after the balance sheet
date
On 19 December 2024, the Company
announced that it had entered an interest free loan agreement with
Vulpes Testudo Fund to provide up to £1m in working capital to
enable it to continue to pursue funding options.
On 17 January 2025, the Company
announced that it had successfully raised gross proceeds of
approximately £7.35m via the issue of 1,470,002,778 new ordinary
shares by way of a placing, subscriptions and retail offer, as
disclosed in note 11. The new shares were ultimately issued on 3
and 4 February 2025.
Notes for Editors
About Oxford BioDynamics Plc
Oxford BioDynamics Plc (AIM: OBD)
is an international biotechnology company, advancing personalized
healthcare by developing and commercializing precision clinical
diagnostic tests for life-changing diseases.
Currently OBD has two commercially available
products: the EpiSwitch®
PSE (EpiSwitch
Prostate Screening test) and EpiSwitch®
CiRT (Checkpoint
Inhibitor Response Test) blood tests. PSE boosts the predictive
accuracy of a PSA test from 55% to 94% when testing the presence or
absence of prostate cancer. CiRT is a
highly accurate (85%) predictive response test to immuno-oncology
checkpoint inhibitor treatments.
The tests are based on OBD's
proprietary 3D genomic biomarker platform, EpiSwitch® which
enables screening, evaluation, validation and monitoring of
biomarkers to diagnose patients or determine how individuals might
respond to a disease or treatment.
OBD's clinical smart tests have the
potential to be used across a broader range of indications, and new
tests are being developed in the areas of oncology, neurology,
inflammation, hepatology and animal health.
The Group's headquarters
and UK laboratories are in Oxford, UK. Its US
operations and clinical laboratory are in Maryland, USA, along
with a reference laboratory in Penang, Malaysia.
OBD is listed on the London Stock
Exchange's AIM (LSE: OBD). For more information, please visit the
Company's website, www.oxfordbiodynamics.com, X
(@OxBioDynamics) or LinkedIn.