TIDMOPTI

RNS Number : 1504C

OptiBiotix Health PLC

17 June 2021

OptiBiotix Health plc

("OptiBiotix" or the "Company" or the "Group")

Final Results for 12 months to 31 December 2020

Notice of AGM

OptiBiotix Health plc (AIM: OPTI), a life sciences business developing compounds to tackle obesity, high cholesterol and diabetes, announces its audited results for the period ended 31 December 2020.

Highlights

Financial

-- Full year revenue of GBP1,523,247, a 104% increase in revenue from the 13 month reporting period in 2019 (2019: GBP744,883)

-- A 124% increase in gross profit from GBP392,803 (2019) to GBP879,819 (2020) as increased sales volumes enabled us to renegotiate contract terms with commercial partners and increase margins

-- A 27% reduction in other administration costs expenses from GBP2,204,216 in 2019 to GBP1,616,069 in 2020

-- The Functional Fibres and Probiotic divisions achieving profitability at the EBITDA level after losses in the prior 13 month period

-- A substantial increase in the value of our holding in SkinBioTherapeutics plc ('SBTX') during the year with an investment of approximately GBP700,000 in 2016, for a 51% pre-IPO holding, delivering an asset now worth circa GBP25m as of June 2021

-- A 49% reduction in operating loss from GBP2,166,638 in 2019 to GBP1,111,393 in 2020. The increase in the value of the SBTX holding during the year resulting in a Group net profit for the year of GBP5,801,866 (2019: net loss GBP2,368,362)

-- Total cash on the balance sheet at the year-end increasing by 90% to GBP864,680 (2019: GBP456,608). Post period, the Company sold GBP900,936 worth of SBTX shares in March 2021

Commercial

-- Launch of three SlimBiome(R) products with Holland & Barrett (H&B) in H1 2020 followed by product line extension in 2021 to eight H&B own brand SlimExpert products

-- The launch of a products containing OptiBiome(R) under the Optislim(R) brand with Woolworths, ChemistWarehouse and on OptiPharm Pty Ltd's online store in Australia and New Zealand in October 2020. The terms of this agreement were subsequently e xtended to include Europe in addition to Australia, parts of Asia, New Zealand, Middle East, Gulf States and North America allowing potential for future sales growth

-- The launch in Italy by ALFASIGMA S.p.A. of a food supplement containing our proprietary cholesterol reducing LP(LDL) (R) probiotic strain, providing an entry into the largest and fastest growing probiotic market in Europe

-- A non-exclusive distribution agreement with Actial Farmaceutica Srl for the distribution of CholBiome(R) and CholBiome(R)(X3) in Australia, New Zealand, Indonesia and Thailand, under the VSL(#) 3(R) range

   --      An exclusive agreement in late 2020 with a US company for the large-scale manufacture and commercialisation of a number of SweetBiotix(R) products in return for upfront, milestone, launch and royalty payments. We are pleased to see this partner making strong progress in 2021 scaling up these innovative products to industrial scale 

Regulatory and Scientific

-- USA FDA authorisation of an Investigational New Drug ('IND') trial by our partner Seed Health of a probiotic containing LP(LDL) (R), to investigate the role of the gut microbiome in patients with Irritable Bowel Syndrome

-- Completion of two new human studies by ProBiotix Health on LP(LDL) (R). The first in partnership with Nutrilinea S.r.l., demonstrating that a new food supplement formulation containing can reduce high blood pressure (hypertension). The second, a placebo-controlled human studies on LP(LDL) (R) in high cholesterol patients showing LP(LDL) (R) when used alone can achieve similar reductions in total cholesterol and LDL (bad cholesterol) to statins, without side effects (submitted for publication)

-- The Company has made significant progress in H1 2021 with its microbiome modulators with early data suggesting we have developed an approach to facilitate industrial scale production

Stephen O'Hara, CEO of OptiBiotix, commented: "This has been a pivotal year for OptiBiotix with doubling sales and a large reduction in costs enabling our Probiotic and Functional Fibre divisions to achieve profitability. This is a substantive change from divisional losses of GBP467,704 for ProBiotix and GBP451,572 for the functional fibre division reported in 2019. This was particularly pleasing given the impact of the COVID-19 pandemic and global recession in key markets, with weight management markets experiencing a 9% decline in growth. The Company has also benefited from an increase in the value of OptiBiotix's holding in SBTX which is making strong progress on its path to commercialising products.

"The Company is now in a position of having established the scientific, clinical and commercial viability of its first-generation products (LP(LDL) (R) and SlimBiome(R)) with a network of internationally recognised partners who are extending product ranges and territories providing a solid basis for future growth. We are also pleased to report commercial progress with our pipeline of exciting second-generation products with the industrial scale up of a range of our innovative SweetBiotix products and a number of large corporates signing Material Transfer Agreements as they develop applications containing SweetBiotix.

"We have continued to make progress since the beginning of the current financial year with strong sales growth and larger orders as existing partners extend their product range and territories. Our focus remains on growing sales of first generation products with larger partners in key strategic markets like India, the USA, and China, and commercialising our pipeline of second generation products in the year ahead.

"With interest in the microbiome increasing, growing sales, increasing margins, reducing costs, and an exciting pipeline of industry disruptive second-generation products, the Company is in a strong position for future growth in this exciting area of healthcare."

This announcement contains information which, prior to its disclosure, was considered inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

For further information, please contact:

 
  OptiBiotix Health plc                                www.optibiotix.com 
  Neil Davidson, Chairman                            Contact via Walbrook 
                                                                    below 
  Stephen O'Hara, Chief Executive 
 
  Cairn Financial Advisers LLP (NOMAD)                 Tel: 020 7213 0880 
  Liam Murray / Jo Turner / Ludovico Lazzaretti 
 
  Cenkos Securities plc (Broker)                       Tel: 020 7397 8900 
  Callum Davidson / Neil McDonald 
  Michael Johnson / Russell Kerr (Sales) 
 
  Walbrook PR Ltd                                      Mob: 07876 741 001 
  Anna Dunphy 
 
 

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identi ed by their use of terms and phrases such as "believe", "could", "should" "envisage", "estimate", "intend", "may", "plan", "potentially", "expect", "will" or the negative of those, variations or comparable expressions, including references to assumptions. These forward looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements re ect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

Chairman's Report

I am pleased to report a further year of solid strategic, commercial and financial progress. The Group has achieved strong sales growth while reducing its already low-cost base, enabling both its Probiotic and Functional Fibre divisions to achieve profitability as planned. The successful commercialisation of our first-generation products with a range of internationally recognised partners confirms the effectiveness and scalability of our innovative, low risk business model, while our pipeline of exciting second-generation products gives us a strong base to deliver continuing growth in shareholder value.

Results

Group sales for the 12 months ended 31 December 2020 (prior period: 13 months ended 31 December 2019) grew by 104% to GBP1,523,247 (2019: GBP744,883) while other administrative expenses reduced by 27% to GBP1,616,069 (2019: GBP2,204,217). Despite the challenges presented by the global COVID-19 pandemic, both the Functional Fibres and Probiotic divisions achieved profitability at the EBITDA level, after losses in the prior 13 month period.

The Company received an additional GBP746,751 during the year from the partial disposal of its holding in SkinBioTherapeutics plc ('SBTX'), which is not included in the Group revenue figures. As a result of the change in the Company's shareholding in SBTX, it is now treated as an investment rather than an associate and the change in the value in the Company's shareholding during the financial year will in future be reflected in the Group accounts. The increase in the value of the SBTX holding of GBP7,120,962 during the year results in a Group net profit for the year of GBP5,801,867 (2019: net loss GBP2,368,362).

The Group's financial position remains strong, with total cash on the balance sheet at the year-end increasing by 90% to GBP864,680 (2019: GBP455,608). Post period, the Company sold GBP900,936 SBTX shares in March 2021 to further strengthen its balance sheet.

Strategy

Optibiotix Health is a life sciences business founded on the development of prebiotic and probiotic compounds to tackle obesity, cardiovascular disease and diabetes: all conditions that are affecting growing numbers of people in all parts of the world.

Our proven, low risk growth strategy is to secure deals with multiple partners - manufacturers, formulators and distributors - in multiple territories around the world, ensuring that we retain control of the complete value chain for all the compounds we develop, and can extract value for our shareholders at each stage.

We have now established the scientific, clinical and commercial viability of our first-generation products (LP(LDL) (R) and SlimBiome(R) / WellBiome(R)) achieving strong sales growth with internationally recognised retail and pharmaceutical partners. As we anticipated, this growth in volumes has enabled us to renegotiate contracts with our partners so as to reduce the cost of goods and deliver improved divisional margins, as noted in the financial report.

The next stage of our strategy will focus on the development and commercialisation of our second-generation platforms, which include SweetBiotix (R) , microbiome modulators to tackle a range of human health conditions, and drug biotherapeutics. All of these offer significant potential for long term growth.

Business development

Among the many positive developments during the year, which the Chief Executive discusses more fully in his report, I would particularly like to highlight:

-- Our agreement in August 2020 with Optipharm and product launch in October 2020 for the exclusive use of our OptiBiome(R) weight management ingredient in over 20 countries in its flagship Optislim brand, the leading weight management brand in Australia.

-- The agreement with a US partner for the large-scale manufacture and commercialisation of a number of SweetBiotix(R) products announced on 15 September 2020.

-- The USA FDA authorisation in October 2020 of an Investigational New Drug ('IND') trial by our partner Seed Health of a probiotic containing LP(LDL) (R).

Since the year-end, we have also achieved an important extension of our product range with Holland & Barrett, which has increased from three to eight the number of lines in its own SlimExpert range containing SlimBiome(R) as announced on 17 March 2021.

The Board

We continue to evolve the Board to ensure that we have the right mix of skills to lead the Group through the next stage of its strategic development, and to this end we have announced the appointment of two non-executive directors since the beginning of the new financial year.

Christopher Brinsmead CBE joined the Board as a non-executive director on 1 January 2021, bringing to us more than 30 years of experience in the pharmaceutical and healthcare sectors as a senior executive and adviser, FTSE 350 company director and chairman.

Stephen Hammond MP joined the Board as a non-executive director on 2 March 2021, further complementing our skillset through his experience during a successful career in fund management and investment banking prior to entering Parliament in 2005, and his subsequent senior roles in government.

Peter Wennström retired as a non-executive director on 1 January 2021, with our thanks for his contribution to the development of the Company and particularly for his valuable advice on brand strategy and the positioning of our first-generation products in international markets; I am pleased that his expertise remains available to us as an adviser.

René Kamminga joined as Chief Executive Officer ("CEO") of OptiBiotix Ltd, a wholly owned subsidiary of OptiBiotix Health plc, on 6 April 2021. We are confident that his experience and track record of growing sales, and his network of new industry contacts within the pharmaceutical and nutraceutical industries, will help OptiBiotix in its next phase of development as we look to extend the range of applications for our award-winning SlimBiome(R) and LP(LDL) (R) ingredients, and to commercialise our second generation SweetBiotix(R), microbiome modulating, and LP(LDL) (R) drug products.

Following René's appointment Dr Fred Narbel, has moved to a more strategic role within the business as a non-executive director of OptiBiotix Ltd. We are grateful to Fred for his contribution over the previous two years in building the sales of our first-generation products, expanding our network of production partners around the world, securing commercial launches of products containing SlimBiome(R) with retailers in numerous countries, and in setting up the Functional Fibres division's quality system, and we look forward to his continued support in his new role.

We have also strengthened our senior executive team below the main Board, as the Chief Executive reports below.

Outlook

We have made a strong start to the current year, continuing to expand sales of our proven first-generation products whilst building the scientific and clinical evidence base needed to de-risk our highly innovative second-generation products and maximise their commercial potential in the future. Our new products open up significantly larger market opportunities, which we are well placed to exploit through an established, low overhead, sustainable business model that has demonstrated its ability to deliver a rapid increase in scale.

Already this year we have been able to report agreements and product launches that secure increased SlimBiome(R) sales in the UK, USA, Africa, India and wider Asia; the extension to two new territories in our agreement with Actial Farmaceutical for the distribution of CholBiome(R) and CholBiome(R)(x3) ; and success in long term stability studies that assure the shelf life of SlimBiome(R) Medical, CholBiome(R) and CholBiome(R)(x3) , which will allow OptiBiotix and its partners to place larger orders for these products, so reducing the cost of goods and increasing margins. Our manufacturing partner is making strong progress with the first industrial scale production of SweetBiotix(R), and we have begun to explore the full potential of LP(LDL) (R) as a drug biotherapeutic.

Although the COVID-19 pandemic has presented some significant challenges over the last year in diverting commercial, medical and governmental attention away from the markets we address and delaying decision-making by some partners, we are confident that the issues of obesity, high cholesterol and diabetes will remain key areas of concern worldwide in the years ahead, and that the pandemic experience will drive increased interest in science-based products to address these challenges.

The strengthening of our Board and senior management since the beginning of the year give me confidence in our ability to continue to grow the business, and to deliver growing value for our shareholders in the longer term.

N Davidson

Chairman

16 June 2021

Chief Executive Officer's Report

OptiBiotix offers investors a unique opportunity to participate in the growth potential afforded by one the most progressive and exciting areas of biotechnological research: the modulation of the human microbiome. The Company develops unique, innovative products protected by an extensive and growing international portfolio of patents and trademarks. Our two-stage strategy and low-cost business model are designed to maximise the earning potential of each of our products while limiting our investors' risk, achieving global access to fast-growing markets by working with a range of local partners who are recognised and respected as leaders in their fields.

STRATEGIC DEVELOPMENT

We are successfully progressing a two-stage strategy that is delivering as planned, with our first-generation products, LP(LDL) (R) and SlimBiome(R), generating rapid revenue growth against a low and decreasing cost base enabling us to achieve profitability in our two principal Probiotic and Functional Fibre divisions. This was a substantive change from divisional losses of GBP467,704 for ProBiotix and GBP451,572 for the functional fibres division reported in 2019. The second stage of our strategy is delivering on the huge potential of our second-generation products: the SweetBiotix(R) family of functional fibres that act as low calorie, prebiotic sweeteners; microbiome modulators; and drug biotherapeutics. These products carry higher development risks than our first-generation products but address much larger market opportunities, affording very substantial potential for future growth in revenues and profits and shareholder value.

During 2020 we reached a turning point with our first-generation products gaining a commercial position and brand recognition in over 120 countries. These products were designed with a low development risk with the aim of establishing the Company's industry credibility, and testing our business model in the market. This has been achieved with the conclusion of multiple deals with large retail and pharmaceutical partners including Alfasigma, Agropur, Holland & Barret, and Optipharm, with OptiBiotix increasingly being identified as a key player in the microbiome space in industry reports. Holland and Barrett and AlfaSigma launched products in the first quarter of 2020 and Optipharm in the last quarter. Whilst retail agreements typically have lower margins, they enhance the credibility and consumer awareness of our products, and with it, confidence in our brand.

The fact that our products are now increasingly becoming associated with internationally recognised retail and pharmaceutical partners and established brands creates a virtuous circle of further interest from other potential partners and markets.

FINANCIAL RESULTS

As the Chairman has noted, Group sales for the 12 months ended 31 December 2020 (prior period: 13 months ended 31 December 2019) more than doubled to GBP1,523,247 (2019: GBP744,883). This 104% increase in revenues would have +placed OptiBiotix Health among the top ten growth companies in the UK during 2020 ( The UK's Top Ten Fastest Growing Companies Revealed, Forbes August 2020).

Both our principal divisions contributed to this strong sales performance and transitioned to profitability during the year.

The Functional Fibres division (SlimBiome(R), OptiBiome(R) and WellBiome(R)) grew sales by 151% to GBP557,539 (2019: GBP222,235) despite the challenging trading environment created by COVID-19, which limited our partners' ability to innovate, formulate and launch new products during the year. The division delivered positive EBITDA of GBP67,271, compared with an EBITDA loss of GBP451,572 in the previous period.

The Probiotic division, our wholly owned subsidiary Probiotix Health Ltd (LP(LDL) (R)), increased sales by 107% to GBP821,126 (2019: GBP397,831), despite a number of customers postponing product launches or temporarily shifting their focus to immune health products in response to the Coronavirus pandemic. The division generated positive EBITDA of GBP88,762, compared with an EBITDA loss of GBP467,704 in 2019.

Our smaller Consumer Health division, operating our own online store, grew sales by 17% to GBP137,024 (2019: GBP117,560). This business continues to serve as a valuable shop window for testing new products with consumers, and has helped us to achieve successful product launches with partners including Holland & Barrett and Alfa Sigma.

Group administrative expenses, excluding non-cash items such as share-based payments and amortisation, reduced by 27% to GBP1,616,069 (2019: GBP2,204,217) as increased sales volumes enabled us to renegotiate contract terms with our commercial partners to deliver improved margins.

As the Chairman has noted, the Group's net profit includes the benefit of a substantial increase in the value of our holding in SkinBio Therapeutics plc ('SBTX") during the year. SBTX is making strong progress towards commercialising its products and we believe that it will prove to an appreciating asset for our shareholders in the future. It is worth noting that our initial investment of approximately GBP700,000 in this business in 2016 has delivered an investment asset now worth circa GBP25m as at 1 June 2021. We are pleased that our strategy of developing divisions as separate legal entities with the potential for a trade sale or separate public listing has helped create such a valuable asset to OptiBiotix shareholders.

We will continue to consider other opportunities which capitalise on growing investor interest investment in the microbiome space in both the UK and international markets where they provide scope for enhancing shareholder value.

COMMERCIAL UPDATE

We signed a total of 27 new commercial agreements during the year ended 31 December 2020: 18 for SlimBiome(R) and related products in the Functional Fibres division, and 9 for LP(LDL) (R) in ProBiotix Health.

Of note were deals with Holland and Barrett, Optipharm, and US partners that open up retail opportunities in the UK, Australia, parts of Asia, the Middle East, and North America. Announcing such deals increases industry awareness of OptiBiotix's brands within the industry, and changes the nature of partner discussions as the commercial benefits are established in more territories. Growing brand awareness increases the value of a product, and ultimately shareholder value, and is particularly important and valued by large corporates. This is in line with our strategic aim of growing the awareness of our ingredient and finished product brands around the world. Deals with Genuine Health (Canada/USA), Granja Pocha (Dairy: Uruguay) and Ayalla (Brazil), and at the end of the year, UITC (Singapore) support this approach and open up markets of strategic importance in the USA, South America, and Asia. Having products and brand presence in multiple territories is really important for corporate partners or potential corporate acquirers as it shows our products have international reach and appeal to customers around the world, and are not restricted to national markets. This is a major value enhancer as not all products are able to cross international boundaries.

LP(LDL) (R)

Sales of LP(LDL) (R) as an ingredient or final product grew by 107% during the year. We have developed the science, carried out human studies to confirm product safety and efficacy, protected our commercial interests with a broad IP portfolio comprising some 30 patents, and built a supply chain of licensed partners to manufacture, formulate, and distribute this product around the world. We now have partners commercialising LP(LDL) (R) in over 60 countries including the world's largest probiotic market (USA: Seed Health) and second largest (Italy: AlfaSigma). The next stage of our strategy is to grow sales with existing partners, extend territories and applications, and continue to sign up new partners. In addition to growing sales, the Company is renegotiating contracts as volumes increase to reduce the cost of goods. The renegotiation of our contract with Sacco Srl from a profit sharing to a manufacture supply agreement where we buy from Sacco and then sell product to partners ourselves has significantly improved margins.

Particularly noteworthy developments during the year were the successful launch of AlfaSigma's Ezimega 3 product and the commercial growth of Seed Health's Daily Synbiotic. These achieved strong early growth despite the emerging COVID-19 pandemic which impacted on sales in the second half of the year. The signing of an agreement with Actial Farmaceutica Srl for the distribution of CholBiome(R) products was a significant commercial achievement and brought further credibility to the LP(LDL) (R) brand. Actial is the developer of one of the world's best-known probiotic brands - VSL(#) 3(R) - and their products have a reputation for their strong science and clinical studies amongst hospital clinicians, GPs and pharmacists.

The Company has now published six studies on LP(LDL) (R) in peer reviewed journals or as abstracts at international scientific conferences. These cover the safety and performance of LP(LDL) (R) in human studies, the three mechanisms of action by which LP(LDL) (R) reduces blood lipids, and LP(LDL) (R)'s antimicrobial activity against a wide range of clinically important human and/or animal pathogens including Campylobacter, Shigella, Salmonella, E.coli O157, and Clostridium difficile. The results of two published independent human studies in different countries show significant reductions in both blood pressure and cholesterol and the product to be safe and well tolerated.

Publications and presentations help to differentiate LP(LDL) (R) from products which are sold solely on marketing and reduce the risk of commoditisation and price erosion.

   LP(LDL) (R) has been determined as Generally Recognized As Safe ("GRAS") by the US   Food and Drug Administration (FDA) and has pharmaceutical GMP manufacture designation. This, together with the presence of a scientific and clinical evidence base, gives it major points of differentiation from other probiotics. These designations increase the market attractiveness of LP(LDL) (R) to pharmaceutical partners either used by itself, or as combination treatment to help lower the dose and potential side effects of statins.  This extends its potential beyond the traditional supplement market into broader therapeutic opportunities within pharmaceutical consumer health businesses or as a drug biotherapeutic with pharmaceutical partners. 

SlimBiome(R)

Sales of SlimBiome(R) as an ingredient or final product grew by 151% during the year. This was largely driven by partners in the UK, Australia and the USA launching new retail products, or building stock levels for the launch of products. Of particular note is the extension of SlimBiome(R) into everyday foods like muesli and porridge and the development of healthy snacks like fruit and fibre gummies under the SnackSmart(R) brand. The launch of WellBiome(R) during the year reflects the growing interest from partners in a science backed Health and Wellbeing microbiome product which taps into a global trend for Health & Wellness, a market estimated to be worth US$4.2 trillion in 2019 with the digestive health segment accounting for US$60 billion.

SweetBiotix(R)

SweetBiotix(R) is a family of products based on the concept of creating a low calorie sweet fibre that has a low glycaemic index, which enhances the microbiome. The concept uses new science, new manufacturing processes, and represents a step change from existing products on the market or known to be under development. Our aim is to build a broad range of products suitable for a wide range of application areas which can meet the needs of multiple partners on applications as diverse as dairy, cereals, and hot and cold beverages. Each of these has to be assessed in terms of flavour optimisation, stability, dosage, safety, tolerance, health benefits, and the final product cost profile.

The agreement signed with a US partner in the second half of 2020 represented a significant milestone in the commercialisation of SweetBiotix(R) products. The agreement, for one part of the SweetBiotix(R) portfolio, grants an exclusive licence in return for our partner making a significant investment to cover all the manufacturing, marketing and commercialisation costs. In return, we will receive upfront, annual and product launch royalties from our US partner, plus royalties on all future product sales. We have also negotiated enhanced royalty payments on sales of SweetBiotix(R) products by our partner to 11 application / innovation partners.

INTELLECTUAL PROPERTY

There has been a rapid increase in the number of patents filed in the microbiome space in the last 10 years, and OptiBiotix and Probiotix Health have together filed numerous patents to protect their commercial interests and create first mover advantage in this evolving field. This is being supported by a large investment - typically of over GBP250,000 per year - in patents and trademarks to broaden protection in international markets

Our Intellectual Property ('IP') strategy has been based on building a portfolio of overlapping patents to protect our commercial interests and reduce the risk of any particular patents failing to grant or being opposed by a competitor. This means that we have multiple composition, application, and process patents to protect each area of our business. Whilst this approach is more costly, it reduces our future commercial risk. As patents are granted in key territories (typically the US, Europe, Canada, Japan, Australia, India) the Group has been able to refine its patent portfolio to reduce IP costs whilst continuing to protect its commercial interests.

Our strategy and investment have enabled the Group to build an extensive and valuable intellectual property portfolio of some 70 patents worldwide. In addition to these patents, we have registered over 68 trademarks to provide what is called 'double IP' - a combination of patents and supporting trademarks which allows OptiBiotix to build its trademarked brands supported by its patents. This approach further reduces risk and in combination creates a valuable IP portfolio in the microbiome field.

KEY ACHIEVEMENTS

During the period to date we have signed new agreements, launched new products, extended our agreements with existing partners and completed successful human studies on the effectiveness of our products, and the highlights of the year were as follows:

New agreements

-- Concluding an agreement with Optipharm, whose flagship brand Optislim is Australia's leading weight management brand, for the exclusive use of our OptiBiome(R) weight management ingredient in over 20 countries including Australia, parts of Asia, New Zealand, Middle East, Gulf States and North America

-- Signing a three-year distribution agreement with a subsidiary of Pierce Group Asia granting it exclusive rights to import and commercialise OptiBiotix's SlimBiome(R) and LP(LDL) (R) and to manufacture, develop, and sell a wide range of finished products to China and Hong Kong

-- Granting MAXCARE Inc exclusive rights to commercialise OptiBiotix's SlimBiome(R) proprietary weight management technology in Taiwan

-- The signature of a licensing agreement with Granja Pocha S.A. for the inclusion of ProBiotix's patented probiotic strain LP(LDL) (R) into a functional yogurt product in Uruguay, South America

-- Conclusion of a new licensing agreement with Velinoff Pharma Ltd for the distribution of ProBiotix's products CholBiome(R) and CholBiome(R)(X3) , which contain OptiBiotix's patented probiotic strain LP(LDL) (R), in Bulgaria

-- Reaching a one year exclusive distribution agreement with Prosperous Pharma, based in Lebanon, to distribute and commercialise OptiBiotix's SlimBiome(R) Medical to the Gulf Cooperation Council States and the Levant region

-- A non-exclusive distribution agreement with Actial Farmaceutica Srl for the distribution of CholBiome(R) and CholBiome(R)(X3) in Australia, New Zealand, Indonesia and Thailand, under the VSL(#) 3(R) range

-- An exclusive agreement with a US company for the large-scale manufacture and commercialisation of a number of SweetBiotix(R) products in return for upfront, milestone, launch and royalty payments

-- An exclusive distribution agreement granting United Italian Trading Corporation (Pte) Ltd exclusive rights to distribute SlimBiome(R) Medical, CholBiome(R) and CholBiome(R)(X3) in Singapore

-- The grant of a non-exclusive LP (LDL) (R) license to Genuine Health Inc for a cardiovascular health product in Canada and the USA

Product launches

-- The launch of a branded SlimBiome(R) product range with Holland & Barrett, the first agreement with a major retailer to market our proprietary weight management technology

-- The launch in Italy by ALFASIGMA S.p.A. of a food supplement containing our proprietary cholesterol reducing LP(LDL) (R) probiotic strain, providing an entry into the largest and fastest growing probiotic market in Europe

-- The launch of SlimBiome(R) in the North American market by Agropur, following our grant to them in 2019 of an exclusive licence to manufacture, supply and distribute our SlimBiome(R) weight management technology in the USA, Canada and Mexico

-- The launch of SlimBiome(R) containing products in Walmart and Costco in the USA and Canada through US partners Smart For Life and Evolution 18

-- The launch of WellBiome(R), a patented supplement to improve gut health; this is a proprietary blend of prebiotic functional fibres, functional dietary fibres and minerals optimised to promote the diversity of the gut microbiome, and is an evolution of our proven SlimBiome(R) functional ingredient formulated to support weight loss and weight management

-- The launch of a range of meal replacement shakes and bars containing our OptiBiome(R) proprietary weight management technology under the Optislim(R) brand with Woolworths, ChemistWarehouse and on OptiPharm Pty Ltd's online store in Australia and New Zealand in October 2020

Extensions of product range or territories with existing partners

-- Signing a new global manufacturing and supply agreement for LP(LDL) (R) with Sacco S.r.l., extending our existing agreement with them until 2023 and changing our original profit-sharing terms to allow us to benefit from lower prices for LP(LDL) (R) as sales increase

-- Extension of the existing terms and territories for our partners CTC Group and Cambridge Commodities for the distribution of SlimBiome(R), SlimBiome(R) Medical and GoFigure(R)

-- Extension of the territories with Extensor to distribute our GoFigure(R) consumer weight management products in Ukraine, Estonia, Lithuania, Latvia, Kazakhstan, Kyrgyzstan, Tajikistan, Uzbekistan, Turkmenistan, Armenia, Azerbaijan, Georgia, Belarus, Moldova and Russia

-- Extension of our existing terms to include WellBiome(R) with Draco Ingredients GmbH in Germany; Agropur MSI LLC in the USA, Canada and Mexico; Maxum Foods in Australia and New Zealand; and CTC Holdings BV in the Philippines, Vietnam, Indonesia, Colombia, the Dominican Republic and Guatemala

-- Extension of the terms, territories, and products covered by our existing distribution with CTC Holding BV for the sale of CholBiome(X3) to include LP(LDL) (R) as a bulk ingredient and three additional products: CholBiome, CholBiome(BP) and CholBiome(VH,,) and to extend coverage from the Philippines to include non-exclusive distribution rights for Vietnam, Indonesia, Colombia, the Dominican Republic and Guatemala

-- Extending the terms of our original exclusive licence agreement for OptiBiome(R) with OptiPharm Pty Ltd. ("OptiPharm") to include Europe in addition to Australia, parts of Asia, New Zealand, Middle East, Gulf States and North America

New human studies

-- Completion of a successful human study by ProBiotix Health, in partnership with Nutrilinea S.r.l., demonstrating that a new food supplement formulation containing LP(LDL) (R) can reduce high blood pressure (hypertension)

New drug trial authorisation

-- USA FDA authorisation of an Investigational New Drug ('IND') trial by our partner Seed Health of a probiotic containing LP(LDL) (R), to investigate the role of the gut microbiome in patients with Irritable Bowel Syndrome

MANAGEMENT

There were no changes to the Group Board during the year, though as the Chairman has reported we have made a number of important new executive and non-executive appointments since the beginning of the new financial year.

We have also made a number of senior appointments below the level of the main Board. In January 2021 Aneta Zlotokowska joined us from Tesco as Head of Quality & Operations, with a remit to ensure that we meet the quality and regulatory requirements of our growing network of corporate and retail partners around the world. Dr Taru Jain joined us in March 2021 to focus on business development and sales growth in the strategically important Indian and Asian markets, and Christopher Nother joined us in January 2021 on a 6 month part-time consultancy basis to explore the potential for LP(LDL) (R) in pharmaceutical markets as a live biotherapeutic or consumer health product. The Company now has more opportunities, with an increasing number of larger partners, than it is able to meet within its existing capacity and will continue to evolve the team to fully exploit the opportunity within the window of opportunity.

As noted in the interim report, Steve Prescott left his position as CEO of ProBiotix Health Ltd by mutual agreement at the end of May 2020, since when I have acted as CEO of the division with the support of Mikkel Hvid-Hansen in the expanded role of Commercial Director.

OUTLOOK

Our two-stage strategy is delivering as planned, with our first-generation products, LP(LDL) (R) and SlimBiome(R), generating revenue growth and profitability in our two principal divisions. The company is now in the strongest position it has ever been in with an exciting technology pipeline, broad intellectual property portfolio in the microbiome, a number of clinical studies showing product safety and efficacy, growing international brand presence, strong sales, forward orders, and balance sheet. This provides the base of a sustainable business on which to grow the business.

The second stage of our strategy is delivering on the huge potential of our second-generation products: the SweetBiotix(R) family of functional fibres that act as low calorie, prebiotic sweeteners; microbiome modulators; and drug biotherapeutics.

We have continued to make strong progress since the beginning of the current financial year with strong sales growth and larger order sizes as existing partners extend their product range. Significant developments in the year to date include:

-- The extension of Holland & Barrett ("H&B")'s range of their own brand SlimExpert products containing SlimBiome(R) from three to eight, including meal replacement and porridge lines, as direct result of H&B tasting and testing our own finished product applications sold through our online store

-- The launch of SlimBiome(R) and OptiBiome(R) products in Asia, through partners in Thailand, Taiwan and Singapore expected to contribute revenues in the current financial year and act as a stepping stone to the larger China market

-- ProBiotix Health Ltd, entered a deal for LP LDL(R) with Compson Biotechnology Inc. in Taiwan, one of the largest distribution platforms in South East Asia

-- The signing of a new agreements with Dipromed for the sale of SlimBiome(R) Medical and CholBiome(R) products in Morocco and Algeria

-- Expansion of SlimBiome(R) sales in India through extension of Anthem Biosciences' Metalite Pro product range and the launch of the ZeoSlim range of meal replacements by Zeon Lifesciences. This is a country of strategic importance to our growth plans and we anticipate reporting further news in this region

-- The launch of Dietworks Appetite control gummies containing SlimBiome(R) in the USA through online and retail channels across the USA opening up another point of access to the large US market

-- Extension of territories with Actial Farmaceutica Srl to distribute CholBiome(R) and CholBiome(R)(X3) under the VSL#Cardio(R) range to France and Malaysia in addition to their existing territories of Australia, New Zealand, Indonesia and Thailand, with further territory extensions and product launches expected in the course of the current year

-- Good progress by our SweetBiotix(R) manufacturing partner in the production of products on an industrial scale, paralleled by the release of a number of independent peer-reviewed publications (R)

-- Exploration of the potential to use LP(LDL) (R) in the pharmaceutical sector as either an 'over the counter' product or a drug biotherapeutic in markets outside the USA. We hope to be shortly publishing placebo-controlled human studies which demonstrate show that LP(LDL) (R) can achieve similar reductions in total cholesterol and LDL (bad cholesterol) to statins, without any side effects

Investor and consumer interest in the human microbiome continues to grow, presenting us with a market opportunity that is large and expanding. OptiBiotix is ideally placed to exploit this opportunity, with the Company having first generation products which have won multiple awards, published studies in peer reviewed journals, granted patents, doubling sales, and a number of partners increasing both their product range and territorial reach. We are seeing a growing number of deals in Asia as we build brand awareness and product reputation in countries like Taiwan and Singapore to help open up opportunities for the larger Asia markets. We believe that each of these first generation products have the potential for GBP10-20m sales per annum which on a 10X multiple would value each of these businesses at GBP100m to GBP200m each.

Our exciting second-generation SweetBiotix (R) products offer huge potential as healthy alternatives to sugar and sweeteners whilst our microbiome modulators create the potential to precision engineer the microbiome to positively impact specific human health conditions. We are pleased to see our SweetBiotix(R) manufacturing partner making strong progress scaling up these exciting products to industrial scale. Our partner agreed to make a six-figure payment on signing the agreement and at 12 monthly intervals until product launch when they will pay royalties on sales. This is unusual in the food and beverage industry and highlights the value our partner places on this product. We are also pleased to note that Seed Health, has received FDA Investigational New Drug (IND) approval to undertake a human clinical trial with its multi-species probiotic product containing OptiBiotix's LPLDL in patients with irritable bowel syndrome. This has the potential to be a significant value enhancing step if this study is successful and the product is approved as a drug. OptiBiotix has also made significant progress with its microbiome modulators with early data suggesting we have an approach which allows us to manufacture these at scale. If confirmed, this is a major step forward in the commercialisation process and when reported should enhance the commercial appeal of these products to corporate partners.

The strong growth in our revenues, the achievement of divisional profitability, the continuing flow of new agreements and product launches, the strength of our development pipeline, and the strengthening of our Board and senior executive team allow me to look forward with confidence to the further progress of the Company in the current year and beyond.

Stephen O'Hara

Chief Executive

16 June 2021

Consolidated statement of comprehensive income

 
                                                                         Restated 
                                        Notes        Year ended      Period ended 
                                                    31 December       31 December 
                                                           2020              2019 
                                                            GBP              GBP* 
  Revenue from contracts with 
   customers                                          1,523,247           744,883 
 
  Cost of sales                                       (643,428)         (352,080) 
                                                 --------------    -------------- 
  Gross Profit                                          879,819           392,803 
 
  Share based payments                                (127,248)         (137,320) 
  Depreciation and amortisation                       (247,895)         (217,904) 
  Other administrative costs                        (1,616,069)       (2,204,217) 
 
   Total administrative expenses          6         (1,991,212)       (2,559,441) 
                                                 --------------    -------------- 
  Operating loss                                    (1,111,393)       (2,166,638) 
  Finance cost                            5            (44,954)          (44,467) 
  Finance income                          5                  98               110 
                                                 --------------    -------------- 
                                                       (44,856)          (44,357) 
 
  Share of loss from associate           12           (303,448)         (546,316) 
  Gain on disposal of an associate       12           4,165,223                 - 
  Gain on investments                    12           2,955,739                 - 
  Profit on disposal of investments      12              48,967           265,481 
                                                 --------------    -------------- 
  Profit/(Loss) before tax                            5,710,232       (2,491,830) 
 
  Corporation tax                         8              91,635           123,468 
                                                 --------------    -------------- 
  Profit/(Loss)for the period                         5,801,867       (2,368,362) 
 
  Other comprehensive income                                  -                 - 
                                                 --------------    -------------- 
  Total comprehensive income 
   for the period                                     5,801,867       (2,368,362) 
 
  Total comprehensive income 
   attributable to: 
     Owners of the company                            5,801,867       (2,367,247) 
     Non-controlling interests                                -           (1,115) 
                                                 --------------    -------------- 
                                                      5,801,867       (2,368,362) 
 
  Earnings per share from continued 
   operations 
  Basic profit/(loss) per share 
   - pence                                9               6.65p           (2.78)p 
  Diluted profit/(loss) per 
   share - pence                                          6.07p           (2.78)p 
 
 

Consolidated Statement of Financial Position

 
                                                                     Restated 
                                    Notes             As at             As at 
                                                31 December       31 December 
                                                       2020              2019 
  ASSETS                                                GBP              GBP* 
  Non-current assets 
  Intangibles                        10           2,735,621         2,632,778 
  Property, plant & equipment        11                   -               393 
  Investments                        12           8,962,564         2,842,834 
                                             --------------    -------------- 
                                                 11,698,185         5,476,005 
                                             --------------    -------------- 
  CURRENT ASSETS 
  Inventories                        13             184,236            62,761 
  Trade and other receivables        14             645,823           607,308 
  Current tax asset                   8             310,435           190,435 
  Cash and cash equivalents          15             864,680           455,608 
                                             --------------    -------------- 
                                                  2,005,174         1,316,112 
                                             --------------    -------------- 
  TOTAL ASSETS                                   13,703,359         6,792,117 
 
  EQUITY 
  Shareholders' Equity 
  Called up share capital            16           1,758,812         1,708,811 
  Share premium                      17           2,537,501         1,646,873 
  Share based payment reserve        17             867,307           740,059 
  Merger relief reserve              17           1,500,000         1,500,000 
  Convertible debt - reserve         17              92,712            92,712 
  Retained Earnings                  17           5,058,968         (742,899) 
  Non-controlling interest           17              35,782            35,782 
                                             --------------    -------------- 
  Total Equity                                   11,851,082         4,981,338 
                                             --------------    -------------- 
  LIABILITIES 
  Current liabilities 
  Trade and other payables           18             518,995           561,624 
                                             --------------    -------------- 
                                                    518,995           561,624 
                                             --------------    -------------- 
  Non - current liabilities 
  Deferred tax liability             19             561,523           522,350 
  Convertible loan notes             20             771,759           726,805 
                                             --------------    -------------- 
                                                  1,333,282         1,249,155 
                                             --------------    -------------- 
  TOTAL LIABILITIES                               1,852,277         1,810,779 
                                             --------------    -------------- 
  TOTAL EQUITY AND LIABILITIES                   13,703,359         6,792,117 
 
 

* The prior years figures have been restated, refer to notes 7 and 12

These financial statements were approved and authorised for issue by the Board of Directors on 16 June 2021 and were signed on its behalf by:

S P O'Hara

Director

Company Registration no. 05880755

Consolidated Statement of Changes in Equity

 
                                                                                                                        Share-based 
                        Called                                                          Convertible          Merger         Payment 
                            up          Retained           Share                               Debt          Relief         reserve             Total 
                         Share          Earnings         Premium    Non-Controlling         Reserve         Reserve                            equity 
                       capital                                             interest 
                           GBP               GBP             GBP                GBP             GBP             GBP             GBP               GBP 
  Balance at 
   30 November 
   2018              1,694,488         1,624,348       1,603,904             36,897               -       1,500,000         602,739         7,062,376 
 
  Loss for 
   the period 
   (restated*)               -       (2,367,247)               -            (1,115)               -               -               -       (2,368,362) 
 
  Issues of 
   shares 
   during 
   the period           14,323                 -       42,969                     -               -               -               -            57,292 
 
    Share 
    options 
    and 
    warrants                 -                 -               -                  -               -               -         137,320           137,320 
                             -                 -               -                  -          92,712               -               -            92,712 
 
 
                  ------------    --------------    ------------       ------------      ----------    ------------    ------------    -------------- 
  Restated 
   Balance at 
   31 December 
   2019              1,708,811         (742,899)       1,646,873             35,782          92,712       1,500,000         740,059         4,981,338 
 
  Profit for 
   the year                  -         5,801,867               -                  -               -               -               -         5,801,867 
 
  Issues of 
   shares 
   during 
   the year             50,001                 -         950,003                  -               -               -               -         1,000,004 
 
  Share issue 
   costs                     -                 -        (59,375)                  -               -               -               -          (59,375) 
 
  Share 
   options 
   and 
   warrants                  -                 -               -                  -               -               -         127,248           127,248 
 
                  ------------    --------------    ------------       ------------      ----------    ------------    ------------    -------------- 
  Balance at 
   31 December 
   2020              1,758,812         5,058,968       2,537,501             35,782          92,712       1,500,000         867,307        11,851,082 
 
 
 

* The prior year's figures have been restated, refer to notes 7 and 12

Consolidated Statement of Cash Flows

 
                                           Notes                    Period ended 
                                                                     31 December 
                                                                            2019 
                                                      Year ended 
                                                     31 December 
                                                            2020 
                                                             GBP             GBP 
  Cash flows from operating activities 
 
  Cash utilised by operations                1         (928,061)     (2,036,532) 
  Tax received                                                 -         313,173 
  Interest paid                                                -            (57) 
  Interest received                                           98             168 
                                                    ------------    ------------ 
  Net cash outflow from operating 
   activities                                          (927,963)     (1,723,248) 
 
 
 
  Cash flows from investing activities 
 
  Purchase of intangible assets                        (350,345)       (594,923) 
 
                                                    ------------    ------------ 
  Net cash outflow from investing 
   activities                                          (350,345)       (594,923) 
                                                    ------------    ------------ 
  Cash flows from financing activities 
  Share issues                                           940,629          57,292 
  Issue of loan notes                                          -         775,050 
  Disposal of investments                                746,751         617,130 
 
                                                    ------------    ------------ 
  Net cash inflow from financing 
   activities                                          1,687,380       1,449,472 
                                                    ------------    ------------ 
 
 
 
  Increase/(decrease) in cash 
   and equivalents                                       409,072       (868,699) 
 
  Cash and cash equivalents at 
   beginning of period                                   455,608       1,324,307 
 
                                                    ------------    ------------ 
  Cash and cash equivalents at 
   end of period                            15           864,680         455,608 
 
 
 

Notes to the Consolidated Statement of Cash Flows

   1.    Reconciliation of loss before income tax to cash outflow from operations 
 
                                                Year ended    Period ended 
                                               31 December     31 December 
                                                      2020            2019 
                                                       GBP             GBP 
 
  Operating loss                               (1,111,393)     (2,166,638) 
  (Increase) in inventories                      (121,475)        (32,328) 
  (Increase) in trade and other 
   receivables                                    (37,190)       (233,504) 
  (Decrease)/Increase in trade 
   and other payables                             (42,630)          40,634 
  Depreciation charge                                  393           2,750 
  Share Option expense                             127,248         137,320 
  Amortisation of patents and development 
   costs                                           247,502         215,234 
  Net forexdifferences                               9,484               - 
 
                                              ------------    ------------ 
  Net cash outflow from operations               (928,061)     (2,036,532) 
 
 
   2.    Cash and Cash Equivalents 
 
 
                                                      Year ended                      Period ended 
                                                     31 December                       31 December 
                                                            2020                              2019 
                                                             GBP                               GBP 
  Cash and cash equivalents                              864,680                           455,608 
 
 
 
 

Company Statement on Financial Position

 
                                   Notes             As at             As at 
                                               31 December       31 December 
                                                      2020              2019 
  ASSETS                                               GBP               GBP 
  Non-current assets 
  Investments                       12          11,043,469         6,212,556 
  Other receivables                 14             329,057         5,941,360 
                                            --------------    -------------- 
                                                11,372,526        12,153,916 
                                            --------------    -------------- 
  CURRENT ASSETS 
  Trade and other receivables       14              89,420            24,707 
  Cash and cash equivalents         15             532,769           139,243 
                                            --------------    -------------- 
                                                   622,189           163,950 
                                            --------------    -------------- 
  TOTAL ASSETS                                  11,994,715        12,317,866 
 
 
  EQUITY 
  Shareholders' Equity 
  Called up share capital           16           1,758,812         1,708,811 
  Share premium                     17           2,537,501         1,646,873 
  Merger relief reserve             17           1,500,000         1,500,000 
  Share based payment reserve       17             867,307           740,059 
  Accumulated profit                17           5,268,171         6,436,938 
                                            --------------    -------------- 
  Total Equity                                  11,931,791        12,032,681 
                                            --------------    -------------- 
  LIABILITIES 
  CURRENT LIABILITIES 
 
  Trade and other payables          18              62,924           285,185 
                                            --------------    -------------- 
  TOTAL LIABILITIES                                 62,924           285,185 
                                            --------------    -------------- 
 
  TOTAL EQUITY AND LIABILITIES                  11,994,715        12,317,866 
 
 

The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent Company income statement account.

The loss for the parent Company for the year was GBP1,168,767 (2019: Profit GBP113,804).

These financial statements were approved and authorised for issue by the Board of Directors on 16 June 2021 and were signed on its behalf by:

S P O'Hara

Director

Company Registration no. 05880755

Company Statement on Changes in Equity

 
                                                                                         Share-based 
                          Called                                              Merger         Payment 
                              up          Retained             Share          Relief         reserve             Total 
                           Share          Earnings           Premium         Reserve                            equity 
                         capital 
                             GBP               GBP               GBP             GBP             GBP               GBP 
  Balance at 30 
   November 
   2018                1,694,488         6,323,134         1,603,904       1,500,000         602,739        11,724,265 
 
  Profit for 
   the 
   period                      -           113,804                 -               -               -           113,804 
 
  Issues of 
   shares 
   during the 
   year                   14,323                 -            42,969               -               -            57,292 
 
  Share options 
   and 
   warrants                    -                 -                 -               -         137,320           137,320 
 
                    ------------    --------------    --------------    ------------    ------------    -------------- 
   Balance at 
    31 
    December 
    2019               1,708,811         6,436,938         1,646,873       1,500,000         740,059        12,032,681 
 
 
  Loss for the 
   year                        -       (1,168,767)                 -               -               -       (1,168,767) 
 
  Issues of 
   shares 
   during the 
   year                   50,001                 -           950,003               -               -         1,000,004 
 
  Financing 
   Costs                       -                 -          (59,375)               -               -          (59,375) 
 
  Share options 
   and 
   warrants                    -                 -                 -               -         127,248           127,248 
 
                    ------------    --------------    --------------    ------------    ------------    -------------- 
  Balance at 31 
   December 
   2020                1,758,812         5,268,171         2,537,501       1,500,000         867,307        11,931,791 
 
 
 

Company Statement on Cash Flows

 
                                            Notes 
                                                         Year ended      Period ended 
                                                        31 December       31 December 
                                                               2020              2019 
                                                                GBP               GBP 
  Cash flows from operating activities 
 
  Cash utilised by operations                 1           (369,036)       (1,702,719) 
  Interest received                                              46               104 
                                                     --------------    -------------- 
  Net cash outflow from operating 
   activities                                             (368,990)       (1,702,615) 
 
  Cash flows from financing activities 
  Net amounts to subsidiaries                             (924,864)                 - 
  Share issues                                              940,629            57,292 
  Proceeds from disposal of investments                     746,751           617,129 
                                                     --------------    -------------- 
  Net cash inflow from financing 
   activities                                               762,516           674,421 
                                                     --------------    -------------- 
 
  Increase/(decrease) in cash 
   and equivalents                                          393,526       (1,028,194) 
 
  Cash and cash equivalents at 
   beginning of period                                      139,243         1,167,437 
                                                     --------------    -------------- 
  Cash and cash equivalents at 
   end of period                             15             532,769           139,243 
 
 
 

Notes to Company Statement on Cash Flows

   1.   Reconciliation of loss before income tax to cash generated from operations 
 
                               Year ended 
                              31 December          Period ended 
                                     2020      31 December 2019 
                                      GBP                   GBP 
 
  Operating loss              (6,760,976)             (457,816) 
  (Decrease) in trade 
   and other receivables         (64,713)           (1,438,409) 
  Loan Write off                6,301,667                     - 
  Increase in trade 
   and other payables              27,738                56,186 
 
  Share Option expense            127,248               137,320 
                             ------------          ------------ 
  Net cash outflow 
   from operations              (369,036)           (1,702,719) 
 
 
   2.    Cash and Cash Equivalents 
 
                                                           As at                             As at 
                                                     31 December                       31 December 
                                                            2020                              2019 
                                                             GBP                               GBP 
  Cash and cash equivalents                              532,769                           139,243 
 
 
   1.    General Information 

OptiBiotix Health plc is a Public Limited Com pany incorp orated and d omiciled in England and Wales. Details of the re gistered office, the officers and ad visers to the Com pany are prese nted on the com pany information page at the start of this re p ort. The Com pan y 's offices are at Innovation centre, Innovation Way, Heslington, York. The Com pany is listed on the AIM market of the Lo nd on Stock Exchange (ticker: OPTI).

The principal activity is that of identifying and developing microbial strains, compounds, and formulations for use in food ingredients, supplements and active compounds that can impact on human physiology, deriving potential health benefits.

   2.    Accounting Policies 

Statement of compliance

The consolidated financial statements of OptiBiotix Health plc have been prepared in accordance with International Financial Reporting Standards (IFRS), International Accounting Standards (IASs) and International Financial Reporting Interpretations Committee (IFRIC) interpretations (collectively 'IFRS') as adopted for use in the European Union and as issued by the International Accounting Standards Board and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

Basis of preparation

The financial statements have been prepared under the historical cost convention. The functional currency is GBP.

The principal accounting policies are summarised below. They have all been applied consistently throughout the period under review.

Going concern

The financial statements have been prepared on the assumption that the Group is a going concern. When assessing the foreseeable future, the Directors have looked at the budget for the next 12 months from the date of this report, the cash at bank available as at the date of approval of these financial statements and are satisfied that the group should be able to cover its quoted maintenance costs, other administrative expenses and its ongoing research and development expenditure.

Management have considered its forecast of the group's cash requirements reflecting contracted and anticipated future revenue and the resulting net cash outflows. Management have not yet seen a material disruption to the business as a result of the COVID-19 outbreak it is difficult to assess reliably whether there will be any material disruption in the future which could adversely impact the group's forecast.

Subsequent to the year end the Group successfully sold 2,000,000 Skinbiotherapeutics PLC shares which raised GBP900,936 to fund the growth of the business and delivery of existing commercial plans.

After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt a going concern basis in preparing the annual report and financial statements

New and amended standards adopted by the group

There are no IFRS or IFRIC interpretations that are effective for the first time in this financial period that would be expected to have a material impact on the Group.

   2.    Accounting Policies (continued) 

The following new standards, amendments to standards, and interpretations have been issued, but are not effective for the financial period beginning 1 January 2020 and have not been early adopted:

New Standards, amendments and interpretations issued but not effective

The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial period beginning 1 January 2020 and have not been early adopted:

 
                    Amendment to IFRS 16, 'Leases'         1 June 2020 
               - Covid-19 related rent concessions 
       Amendments to IFRS 9, IAS 39,                       1 January 2021 
        IFRS 7, IFRS 4 and IFRS 16 Interest 
        Rate Benchmark Reform - Phase 
        2 
       Amendments to IAS 1, Presentation                   1 January 2022 
        of financial statements' on classification 
        of liabilities 
       A number of narrow-scope amendments                 1 January 2022 
        to IFRS 3, IAS 16, IAS 17 and 
        some annual improvements on IFRS 
        1, IFRS 9, IAS 41 and IFRS 16 
 

The Directors anticipate that the adoption of these standard and the interpretations in future period will have no material impact on the financial statements of the company.

   2.    Accounting Policies (continued) 

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. Where certain assets of the subsidiary are measured at revalued amounts or fair values and the related cumulative gain or loss has been recognised in other comprehensive income and accumulated in equity, the amounts previously recognised in other comprehensive income and accumulated in equity are accounted for as if the Company had directly disposed of the related assets (i.e. reclassified to profit or loss or transferred directly to retained earnings).

The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 governance "Financial Instruments: Recognition and Measurement" or, when applicable, the cost on initial recognition of an investment in an associate or a jointly controlled entity.

   2.    Accounting Policies (continued) 

Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the group to the former owners of the acquiree and the equity interests issued by the group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that:

- deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively;

- liabilities or equity instruments related to share-based payment transactions of the acquiree or the replacement of an acquiree's share-based payment transactions with share-based payment transactions of the group are measured in accordance with IFRS 2 Share-based Payment at the acquisition date; and

- assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that standard.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after assessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

Revenue recognition

Revenue is measured at the fair value of sales of goods and services less returns and sales taxes. The Group has analysed its business activities and applied the five-step model prescribed by IFRS 15 to each material line of business, as outlined below:

Sale of products

The contract to provide a product is established when the customer places a purchase order. The performance obligation is to provide the product requested by an agreed date, and the transaction price is the value of the product as stated in our order acknowledgement. The performance obligation is typically met when the product is dispatched and so revenue is primarily recognised for each product when dispatching takes place. In some limited situations when the product is complete but the customer is unable to take delivery the performance obligation is met when the customer formally accepts transfer of risk and control even though the product has not been dispatched.

License arrangements

Revenue is recognised when the customer obtains control of the rights to use the IP. The performance obligations are considered to be distinct from any ongoing distribution arrangements which are treated in line with sales of products.

   2.    Accounting Policies (continued) 

Milestone payments

Where the transaction price includes consideration that is contingent upon a future event or circumstance, the contingent amount is allocated entirely to that performance obligation if certain criteria are met. Revenue is recognised at the point of time of the performance obligation being satisfied.

Investments in associates

Associates are those entities in which the Group has significant influence, but not control or joint control over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20 and 50 percent of the voting power of another entity. Investments in associates are accounted for under the equity method and are recognised initially at cost. The cost of the investment includes transaction costs.

The consolidated financial statements include the Group's share of profit or loss and other comprehensive income of equity-accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases.

When the Group's share of losses exceeds its interest in an equity-accounted investee, the carrying amount of the investment, including any long-term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.

Investments at fair value

Equity investments are held at fair value at the balance sheet date with any profit or loss for the year being taken to the Income statement. The value of listed investments being calculated at the closing price on the balance sheet date.

Employee Benefits

The Group operates a defined contribution pension scheme. Contributions payable by the Group's pension scheme are charged to the income statement in the period in which they relate.

   2.    Accounting Policies (continued) 

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

   (i)    Current tax 

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules using tax rates enacted or substantially enacted by the statement of financial position date.

Income tax is recognised in the income statement or in equity if it relates to items that are recognised in the same or a different period, directly in equity.

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities.

   (ii)   Deferred tax 

Deferred tax is provided, using the liability method, on temporary differences at the statement of financial position date between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences.

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will

be available against which the deductible temporary differenced and the carrying forward or unused tax assets and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilised. Conversely, previously unrecognised deferred tax assets are recognised to the extent that it is probable that sufficient taxable profit that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on the tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date.

Financial instruments and Risk Management

Financial assets and financial liabilities are recognised when the group becomes a party to the contractual provisions of the instrument.

Loans and receivables are initially measured at fair value and are subsequently measured at amortised cost, plus accrued interest, and are reduced by appropriate provisions for estimated irrecoverable amounts. Such provisions are recognised in the statement of income.

Equity investments comprise investments which do have a fixed maturity and are classified as non current assets if they are intended to be held for the medium to long term. They are measured at fair value through profit or loss.

2. Accounting Policies (continued)

Trade receivables are initially measured at fair value and are subsequently measured at amortised cost less appropriate provisions for estimated irrecoverable amounts. Such provisions are recognised in the statement of income.

Cash and cash equivalents comprise cash in hand and demand deposits and other short-term highly liquid investments with maturities of three months or less at inception that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Trade payables are not interest-bearing and are initially valued at their fair value and are subsequently measured at amortised cost.

Equity instruments are recorded at fair value, being the proceeds received, net of direct issue costs.

Share Capital - Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of taxation, from the proceeds.

Financial instruments require classification of fair value as determined by reference to the source of inputs used to derive the fair value. This classification uses the following three-level hierarchy:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices);

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Inventory

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

   2.    Accounting Policies (continued) 

Impairment of non-financial assets

At each statement of financial position date, the Group reviews the carrying amounts of its investments 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 the asset does not generate cash flows that are independent from other assets, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

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 (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a re-valued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (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 (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Capital management

Capital is made up of stated capital, premium, other reserves and retained earnings. The objective of the Group's capital management is to ensure that it maintains strong credit ratings and capital ratios. This will ensure that the business is correctly supported and shareholder value is maximised.

The Group manages its capital structure through adjustments that are dependent on economic conditions. In order to maintain or adjust the capital structure, the Company may choose to change or amend dividend payments to shareholders or issue new share capital to shareholders. There were no changes to the objectives, policies or processes during the period ended 31 December 2020.

Convertible Loans

Compound financial instruments issued by the Group comprise convertible notes that can be converted to share capital at the option of the holder, and the number of shares to be issued does not vary with changes in their fair value.

The liability component of a compound financial instrument is recognised initially at the fair value of a similar liability that does not have an equity conversion option. The equity component is recognised initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amount.

   2.    Accounting Policies (continued) 

Convertible debt reserve

The convertible debt reserve is the equity component of the convertible loan notes that have been issued.

Share-based compensation

The fair value of the employee and suppliers services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting year is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of financial position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

The fair value of share-based payments recognised in the income statement is measured by use of the Black Scholes model, which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted; based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share price volatility percentage factor used in the calculation is based on management's best estimate of future share price behaviour and is selected based on past experience, future expectations and benchmarked against peer companies in the industry.

Property, plant and equipment

Property, plant and equipment are stated at historical cost less subsequent accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

Depreciation on property, plant and equipment is calculated using the straight-line method to write off their cost over their estimated useful lives at the following annual rates:

   Computer equipment                                 30% 

Useful lives and depreciation method are reviewed and adjusted if appropriate, at the end of each reporting period.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the relevant asset and is recognised in profit or loss in the year in which the asset is derecognised.

Intangibles - Patents

Separately acquired patents are shown at historical cost. Patents have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight line method to allocate the cost of the patents over their estimated useful life of twenty years once the patents have been granted.

   2.    Accounting Policies (continued) 

Research and Development

Research expenditure is written off to the statement of comprehensive income in the year in which it is incurred. Development expenditure is written off in the same way unless the Directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the 10 years during which the Company is expected to benefit.

Merger relief reserve

The merger relief reserve arises from the 100% acquisition of OptiBiotix Limited whereby the excess of the fair value of the issued ordinary share capital issued over the nominal value of these shares is transferred to this reserve in accordance with section 612 of the Companies Act 2006.

Critical accounting judgments and key sources of estimation uncertainty

The preparation of the financial statements requires management to make estimates and assumptions concerning the future that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

The resulting accounting estimates will, by definition, differ from the related actual results.

   --      Share based payments 

The fair value of share based payments recognised in the income statement is measured by use of the Black Scholes model, which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted; based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share price volatility percentage factor used in the calculation is based on management's best estimate of future share price behaviour and is selected based on past experience, future expectations and benchmarked against peer companies in the industry.

   --      Amortisation 

Management have estimated that the useful life of the fair value of the patents acquired on the acquisition to be 20 years. Research and developments that have been capitalised in line with the recognition criteria of IAS38 have been estimated to have a useful economic life of 10 years. These estimates will be reviewed annually and revised if the useful life is deemed to be lower based on the trading business or any changes to patent law.

   --      Impairment reviews 

IFRS requires management to undertake an annual test for impairment of indefinite lived assets and, for finite lived assets to test for impairment if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment testing is an area involving management judgement, requiring assessment as to whether the carrying value of assets can be supported by the net present value of future cash flows derived from such assets using cash flow projections which have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions are required to be made in respect of highly uncertain matters.

   --      Derecognition of an associate 

Management have reviewed the existing relationship with Skinbiotherapeutics Plc in light of changes in the Group's power to participate in the financial and operating decisions of the entity, in line with the requirements of IAS28. Following a significant dilution in shareholding and a change to the board structure of the entity, it was determined that the significant influence had been lost and the associate would be de-recognised.

   3.    Segmental Reporting 

In the opinion of the directors, the Group has one class of business, in three geographical areas being that of identifying and developing microbial strains, compounds and formulations for use in the nutraceutical industry. The Group sells into three highly interconnected markets, all costs assets and liabilities are derived from the UK location.

Revenue analysed by market

 
 
                                    Year ended      Period ended 
                                   31 December       31 December 
                                          2020              2019 
                                           GBP               GBP 
  Probiotics                           821,126           397,831 
  Functional Fibres*                   702,121           347,052 
 
                                  ------------      ------------ 
                                     1,523,247           744,883 
 
  * Includes Consumer Health 
 
 

Revenue analysed by geographical market

 
 
                       Year ended      Period ended 
                      31 December       31 December 
                             2020              2019 
                              GBP               GBP 
  UK                      369,892           197,969 
  US                      654,524           172,352 
  International           498,831           374,562 
 
                     ------------      ------------ 
                        1,523,247           744,883 
 
 

During the reporting period one customer represented GBP497,416 (32.6%) of Group revenues. (2019: one customer generated GBP172,351 representing 23.1% of Group revenues)

   4.    Employees and Directors 
 
 
                                  Year ended      Period ended 
                                 31 December       31 December 
                                        2020              2019 
                                         GBP               GBP 
  Wages and salaries                  82,448            53,037 
  Directors' remuneration*           404,500           647,421 
  Directors' fees*                   406,399           310,832 
  Social security costs               52,231            74,349 
  Pension costs                       33,518            28,618 
                                ------------      ------------ 
                                     979,096         1,114,257 
 
 

*Total Directors' remuneration GBP810,899 (2019: GBP958,253) see Directors' remuneration note below

 
 
                                                 Year ended      Period ended 
                                                31 December       31 December 
                                                       2020              2019 
                                                        No.               No. 
  The average monthly number of employees 
   during the period was as follows: 
 
  Directors                                               6                 8 
  Research and development                                2                 2 
                                               ------------      ------------ 
                                                          8                10 
 
 
                                                 Year ended      Period ended 
                                                31 December       31 December 
                                                       2020              2019 
                                                        GBP               GBP 
 
  Directors' remuneration                           763,399           873,253 
  Directors' share based payments                   102,533           123,362 
  Bonus*                                             47,500            85,000 
  Pension                                            33,518            28,618 
                                               ------------      ------------ 
  Total emoluments                                  946,950         1,110,233 
 
 
  Emoluments paid to the highest paid 
   director                                         218,000           248,000 
 
 

*Total Directors' remuneration GBP810,899 see Directors' remuneration note below

Included in total emoluments paid to Directors are capitalised wages of GBP187,241 (2019: GBP248,707)

   4.    Employees and Directors (continued) 

Directors' remuneration

Details of emoluments received by Directors of the Group for the period ended 31 December 2020 are as follows:

 
                                    Share based    Pension      Total 
                    Remuneration                     Costs 
                        and fees       payments 
----------------  --------------  -------------  ---------  --------- 
                             GBP            GBP        GBP        GBP 
----------------  --------------  -------------  ---------  --------- 
  A Reynolds*             24,996              -          -     24,996 
  S P O'Hara             218,000              -     10,650    228,650 
  F Narbel               175,762         44,720      8,370    228,852 
  S Christie              25,000         11,394          -     36,394 
  R Davidson              55,000         32,212          -     87,212 
  S Kolyda               106,500         14,207      5,325    126,032 
  P Wenstromm*            18,000              -          -     18,000 
  S Prescott*             99,695              -      4,985    104,680 
  M Hvid-Hansen           87,946              -      4,188     92,134 
  Total                  810,899        102,533     33,518    946,950 
----------------  --------------  -------------  ---------  --------- 
 

*For disclosure in relation to directors' fees please refer to Note 21.

   5.    Net Finance Income / (Costs) 
 
 
                                      Year ended      Period ended 
                                     31 December       31 December 
                                            2020              2019 
                                             GBP               GBP 
  Finance Income: 
  Bank Interest                               98               110 
  Finance Cost : 
  Loan note interest                    (44,954)          (44,467) 
                                    ------------      ------------ 
  Net Finance Income / (Costs)          (44,856)          (44,357) 
 
 
   6.    Expenses - analysis by nature 
 
 
                                                 Year ended      Period ended 
                                                31 December       31 December 
                                                       2020              2019 
                                                        GBP               GBP 
 
  Research and development                           85,703           167,869 
  Regulatory Costs                                        -           185,447 
  Directors' fees & remuneration 
   (Note 4)*                                        623,658           709,546 
  Auditor remuneration - audit fees 
   (Consolidated accounts GBP18,250 
   (2019: GBP17,500)                                 42,720            42,220 
  Auditor remuneration - non audit 
   fees (tax compliance)                             11,400             6,200 
  Brokers & Advisors                                123,531           113,036 
  Advertising & marketing                            86,673            66,556 
  Share based payments charge                       127,248           137,320 
  Depreciation on property, plant 
   and equipment                                        393             2,750 
  Amortisation of patents and development 
   costs                                            247,502           215,235 
  Patent and IP costs                               136,762            55,483 
  Consultancy fees                                   76,704           223,016 
  Legal and professional fees                        42,625            24,399 
  Public Relations costs                             82,394           101,795 
  Travel costs                                       31,434           171,448 
  Other expenses                                    272,465           337,121 
                                               ------------      ------------ 
  Total administrative expenses                   1,991,212         2,559,441 
 
 

*GBP623,658 is net of GBP187,241 capitalised in the year, total remuneration GBP810,899 as per note 4.

   7.    Prior period adjustment 

During the 2020 financial year, the group discovered that there were prior period errors relating to the areas listed below in 7.1 and 7.2. As a consequence, these amounts have been misstated in the prior year annual financial report. The errors have been corrected by restating each of the financial statement line items for the prior periods. The following tables summarise the impacts on the Group's and Company's financial statements.

The prior period correction has resulted from an error in the accounting treatment of the investment held in Skinbiotherapeutics PLC in the prior period. Having reviewed the ownership of Skinbiotherapeutics Plc, it was decided that the threshold for de-recognition as an associate was not achieved in the prior year. As a result, the share of loss for the associate for the period between 4 July 2019 and 31 December 2019 should be recognised within the Group.

See note 12 for details of the disposal which has been recognised in the current year.

7.1 Consolidated statement of consolidated income

 
                         Impact of correction of error 
                                     As previously     Adjustments     As restated 
                                          reported 
                                              2019            2019            2019 
                                               GBP             GBP             GBP 
  Share of loss from associate           (296,344)       (249,972)       (546,316) 
                                      ------------    ------------    ------------ 
  Loss before tax                      (2,241,858)       (249,972)     (2,491,830) 
                                      ------------    ------------    ------------ 
  Total Comprehensive Loss             (2,118,390)       (249,972)     (2,368,362) 
                                      ------------    ------------    ------------ 
  Loss per share (pence), basic 
  and diluted                              (2.49)p         (0.29)p         (2.78)p 
 
 
 

7.2 Consolidated statement of financial position

 
                             Impact of correction of error 
                              As previously       Adjustments      As restated 
                                   reported 
                                       2019              2019             2019 
                                        GBP               GBP              GBP 
  Assets 
   Other assets                   2,633,171                 -        2,633,171 
  Investments                     3,092,806         (249,972)        2,842,834 
                               ------------      ------------     ------------ 
                                  5,725,977         (249,972)        5,476,005 
                               ------------      ------------     ------------ 
  Equity 
  Retained earnings               (492,927)         (249,972)        (742,899) 
  Other equity                    5,724,237                 -        5,724,237 
                               ------------      ------------     ------------ 
  Total Equity                    5,231,310         (249,972)        4,981,338 
                               ------------      ------------     ------------ 
 
 

8. Corporation Tax

 
                                   Year ended    Period ended 
                                  31 December     31 December 
                                         2020            2019 
                                          GBP             GBP 
 
  Corporation tax credit            (120,000)       (190,435) 
  Under provision prior year                -         (9,221) 
  Deferred tax movement             28,185             76,188 
  Overseas tax suffered              180                    - 
                                 ------------    ------------ 
  Total taxation                     (91,635)       (123,468) 
 
 

Analysis of tax expense

No liability to UK corporation tax arose on ordinary activities for the year ended 31 December 2020 nor for the period ended 31 December 2019.

 
 
                                                Year ended      Period ended 
                                               31 December       31 December 
                                                      2020              2019 
                                                       GBP               GBP 
 
  Profit (Loss) on ordinary activities 
   before income tax                             5,710,232       (2,491,830) 
 
 
  Loss on ordinary activities multiplied 
   by the standard rate of corporation 
   tax in UK of 19% (2019 - 19%)                 1,084,944         (473,477) 
 
  Effects of: 
  Disallowables                                     89,931           104,311 
  Income not taxable                           (1,362,287)          (50,441) 
  Accelerated depreciation                              75               523 
  R&D enhanced deductions                                -         (141,042) 
  R&D tax credit claimed                         (120,000)         (199,656) 
  Amortisation                                      27,851            40,895 
  Revenue items capitalised                       (66,566)          (65,072) 
  Other timing differences                          28,185            76,188 
  Overseas tax suffered                                180                 - 
  Unused tax losses carried forward                226,052           584,303 
                                              ------------      ------------ 
  Tax credit                                      (91,635)         (123,468) 
 
 

The Group has estimated losses of GBP4,704,000 (2019: GBP3,253,189) and estimated excess management expenses of GBP2,591,000 (2019: GBP2,248,357).

The tax losses have resulted in a deferred tax asset at 19% of approximately GBP1,386,050 (2019: GBP1,045,294) which has not been recognized as it is uncertain whether future taxable profits will be sufficient to utilise the losses.

8. Corporation Tax (continued)

 
 
                                                2020             2019 
  Current tax asset - Group                      GBP              GBP 
 
  Balance brought forward                    190,435          303,952 
  Received during the year                         -        (313,170) 
  Prior year adjustment                            -            9,218 
  Research & development tax credit 
   claimed                                   120,000          190,435 
                                        ------------     ------------ 
                                             310,435          190,435 
 
 
   9.    Earnings per share 

Basic earnings per share is calculated by dividing the earnings attributable shareholders by the weighted average number of ordinary shares outstanding during the period.

Reconciliations are set out below:

 
                                                         2020 
                                             Weighted average 
    Basic and diluted EPS       Earnings     Number of shares      Profit per-share 
                                     GBP                  No.                 Pence 
 
  Basic EPS                    5,801,867           87,207,703                  6.65 
  Diluted EPS                  5,801,867           95,569,946                  6.07 
 
 
 
 
                                     2019 Restated 
                                  Weighted average 
                     Earnings     Number of shares      Loss per-share 
                          GBP                  GBP               Pence 
  Basic EPS       (2,368,362)           85,262,488              (2.78) 
  Diluted EPS     (2,368,362)           85,262,488              (2.78) 
 
 
 
 
                                   2019 Previously 
                                          reported 
                     Earnings     Weighted average      Loss per-share 
                                  Number of shares 
                          GBP                  GBP               Pence 
  Basic EPS       (2,118,388)           85,262,488              (2.49) 
  Diluted EPS     (2,118,388)           85,262,488              (2.49) 
 
 
 

As at 31 December 2020 there were 8,032,907 (2019: 7,765,907) outstanding share options and 323,969 (2019: 324,019) outstanding share warrants.

10. Intangible assets

 
  Group                                               Development Costs 
                                                            and Patents 
                                                                    GBP 
  Cost 
  At 30 November 2018                                         2,727,006 
  Additions                                                     594,924 
  Disposals                                                           - 
                                                         -------------- 
  At 31 December 2019                                         3,321,930 
  Additions                                                     350,345 
  Disposals                                                           - 
                                                         -------------- 
  At 31 December 2020                                         3,672,275 
 
  Amortisation 
  At 30 November 2018                                           473,917 
  Amortisation charge for the period                            215,235 
                                                         -------------- 
  At 31 December 2019                                           689,152 
  Amortisation charge for the period                            247,502 
                                                         -------------- 
  At 31 December 2020                                           936,654 
 
  Carrying amount 
  At 31 December 2020                                         2,735,621 
  At 31 December 2019                                         2,632,778 
 
 

The company had no intangible assets

11. Property, plant and equipment

 
  Group 
                                       GBP 
  Cost 
  At 30 November 2018                8,461 
  Additions                              - 
  Disposals                              - 
                            -------------- 
  At 31 December 2019                8,461 
  Additions                              - 
  Disposals                              - 
                            -------------- 
  At 31 December 2020                8,461 
 
  Depreciation 
  At 30 November 2018                5,318 
  Charge for the year                2,750 
 
                            -------------- 
  At 31 December 2019                8,068 
  Charge for the period                393 
                            -------------- 
  At 31 December 2020                8,461 
 
  Carrying amount 
  At 31 December 2020                    - 
  At 31 December 2019                  393 
 
 

The company had no property plant and equipment.

12. Investments

Group Investments

Set out below is the investment in Skinbiotherapeutics PLC which is material to the Group. The investment treated as an associate of the group until 2 November 2020, after which time the shareholding dropped to 24.65% and has been recalculated as an equity investment. The entity listed below have share capital consisting solely of ordinary shares, which are held by the Group. The country of incorporation is also the principal place of business and the proportion of ownership interest is the same as the proportion of voting rights held.

 
                                            2020         2019 
                                             GBP          GBP 
  Available for sale investments 
  At the beginning of the period       2,842,834    3,740,799 
 
  Additions 
  Revaluations                         7,120,962            - 
  Disposals 
  Share of loss                        (303,449)    (296,344) 
  Disposal of shares during period     (697,783)    (351,649) 
  Prior year adjustment                        -    (249,972) 
 
 
  At 31 December                       8,962,564    2,842,834 
-----------------------------------  -----------  ----------- 
 

Company Investments

 
                                                             2020          2019 
                                                              GBP           GBP 
   Available for sale investments 
   At the beginning of the period                       4,131,651     4,483,300 
 
   Additions 
   Revaluations                                         5,528,696             - 
 
   Disposal of shares during period                     (697,783)     (351,649) 
                                                       ----------    ---------- 
                                                        8,962,564     4,131,651 
 
             Investments in subsidiary undertakings 
   At the beginning of the period                       2,080,905     2,051,000 
 
    Addition: Equity element of convertible 
    loan notes                                                  -        29,905 
                                                       ----------    ---------- 
                                                        2,080,905     2,080,905 
 
 
   At 31 December                                      11,043,469     6,212,556 
 --------------------------------------------------  ------------  ------------ 
 
 
 
 
 
 
 

12. Investments (continued)

As at 31 December 2020 the Company directly held the following subsidiaries:

 
  Name of company          Principal                 Country of incorporation    Proportion of 
                            activities                and place of business       equity interest 
                                                                                  2018 
 
  OptiBiotix Limited       Research & Development    United Kingdom              100% of ordinary 
                                                                                      shares 
  The Healthy Weight       Health foods              United Kingdom              68% of ordinary 
   Loss Company Limited                                                               shares 
  ProBiotix Health         Health foods              United Kingdom              100% of ordinary 
   Ltd                                                                                shares 
 

13. Inventories

 
                           Group            Company 
                        2020      2019    2020    2019 
                         GBP       GBP     GBP     GBP 
  Finished goods     184,236    62,761       -       - 
 
 
 

During the period GBP643,428 (2019: GBP352,080) has been expensed to the income statement.

   14.   Trade and other Receivables 
 
 
                                           Group                  Company 
                                    2020          2019          2020          2019 
  Non- current                       GBP           GBP           GBP           GBP 
  Amounts owed by group 
   undertakings                        -             -       329,057     5,941,360 
                              ----------    ----------    ----------    ---------- 
                                       -             -       329,057     5,941,360 
 
 
  Current 
  Accounts receivable            512,437       511,833             -             - 
  Other receivables            110,634          59,346        71,278        19,857 
  Prepayments and accrued 
   income                         22,752        36,129        18,142         4,850 
                              ----------    ----------    ----------    ---------- 
                                 645,823       607,308        89,420        24,707 
 
 

15. Cash and Cash Equivalents

 
                                   Group                Company 
                                2020       2019       2020       2019 
                                 GBP        GBP        GBP        GBP 
 
  Cash and bank balances     864,680    455,608    532,769    139,243 
 
 

16. Called Up Share Capital

 
                                                      2020            2019 
    Issued share capital comprises:                    GBP             GBP 
 
  Ordinary shares of 2p each - 87,940,601 
   (2019: 85,440,551)                            1,758,812       1,708,811 
                                              ------------    ------------ 
                                                 1,758,812       1,708,811 
 
 

During the year the Company issued the ordinary shares of GBP0.02 each listed below, exercised at a price of GBP0.08 per share in the capital of the Company following the exercise of warrants:

 
     Date issued                                       Number 
 
     03/06/2020                                            50 
                                                 ------------ 
       Total warrants exercised in the period              50 
 
 

17. Reserves

Share capital is the amount subscribed for shares at nominal value. Share premium represents amounts subscribed for share capital in excess of nominal value, net of expenses.

The convertible debt reserve is the equity component of the convertible loan notes that have been issued.

Merger relief reserve arises from the 100% acquisition of OptiBiotix Limited on 5 August 2014 whereby the excess of the fair value of the issued ordinary share capital issued over the nominal value of these shares is transferred to this reserve in accordance with section 612 of the Companies Act 2006.

Retained earnings represents the cumulative profits and losses of the group attributable to the owners of the company.

Share based payment reserve represents the cumulative amounts charged in respect of unsettled warrants and options issued.

   18.      Trade and other payables 
 
  Current: 
                                                                 Group                            Company 
                                                            2020              2019              2020              2019 
                                                             GBP               GBP               GBP               GBP 
 
  Accounts Payable                                       359,321           347,822            40,174             2,685 
 
        *    Accrued expenses                            157,039           186,329            22,750            32,500 
                                                               -               189                 -                 - 
        *    Amount due to director 
 
        *    Other payables                                2,635            27,284                 -                 - 
 
        *    Amounts due to group undertakings                 -                 -                 -           250,000 
      -                                           --------------    --------------    --------------    -------------- 
  Total trade and other 
   payables                                              518,995           561,624            62,924           285,185 
                                                  --------------    --------------    --------------    -------------- 
 

19. Deferred Tax

Deferred tax is provided, using the liability method, on temporary differences at the statement of financial position date between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 19% (2019: 19%).

The movement on the deferred tax account is as shown below:

 
                                     2020            2019 
                                      GBP             GBP 
 
  At 31 December 2019             522,350         446,162 
  Movement in the period           39,173          76,188 
                             ------------    ------------ 
  At 31 December 2020             561,523         522,350 
 
 

Deferred tax assets have not been recognised in respect of tax losses and other temporary differences giving rise to deferred tax assets as the directors believe there is uncertainty whether the assets are recoverable.

20. Convertible Loan Notes

ProBiotix Health Limited issued 1,025,000 floating rate convertible loan notes (CLN) for GBP1,025,000 on 11 December 2018. The notes are convertible into ordinary shares of the Company and converted into shares immediately prior to the occurrence of a listing of the company, or repayable on December 2023. The conversion rate is 1 share for each note held at an amount which is equal to 50% of the listing price.

OptiBiotix Health Plc has subscribed 250,000 of the CLN for GBP250,000

The convertible notes are presented in the Group balance sheet as follows:

 
                                                  2020          2019 
                                                   GBP          GBP 
                                             -----------  ------------ 
    Balance brought forward                      726,805             - 
                                             -----------  ------------ 
    Additions                                          -       775,050 
                                             -----------  ------------ 
    Equity element                                     -      (92,712) 
                                             -----------  ------------ 
     Liability component                         726,805       682,338 
                                             -----------  ------------ 
 
    Interest charged at effective interest 
     rate                                         44,954        44,467 
                                             -----------  ------------ 
    Non-current liability                        771,759       726,805 
                                             -----------  ------------ 
 

Interest expense is calculated by applying the effective interest rate of 6% to the liability component.

21. Related Party Disclosures

During the year to 31 December 2020 GBP18,000 (2019: GBP19,548) was paid to P Wennstrom in respect of Director's services provided.

During the year to 31 December 2020 GBP184,132 (2019: GBP139,105) was paid to F Narbel in respect of Director's services provided.

During the year to 31 December 2020 GBP104,680 (2019: GBP116,966) was paid to Stephen Prescott in respect of Director's services provided.

During the year to 31 December 2020 GBP24,996 (2019: GBP29,165) was paid to Reyco Limited for the services of Adam Reynolds as Director of ProBiotix Health Limited

During the year to 31 December 2020 the Group was charged GBP42,000 (2019: GBP45,500) for services provided by Morrison Kingsley Consultants Limited, a company controlled by Mark Collingbourne, Chief Financial Officer.

During the year Optibiotix Health PLC loaned Probiotix Health limited GBP125,000. The balance owing at the 31 December 2020 was GBP80,119 (2019, GBPNIL). There was no interest charged during the year

At the year end Probiotix Health owed Optibiotix Health Plc GBP248,938 (2019, GBP234,438) for convertible loan notes issued on 11 December 2018 (see note 20). Interest at 6% was charged during the year.

During the year Optibiotix Health PLC loaned Optibiotix Limited GBP1,003,905, of which GBP159,161 was repaid. The balance at the year end of GBP6,301,666(2019, GBP5,456,922 was cancelled. This does not impact on the consolidated Group accounts.

22. Ultimate Controlling Party

No one shareholder has control of the company.

23. Share Based payment Transactions

   (i)    Share options 

The Company had introduced a share option programme to grant share options as an incentive for employees of the former subsidiaries.

Each share option converts into one ordinary share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option and the Company has no legal obligation to repurchase or settle the options in cash. The options carry neither rights to dividends nor voting rights prior to the date on which the options are exercised. Options may be exercised at any time from the date of vesting to the date of expiry.

Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:

 
                                                             Number of options              Average exercise price 
                                                               2020              2019            2020            2019 
                                                          No.               No.                   GBP             GBP 
  Outstanding at the beginning 
   of the period                                          7,765,907         8,272,907            0.20            0.23 
 
        *    Granted during the period                      300,000           500,000            0.57            0.78 
 
        *    Forfeited/cancelled during the year           (33,000)       (1,007,000)           0.695            0.70 
                                                                                    - 
        *    Exercised during the period 
      -                                              --------------    --------------    ------------    ------------ 
  Outstanding at the end 
   of the period                                          8,032,907         7,765,907            0.21            0.20 
                                                     --------------    --------------    ------------    ------------ 
 

For the share options issued in 2014 vesting conditions dictate that half will vest if the middle market quotation of an existing Ordinary share is 16p or more on each day during any period

of at least 30 consecutive Dealing days and half will vest when a commercial contract is signed. The two conditions are not dependent on each other and will vest separately.

For the share options issued in 2015 year vesting conditions dictate that some of the options will vest if the middle market quotation of an existing Ordinary share is 40p or more on each day during any period of at least 30 consecutive Dealing days and some will vest if certain revenue targets are met or if certain scientific studies are completed. The conditions are not dependent on each other and will vest separately.

For the share options issues in 2017 vesting conditions dictate that the options will vest if certain revenue conditions are met.

For the share options issues in 2018 vesting conditions dictate that the options will vest if certain revenue conditions are met.

For the share options issues in 2019 vesting conditions dictate that the options will vest if certain revenue conditions are met.

For the share options issues in 2020 vesting conditions dictate that the options will vest if certain revenue conditions are met.

   23.          Share Based payment Transactions (continued...) 

The share options outstanding at the period end had a weighted average remaining contractual life of 1,639 days (2019: 1,977 days) and the maximum term is 10 years.

The share price per share at 31/12/20 was GBP0.55 (31/12/2019: GBP0.66)

   (i)      Share options 

Expected volatility is based on a best estimate for an AIM listed entity. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

The fair values of the share options issued in the year were derived using the Black Scholes model. The following assumptions were used in the calculations:

 
  Grant date               02/06/2020 
  Exercise price              57p 
  Share price at grant 
   date                       57p 
  Risk-free rate             0.25% 
  Volatility                  35% 
  Expected life             10 years 
  Fair value                  24p 
 
   (i)    Warrants 

On 20 February 2014, an open offer was made to the potential investors to subscribe for 203,380,942 new ordinary shares of GBP0.0001 each at GBP0.0001 each. On a 1:1 basis, warrants attach to any shares issued under the open offer convertible at any time to 30 November 2018 at GBP0.0004 per shares.

On 4 August 2014, the warrants in issue were consolidated in the ratio of 200:1 as part of the share reorganisation.

At a meeting of warrant holders on 24 January 2017 it was agreed to extend the exercise period for all remaining warrants to 28 January 2022 and 19 February 2022

Movements in the number of share warrants outstanding and their related weighted average exercise prices are as follows:

 
                                                     Number of warrants               Average exercise price 
                                                       2020              2019              2020              2019 
                                                  No.               No.                     GBP               GBP 
  Outstanding at the beginning 
   of the period                                    329,386         1,045,524              0.08              0.08 
 
        *    Exercised during the period               (50)         (716,138)              0.08              0.08 
      -                                      --------------    --------------    --------------    -------------- 
  Outstanding at the end 
   of the period                                    329,336           329,386              0.08              0.08 
                                             --------------    --------------    --------------    -------------- 
 

A charge of GBP127,248 (2019: GBP137,320) has been recognised during the year for the share based payments over the vesting period.

24. Financial Risk Management Objectives and Policies

The Group's financial instruments comprise cash balances and receivables and payables that arise directly from its operations.

The main risks the Group faces are liquidity risk and capital risk.

The Board regularly reviews and agrees policies for managing each of these risks. The Group's policies for managing these risks are summarised below and have been applied throughout the period. The numerical disclosures exclude short-term debtors and their carrying amount is considered to be a reasonable approximation of their fair value.

Interest risk

The Group is not exposed to significant interest rate risk as it has limited interest bearing liabilities at the year end.

Credit risk

The Group is not exposed to significant credit risk as it did not make any credit sales during the year.

Liquidity risk

Liquidity risk is the risk that Group will encounter difficulty in meeting these obligations associated with financial liabilities.

The responsibility for liquidity risks management rest with the Board of Directors, which has established appropriate liquidity risk management framework for the management of the Group's short term and long-term funding risks management requirements.

During the period under review, the Group has not utilised any borrowing facilities.

The Group manages liquidity risks by maintaining adequate reserves and reserve borrowing facilities by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Capital risk

The Group's objectives when managing capital are to safeguard the ability to continue as a going concern in order to provide returns for shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

25. Post Balance Sheet Events

On 16 March 2021 the company sold 1,300,000 shares in Skinbiotherapeutics plc at a price of 44.91 pence per share.

On 17 March 2021 the company sold 700,000 shares in Skinbiotherapeutics plc at a price of 45.43 pence per share.

On 15 April 2021 Mr Stephen Hammond, a recently appointed Non-Executive Director of the Company (RNS 2nd February 2021), acquired 25,000 ordinary shares in the Company , representing 0.03% of the Company's issued share capital, at an average price of 51.8 pence per share.

On 20 April 2021, Stephen O'Hara (Director and CEO of OptiBiotix Health plc) acquired 47,857 shares at an average price of 53pence per share. Following this purchase Stephen Ohara owns 10,165,129 shares representing 11.61% of the issued share capital.

On 20 April 2021, René Kamminga (PDMR and CEO of OptiBiotix Limited) acquired 35,000 ordinary shares in the company representing 0.04% of the company's issued share capital at an average price of 52.4 pence per share.

Availability of Report and Accounts and Notice of the Annual General Meeting

Copies of the Company's Report and Accounts together with the Notice of the Annual General Meeting, to be held at 10.30 am on 9 July 2021, will be posted to shareholders shortly and will be made available on the Company's website.

The Board takes its responsibility to safeguard the health of its shareholders, stakeholders and employees seriously. As a result of the current measures implemented by the UK Government therefore, attendance at its AGM will be limited to two persons. Shareholders may not attend in person. If the UK Government changes the measures before the date of the AGM, the Company will provide a further update by way of regulatory news service announcements.

Shareholders wishing to vote on matters of business are urged to do so via the completion of a proxy form. In line with corporate governance best practice, and in order that any proxy votes of those shareholders who are not allowed to attend, and to vote in person, are fully reflected in the voting on the resolutions, the Chairman of the meeting will direct that voting on all resolutions set out in the notice of meeting will take place by way of a poll. The final poll vote on each resolution will be published after the AGM on the Company's website. The Company will accept electronic copies or photographs of the form of proxy by email to voting@shareregistrars.uk.com.

As shareholders will not be able to attend this year's AGM, the Company is proposing to allow shareholders the opportunity to raise any questions arising from the business proposed, to be conducted at the meeting. Appropriate questions must be submitted via the "Contact" page of the Company website http://optibiotix.com/contact before 10:30am on 7 July 2021. The Company will endeavour to post responses on the Company's website on the day of the AGM.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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END

FR FFMATMTTBBAB

(END) Dow Jones Newswires

June 17, 2021 02:00 ET (06:00 GMT)

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