24 September 2024
Scancell Holdings plc
("Scancell" or the
"Company")
Results for the Year Ended 30 April
2024
Scancell Holdings plc (AIM: SCLP), the
developer of novel immunotherapies for the treatment of cancer,
today announces its final audited financial results for the year
ended 30 April 2024 as well as a business update on progress
achieved post-period.
Key
highlights (including post-period)
SCIB1/ iSCIB1+ (SCOPE trial)
· SCIB1
reported positive data in combination with checkpoint inhibitors
(CPI) from the first stage of its Phase 2 SCOPE trial for advanced
melanoma, with an objective response rate (ORR) exceeding the 70%
target set for continuation of the study.
· iSCIB1+, a next generation vaccine expressing additional
melanoma-specific epitopes that make it suitable for a broader
patient population, added as additional cohort to the Phase 2 SCOPE
trial.
· Agreed
strategic partnership with PharmaJet for use of the Stratis®
needle-free delivery for clinical development and commercial sales
of SCIB1/iSCIB1+.
·
Full cohort data with SCIB1 and iSCIB1+ expected
in Q4 2024 and H1 2025, respectively.
· Phase
2/3 registration study in advanced melanoma planned to begin in
2025 supported by strategic guidance from international key opinion
leaders.
Modi-1 (ModiFY trial)
· Modi-1
completed dose escalation and safety cohorts of the Phase 1/2
ModiFY trial and continues in the expansion cohorts.
· Early
data from patients receiving Modi-1 as a monotherapy showed good
safety and ability to induce stable disease for long
periods.
· A
cohort in advanced renal cell carcinoma (RCC) patients evaluating
Modi-1 in combination with doublet CPI as a first line therapy
approved and added to the ModiFY study.
· RCC
cohort dosing has commenced with early clinical read-out expected
in H1 2025.
Antibodies
· Active
discussions ongoing with global pharmaceutical and biotech
companies for further licensing deals.
· Agreement with major international biotechnology company to
exclusively evaluate an antibody in the GlyMab®
portfolio, receiving $1 million in July 2024.
· Development of SC129 with partner Genmab on track towards
potential clinical development.
Corporate
· Dr Florian Reinaud,
Non-Executive Director, and Sath Nirmalananthan, CFO, appointed to
the Board of Directors.
· Enhanced organisational capabilities with key recruitments,
including the appointment of Dr Nermeen Varawalla as Chief Medical
Officer in July 2024.
Financial
·
Operating loss for the 12-month period to 30 April
2024 of £18.3 million (30 April 2023: operating loss of £11.9
million).
·
Financing in late 2023 raised gross proceeds of
£11.9 million with participation from both existing shareholders
and new healthcare specialist investors.
·
Group cash balance at 30 April 2024 was £14.8
million (30 April 2023: £19.9 million) with cash runway through to
the third calendar quarter of 2025 beyond near-term clinical
milestones.
·
Convertible loan note maturity dates extended
post-period by two years to second half of 2027.
Professor Lindy Durrant, Chief Executive Officer, Scancell,
commented: "Scancell has made strong
clinical progress, especially with its lead cancer vaccine SCIB1
for advanced melanoma. In the first stage of the Phase 2
study, 11 out of 13 patients achieved at
least a partial response, exceeding the 70% ORR that the trial was
configured to show. During the period, we added iSCIB1+, the next
generation of SCIB1, as an additional cohort to the SCOPE
trial. The addition of SCIB1 or iSCIB1+ to
CPI has the potential to set the new standard for first line
treatment of unresectable melanoma. We have
also taken steps to strengthen our organisational capabilities and
ensure readiness for a pivotal Phase 2/3 registration study in
2025. We are now well prepared and well positioned for future
development."
Professor Lindy Durrant, Chief
Executive Officer, and Sath Nirmalananthan, Chief Financial
Officer, will host a live webcast and Q&A session for analysts
and investors today at 13:00 BST.
If you would like to join the
webcast, please follow this link:
Scancell Holdings PLC Full Year Results | SparkLive |
LSEG
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014 (MAR).
For further
information, please contact:
|
|
Scancell
Holdings plc
|
+44 (0) 20 3709 5700
|
Professor Lindy Durrant, CEO
Dr Jean-Michel Cosséry, Non-Executive Chairman
|
|
Panmure Liberum
Limited (Nominated Advisor and Joint Broker)
|
+44 (0) 20 7886 2500
|
Emma Earl/ Freddy Crossley/ Will Goode/ Mark Rogers
(Corporate Finance)
|
|
Rupert Dearden (Corporate Broking)
|
|
WG Partners LLP
(Joint Broker)
|
+44 (0) 20 3705 9330
|
David Wilson/ Claes Spang/ Satheesh Nadarajah/
Erland Sternby
|
|
ICR
Consilium
|
|
Mary-Jane Elliott/ Angela Gray/ Lindsey
Neville
|
+44 (0) 20 37095700
scancell@consiliumcomms.com
|
About
Scancell
Scancell is a clinical stage
immunotherapy company that is leveraging its proprietary research,
built up over many years of studying the human adaptive immune
system, to generate novel medicines to treat significant unmet
needs in cancer. The Company is building a pipeline of innovative
products by utilising its four technology platforms:
Moditope® and ImmunoBody® for vaccines and
GlyMab® and AvidiMab® for antibodies.
Adaptive immune responses include antibodies and T cells (CD4 and
CD8), both of which can recognise damaged or infected cells. In
order to destroy such cancerous or infected cells, Scancell uses
either vaccines to induce immune responses or monoclonal antibodies
(mAbs) to redirect immune cells or drugs. The Company's approaches
are that vaccines (ImmunoBody® and Moditope®)
use unique receptors to target antigens to activated antigen
presenting cells whereas its mAb portfolio targets glycans or
sugars that are added onto proteins and / or lipids
(GlyMab®) or enhances the potency of antibodies and
their ability to directly kill tumour cells
(AvidiMab®).
Scancell is headquartered in Oxford,
United Kingdom and is listed on AIM (LSE.SCLP.L). For further
information about Scancell, please
visit: https://www.scancell.co.uk.
CHAIR'S
STATEMENT
Immunotherapy is a growing and
important treatment option for the unmet needs of cancer. Cancer
vaccines are a promising class of immunotherapy designed to
stimulate the body's immune system to fight against cancer, with
long-lasting durable immune responses resulting in improved patient
outcomes. We are developing two distinct cancer vaccines:
SCIB1/iSICB1+ and Modi-1, each with unique characteristics aimed at
addressing specific unmet needs in cancer treatment.
Scancell has made significant
progress over the last 18 months. We have delivered impressive
results with SCIB1 from the first stage of the Phase 2 SCOPE trial
for advanced melanoma while strengthening our organisational
capabilities and ensuring readiness for a pivotal Phase 2/3
registration study.
We were very encouraged by initial
data from the ongoing SCOPE trial with 11 of the first 13 patients
receiving SCIB1 in the ongoing SCOPE trial showing at least a
partial response, surpassing the 70% objective response rate (ORR)
that the trial was configured to show. This has the potential to
set the new benchmark for first-line unresectable melanoma
treatment.
In addition to the strong progress
with SCIB1, we have continued the clinical development of Modi-1,
including the addition of a RCC cohort with checkpoint inhibitors,
and we continue to seek partners for our other assets. In June
2024, we signed an agreement with a major international
biotechnology company to evaluate another antibody from the
GlyMab® platform under exclusivity, further validating
the potential of our antibody platform to create novel,
differentiated antibody products.
Alongside the strong development
progress, we have been building and enhancing our organisational
capability. We have made key hires including the recruitment of a
Chief Medical Officer, a Chief Financial Officer, a Head of
Business Development and a Head of Development. This leaves us well
positioned and equipped as we head into a pivotal time for the
company with a Phase 2/3 registration study firmly in
sight.
Of course, our progress could not
have been achieved without our talented employees, and I would like
to thank them for their hard work and commitment. In addition, the
Board would like to thank all existing shareholders, including
Redmile Group, Vulpes Life Sciences, and those that participated in
the fundraising in December 2023, for their support.
We strongly believe we will continue
to demonstrate the therapeutic potential of SCIB1/iSCIB1+ in
advanced melanoma and deliver one of the world's first
off-the-shelf cancer vaccines while creating and delivering
significant long-term value for our shareholders.
Jean-Michel Cosséry
Chairman
CHIEF EXECUTIVE OFFICER'S REPORT
We are pleased to report strong
clinical progress in the period, especially with our lead cancer
vaccine SCIB1 for the treatment of advanced melanoma.
SCIB1, our non-personalised DNA
cancer vaccine from the ImmunoBody® platform, reported
exceptional results in the first stage of the SCOPE study,
surpassing the target ORR of 70% with 11 out of 13 patients
achieving at least a partial response. iSCIB1+, a
modified version of SCIB1 which includes more
melanoma-specific epitopes, has now been
added as a cohort to the study and is recruiting well.
The addition of SCIB1/ iSCIB1+ to checkpoint
inhibitors (CPI) has the potential to improve patient outcomes for
those not responding to CPI alone and set the new standard for
first line treatment of unresectable melanoma. We expect full cohort data with SCIB1 and iSCIB1+ in Q4 2024
and H1 2025 respectively. Following the data, we will progress to a late-stage registration study in 2025
and evaluate partnering, out-licensing or further financing
options.
Modi-1, our non-personalised
citrullinated peptide vaccine from the Moditope®
platform, continues to be evaluated in the ModiFY study for the
treatment of various solid tumours. A cohort in renal cell
carcinoma (RCC) in combination with double CPIs has been added.
Modi-1 has been shown to be safe and to induce stable disease for
long periods in many patients receiving monotherapy. Further data
from the study is expected in H1 2025.
Whilst we have decided to
concentrate our strategic focus and resources on SCIB1/iSCIB1+ and
Modi-1, we have strong confidence in our other assets. We continue
to assess partnering or out-licensing options to drive these assets
forward and add further value. There is strong commercial interest
in our GlyMab® antibodies with active discussions
ongoing, building on our out-licensing deal with Genmab. We
recently announced another agreement with an undisclosed major
international biotechnology company who are exclusively evaluating
another antibody from the GlyMab platform. These opportunities
provide a source of potential non-dilutive funding for the
company.
The financing in late 2023 raised
gross proceeds of £11.9 million with participation from both
existing shareholders and new healthcare specialist investors. This
leaves the company funded through the data readout from the SCOPE
trial and early data from the new renal cohort of the ModiFY
trials. In addition, it has allowed us to enhance our
organisational capabilities with key recruitments and we are well
prepared and well positioned for the next phase of
development.
Set out below is a summary of
operational progress that has been made across our proprietary
vaccine and antibody platforms. Full details of the Company's
platforms and studies are available on the Company website and
Annual Report.
SCIB1/iSCIB1+
SCIB1, and its next generation,
iSCIB1+, are the lead non-personalised DNA cancer vaccines from the
Company's ImmunoBody® platform. They are being evaluated
in the Phase 2 SCOPE trial, in combination with the checkpoint
inhibitors, ipilimumab (Yervoy®) and nivolumab
(Opdivo®), for the first-line treatment for unresectable
melanoma. The doublet therapy of ipilimumab and nivolumab, is the
preferred treatment option in the first line setting for
unresectable melanoma. The addition of SCIB1 or iSCIB1+ to this
treatment option has the potential to improve patient outcomes and
set the new standard for first line treatment.
First-line unresectable melanoma impacts
approximately 60,000 patients a year.
SCIB1 incorporates specific epitopes
from the proteins gp100 and TRP-2 which play key roles in the
production of melanin in the skin and were identified from T cells
of patients who achieved spontaneous recovery from melanoma skin
cancers.
iSCIB1+ is a modified version of
SCIB1 developed using the company's AvidiMab® platform.
iSCIB1+ has more melanoma-specific epitopes so it can be used by a
broader patient population compared with SCIB1, which is suitable
for 40% of patients which have the appropriate HLA type.
Furthermore, iSCIB1+ has advantages over SCIB1, including
potentially increased potency and an extended patent
duration.
As previously reported, the SCIB1
cohort of the SCOPE trial reported exceptional results in the first
stage of the study with 11 out of 13 patients showing at least a
partial response which is an objective response rate (ORR) of 85%,
exceeding the 70% ORR that the trial was configured to show. This
compares to an ORR of 50% reported in patients receiving doublet
CPI therapy alone in the real world setting with a progression free
survival time of 11.5 months.
Both the SCIB1 and iSCIB1+ cohorts
are in the second stage of the study recruiting a total of 43
patients each with a study design able to demonstrate that SCIB1 or
iSCIB1+, in combination with doublet therapy, exceeds currently
reported ORRs with doublet CPI alone, in a statistically
significant manner. There are currently 36 and 27 patients
recruited in the SCIB1 and iSCIB1+ cohorts respectively. Following
completion of the SCIB1 recruitment, the remaining patients with
the SCIB1 HLA haplotype will be recruited to test the efficacy of
iSCIB1+ in the entire patient population.
A Phase 2/3 adaptive, randomised
registration study in patients with unresectable melanoma will be
initiated based on the full data analysis from the SCOPE study.
Plans for the Phase 2/3 registration study have been further
strengthened through an international clinical advisory board
comprised of melanoma key opinion leaders held at ASCO
2024.
Ahead of the registrational study, a
strategic agreement with PharmaJet has been secured for use of the
Stratis® needle-free system for delivery of SCIB1
or iSCIB1+ for melanoma for both clinical development and
commercial use. The PharmaJet Stratis® needle-free
system is today the only technology which has shown effective
uptake of the DNA vaccine through intramuscular delivery allowing
native cellular machinery to express the target antigen and induce
a potent anti-tumour response. The Stratis® system has U.S. FDA
510(k) marketing clearance, CE Mark, and World Health Organization
Prequalification to deliver medications and vaccines either
intramuscularly or subcutaneously and has been widely accepted and
favoured by patients and clinicians throughout the SCOPE
Study.
We expect full cohort data with
SCIB1 and iSCIB1+ in Q4 2024 and H1 2025 respectively. Following
the data, we will progress to a late stage
registrational study in 2025 and evaluate partnering, out-licensing
or further financing options.
SCOPE Study
The SCOPE study is an open-label,
multi-cohort, multicentre Phase 2 study designed to assess whether
the addition of SCIB1 or iSCIB1+ treatment to doublet CPI,
considered standard of care, results in an improvement in patient
outcomes for patients with metastatic advanced melanoma. The
primary endpoint of the trial is objective response rate (ORR) with
secondary endpoints including progression-free survival (PFS) and
overall survival (OS) in patients with advanced melanoma. The trial
cohorts include SCIB1 or iSCIB1+ plus doublet checkpoint therapy
consisting of ipilimumab plus nivolumab and SCIB1 with
pembrolizumab (Keytruda®).
MODI-1
Modi-1 is the first therapeutic
vaccine candidate to emerge from the Company's Moditope®
platform.
Modi-1 targets citrullinated
peptides from two different proteins which have been combined to
reduce the possibility of tumour escape and have each been
conjugated to a toll-like receptor (TLR) 1/2 agonist, which acts as
an adjuvant. Potent T cell responses and strong anti-tumour
activity have been observed in several cancer models of different
tumour types, including melanoma, ovarian, lung, pancreatic and
triple negative breast cancer, following administration of the
Modi-1 vaccine.
Modi-1 has completed the dose
escalation and safety cohorts of the Phase 1/2 ModiFY trial and
continues to be evaluated in the expansion cohorts. Clinical data
from patients receiving Modi-1 as a monotherapy showed good safety
and ability to induce stable disease for long periods.
The cohort of 16 ovarian cancer
patients receiving Modi-1 has now been fully recruited. The number
of patients who have experienced long periods of stable disease
following monotherapy with Modi-1 is encouraging in this difficult
to treat cancer. Based on this it has been decided to evaluate
Modi-1 in combination with checkpoint inhibitors, as first line
therapy in advanced cancer.
The Company is now evaluating Modi-1
in advanced renal cell carcinoma (RCC) in the first line setting.
Doublet CPI is the standard of care for advanced RCC, and this
trial will determine the additional efficacy benefit of Modi-1
immunisation in this most common type of kidney cancer and provide
validation of the Moditope platform in combination with CPIs. The
study protocol to evaluate a cohort of 44 patients received
regulatory approval in May 2024 and has started enrolling patients
with a preliminary read-out expected in H1 2025.
ModiFY
Study
The ModiFY study is an open-label,
multicohort, multicentre, adaptive Phase 1/2 trial with Modi-1
being administered alone or in combination with CPIs in patients
with head and neck, triple negative breast
and renal tumours and as a
monotherapy in patients with ovarian cancer, where there are no
approved CPI therapies. This open label Phase 1/2 study is
assessing the safety and immunogenicity of citrullinated
peptides.
ANTIBODIES
The GlyMab® platform has
generated a series of high affinity tumour specific monoclonal
antibodies (mAb) targeting glycans that are over-expressed on
cancer cells. Supported with a robust patent portfolio and
compelling proof of concept data for development as therapeutics,
GlyMab antibodies support the clinical pipeline and the opportunity
to generate non-dilutive revenue through partnerships with global
pharma and biotech. Development under the commercial license
agreement with Genmab with potential milestone payments of up to
$624 million remains on track, and the GlyMab platform has been
further validated through an agreement signed in June 2024 with a
major international biotechnology company to exclusively evaluate
another antibody in the GlyMab portfolio for $1 million.
GlyMabs offer interesting commercial
opportunities as each antibody has high specificity for particular
glycan molecules, making each of them attractive development
candidates. In addition to being potential therapies in their own
right, the specificity of the anti-glycan enables their development
into a range of antibody-based therapies with differing mechanisms
of action, such as antibody drug candidates, CAR-T,
radioimmunotherapy and T-cell re-direction.
SC134 is the GlyMab lead asset and
has strong potential as an effective therapeutic antibody for small
cell lung cancer with in vivo data demonstrating anti-tumour
activity as a T cell engager and an antibody drug conjugate. This
data has generated broad commercial interest which will be pursued
for partnership opportunities and licensing deals. Data
demonstrating SC134 as effective T cell engager for small cell lung
cancer has been published in a high-impact peer-reviewed
international journal in August 2024.
CORPORATE
During the period, the Company has
enhanced its organisational capabilities through key appointments
to the Board of Directors and the Senior Management team, bringing
highly relevant experience from the pharmaceutical sector to the
company that will further enhance its commercial capabilities and
accelerate the Company forward in achieving its strategic
objectives.
Dr Florian Reinaud, Non-Executive
Director, and Sath Nirmalananthan, CFO, were appointed to the Board
of Directors. Dr Florian Reinaud (representing Redmile, Scancell's
leading investor) brings over 20 years of executive, non-executive
and financial experience from the healthcare sector. Sath
Nirmalananthan has served as the Company's Chief Financial Officer
since 29 August 2023 and brings more than 15 years' experience in
the healthcare sector at FTSE and NASDAQ listed
companies.
In July 2024, Scancell appointed Dr
Nermeen Varawalla as Chief Medical Officer. She brings over 25
years of clinical development experience, including the conduct of
numerous registration studies in oncology, and has worked across
global large pharma, healthcare business consultancy and clinical
trial services. The appointment enhances Scancell's capabilities
for its Phase 2/3 registration trial following clinical results
from SCIB1 and iSCIB1+ cohorts.
Other key appointments include
appointing Dr Callum Scott as Head of Development and Dr Mandeep
Sehmi as Head of Business Development, who both bring highly
relevant pharmaceutical industry experience that will further
enhance the Company's commercial capabilities as it develops to
being a late-stage clinical company.
FINANCE
R&D expenditure increased by
£1.3 million to £12.9 million (2023: by £2.1 million to £11.6
million). In 2024, the number of employees engaged in development
increased, and we continued to incur costs for our SCOPE and ModiFY
clinical trials. The most significant increase in development costs
in 2024 was scaling up SCIB1 and iSCIB1+ manufacturing capabilities
in preparation for the Phase 2/3 registration trial and
commercialisation. The increase in R&D spend was smaller than
the increase in 2023 due to prioritisation of projects with a focus
on the more advanced clinical assets.
At 30 April 2024, the Group had cash
and cash equivalents of £14.8 million (2023: £19.9 million). The
£5.1 million decrease for 2024 was due to £17.4 million of cash
used in operations, which was largely a result of continued R&D
expenditure. This was offset by £11.3 million of net proceeds
following an open offer and placing in December 2023. By
comparison, there was an £8.8 million decrease in cash for 2023 due
to continued development expenditure, which was partly offset by
the revenue received from Genmab. The estimated cash runway of the
Group is into the third calendar quarter of 2025. Further details
of the Board's going concern assessment are provided in Note 1 to
the Financial Information.
In July 2024, the maturity of the
Group's convertible loan notes was extended to the second half of
2027. Under the amended terms, the Group repaid approximately £0.5m
of notes and is not required to make any further payments until
maturity. There were £19.2 million of convertible loan notes
outstanding following the extension. At 30 April 2024, the
convertible loan notes reported in the Consolidated statement of
financial position on an amortised cost basis totalled £19.0
million.
In June 2024, the Company entered
into a revenue generating agreement with an international
biotechnology company. The agreement provided a seven-month
exclusive evaluation period for one of the anti-glycan monoclonal
antibodies in exchange for $1 million (£0.8 million), which was
received in July 2024. An option to fully license the antibody for
further payments is possible under the agreement.
The Group's overall loss for 2024
was £5.9 million, compared to £11.9 million in 2023. The £6.0
million reduction in loss was largely generated by finance income
of £9.9m following remeasurement of convertible loan note
derivative liabilities. This was offset by a £5.3 million reduction
in revenue. Revenue from the licencing deal with Genmab
significantly reduced 2023's loss, whereas there was no such
revenue for 2024.
Administrative expenditure for 2024
increased to £5.4 million (2023: £5.0 million) due to additional
professional fees, additional recruitment and other
overheads.
The fair value of the Group's
derivative liabilities associated with its convertible loan notes
significantly decreased in 2024, resulting in non-cash finance
income of £9.9 million (2023: finance expense of £1.5 million). The
value of derivative liabilities decreased following a reduction in
the Company's share price and the time for noteholders to exercise.
After the extension of the convertible loan notes in July 2024 and
an increase in the Company's share price, the Group could
experience significant changes in convertible loan related
financial statement balances in the year ended 30 April
2025.
The loss before taxation amounted to
£9.1 million (2023: £14.3 million) and R&D tax credits
increased by £0.9 million to £3.3 million (2023: £2.4 million),
reflecting an increase in qualifying expenditure identified in
2024. We received £2.4 million of tax credits relating to 2023 in
June 2024 and a further £0.5 million of credits in September
2024.
The Group had an overall net
liability position (£3.5 million in 2024 and £9.6 million in 2023),
primarily due to non-cash fluctuations in its embedded derivative
liabilities, which represent the fair value of the conversion
feature of the convertible loan notes.
OUTLOOK
Given the significant clinical and
commercial milestones achieved in the period, positive early
efficacy data, and sufficient resources to fund the current
strategy, the Company is confident it will achieve its near-term
milestones.
Key milestones for the following 18
months include:
· Full
cohort data with SCIB1 and iSCIB1+ in Q4 2024 and H1 2025,
respectively;
· Phase
2/3 seamless registration trial with SCIB1 or iSCIB1+ to begin in
2025;
· ModiFY
study data in RCC in combination with checkpoint inhibitors
expected in H1 2025;
· Continue assessment for partnering or out-licensing options
for the GlyMab® and AvidiMab® platforms and financing
needs.
Professor Lindy Durrant
Chief Executive Officer
Consolidated Statement of Comprehensive Loss for the year
ended 30 April 2024
|
|
|
|
2024
|
2023
|
Notes
|
£'000
|
£'000
|
|
|
|
Revenue
|
-
|
5,271
|
|
|
|
Cost of sales
|
-
|
(525)
|
|
|
|
Gross Profit
|
-
|
4,746
|
|
|
|
Research and development
expenses
|
(12,871)
|
(11,645)
|
|
|
|
Administrative expenses
|
(5,396)
|
(5,021)
|
|
|
|
Operating loss
|
2
|
(18,267)
|
(11,920)
|
|
|
|
|
Interest receivable and similar
income
|
|
355
|
284
|
|
|
|
|
Interest expense
|
|
(1,089)
|
(1,215)
|
|
|
|
|
Finance income / (expense) relating
to derivative liability revaluation
|
|
9,884
|
(1,453)
|
|
|
|
Loss and total comprehensive loss before
taxation
|
(9,117)
|
(14,304)
|
|
|
|
|
Taxation
|
3
|
3,258
|
2,368
|
|
|
|
Loss for the year
|
(5,859)
|
(11,936)
|
|
|
|
|
|
|
|
|
|
Loss per ordinary share
(pence)
Basic
4
(0.68)p
(1.50)p
Diluted
4
(1.43)p
(1.50)p
Consolidated Statement of Financial Position 30
April
|
|
2024
£'000
|
2023
Restated
£'000
|
2022
Restated
£'000
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Tangible fixed assets
|
|
862
|
1,246
|
1,579
|
Right-of-use assets
|
|
847
|
1,003
|
1,165
|
Total non-current assets
|
|
1,709
|
2,249
|
2,744
|
|
|
|
|
|
Current assets
|
|
|
|
|
Trade and other
receivable
|
|
1,378
|
538
|
647
|
Taxation receivable
|
|
5,672
|
4,148
|
2,990
|
Cash and cash equivalents
|
|
14,817
|
19,920
|
28,725
|
Total current assets
|
|
21,867
|
24,606
|
32,362
|
|
|
|
|
|
Total assets
|
|
23,576
|
26,855
|
35,106
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Convertible loan notes
|
|
(17,366)
|
(16,888)
|
(16,437)
|
Derivative liabilities
|
|
(2,860)
|
(10,900)
|
(9,770)
|
Lease Liabilities
|
|
(466)
|
(746)
|
(856)
|
Total non-current liabilities
|
|
(20,692)
|
(28,534)
|
(27,063)
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
Convertible loan notes
|
|
(1,606)
|
(1,593)
|
(1,420)
|
Derivative liabilities
|
|
(1,256)
|
(3,100)
|
(2,777)
|
Trade and other payables
|
|
(3,099)
|
(2,970)
|
(2,137)
|
Lease Liabilities
|
|
(428)
|
(306)
|
(315)
|
Total current liabilities
|
|
(6,389)
|
(7,969)
|
(6,649)
|
|
|
|
|
|
Total liabilities
|
|
(27,081)
|
(36,503)
|
(33,712)
|
|
|
|
|
|
Net
(liabilities) / assets
|
|
(3,505)
|
(9,648)
|
1,394
|
|
|
|
|
|
Shareholders' equity
|
|
|
|
|
Called up share capital
|
|
929
|
819
|
815
|
Share premium
|
|
71,927
|
60,695
|
60,533
|
Merger reserve
|
|
5,043
|
5,043
|
5,043
|
Share option reserve
|
|
2,783
|
2,123
|
1,395
|
Retained losses
|
|
(84,187)
|
(78,328)
|
(66,392)
|
|
|
|
|
|
Total shareholders' (deficit) / equity
|
(3,505)
|
(9,648)
|
1,394
|
Further information on the restated
2023 and 2022 Consolidated statements of financial of position is
provided in Note 9.
Consolidated Statement of Changes in Equity
for the year
ended 30 April 2024
|
Share
Capital
|
Share
Premium
(Restated)
|
Share
Option
Reserve
|
Merger
Reserve
(Restated)
|
Retained
Losses
(Restated)
|
Total
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
At 1 May 2022 (as
reported)
|
815
|
65,019
|
1,395
|
-
|
(62,420)
|
4,809
|
|
Prior period restatement
|
-
|
(4,486)
|
-
|
5,043
|
(3,972)
|
(3,415)
|
|
At 1
May 2022 (restated)
|
815
|
60,533
|
1,395
|
5,043
|
(66,392)
|
1,394
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
(11,936)
|
(11,936)
|
|
Transactions with owners:
|
|
|
|
|
|
|
|
Share option exercises
|
4
|
162
|
-
|
-
|
-
|
166
|
|
Share based payment
|
-
|
-
|
728
|
-
|
-
|
728
|
|
|
|
|
|
|
|
|
|
At
30 April 2023 (restated)
|
819
|
60,695
|
2,123
|
5,043
|
(78,328)
|
(9,648)
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
(5,859)
|
(5,859)
|
|
Transactions with owners:
|
|
|
|
|
|
|
|
Share placing and open offer, net of
issuance costs (Note 5)
|
108
|
11,143
|
-
|
-
|
-
|
11,251
|
|
Share option exercises
|
2
|
89
|
-
|
-
|
-
|
91
|
|
Share based payment
|
-
|
-
|
660
|
-
|
-
|
660
|
|
|
|
|
|
|
|
|
|
At
30 April 2024
|
929
|
71,927
|
2,783
|
5,043
|
(84,187)
|
(3,505)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Further information on the restated
balances at 1 May 2022 and 30 April 2023 is provided in Note
9.
Consolidated Statement of Cash Flows for the year ended 30
April 2024
|
|
2024
|
2023
|
|
Note
|
£'000
|
£'000
|
Cash flows from operating activities
|
|
|
|
Loss before tax
|
|
(9,117)
|
(14,304)
|
Adjustments for:
|
|
|
|
Interest receivable and similar
income
|
|
(355)
|
(284)
|
Interest expense
|
|
1,089
|
1,215
|
Finance (income)/expense relating to
derivative liability revaluation
|
|
(9,884)
|
1,453
|
Depreciation of tangible fixed
assets
|
|
561
|
536
|
Depreciation of right-of-use
asset
|
|
405
|
366
|
Share-based payment
charge
|
|
660
|
728
|
Other items
|
|
(42)
|
-
|
Cash used in operations before
changes in working capital
|
|
(16,683)
|
(10,290)
|
(Increase)/Decrease in trade and
other receivables
|
|
(840)
|
111
|
Increase in trade and other
payables
|
|
129
|
829
|
Cash used in operations
|
|
(17,394)
|
(9,350)
|
Tax credits received
|
|
1,734
|
1,210
|
Net
cash used in operating activities
|
|
(15,660)
|
(8,140)
|
Investing activities
|
|
|
|
Purchase of tangible fixed
assets
|
|
(177)
|
(203)
|
Interest received
|
|
355
|
284
|
Net
cash generated from investing activities
|
|
178
|
81
|
|
|
|
|
Financing activities
|
|
|
|
Proceeds from issuance on placing
and open offer
|
5
|
11,898
|
-
|
Costs of share issuances
|
5
|
(647)
|
-
|
Proceeds from share option
exercises
|
|
91
|
166
|
Interest paid
|
|
(595)
|
(537)
|
Lease principal payments
|
|
(357)
|
(375)
|
Net
cash generated from / (used in) financing
activities
|
|
10,390
|
(746)
|
|
|
|
|
Net
decrease in cash and cash equivalents
|
|
(5,092)
|
(8,805)
|
|
|
|
|
Net foreign exchange difference on
cash held
|
|
(11)
|
-
|
|
|
|
|
Cash and cash equivalents at beginning of the
year
|
|
19,920
|
28,725
|
|
|
|
|
Cash and cash equivalents at end of the year
|
|
14,817
|
19,920
|
|
|
|
|
NOTES TO THE FINANCIAL INFORMATION
for
the year ended 30 April 2024
1 BASIS OF
PREPARATION
These financial results do not
comprise statutory accounts for the year ended 30 April 2024 within
the meaning of Section 434 of the Companies Act 2006 as it does not
contain all the information required to be disclosed in the
financial statements prepared in accordance with UK adopted
International Accounting Standards. The financial information in
this announcement has been extracted from the audited financial
statements for the year ended 30 April 2024. The report of the
auditor on the 30 April 2024 statutory financial
statements was unqualified, and did not contain a statement under
Section 498(2) or Section 498(3) of the Companies Act 2006, but did
draw attention to the Group's ability to continue as a going
concern by way of a material uncertainty paragraph. The statutory
accounts for the year ended 30 April 2024 have not yet been
delivered to the Registrar of Companies.
The financial information for the
year ended 30 April 2023 and 2022 has been extracted from
the Group's audited statutory financial statements which were
approved by the Board of Directors on 30 October
2023, and which have been delivered to the Registrar of
Companies for England and Wales. Adjustments to these numbers are
detailed in Note 9. The report of the auditor on these financial
statements was unqualified and did not contain a statement under
Section 498(2) or Section 498(3) of the Companies Act
2006.
This announcement was approved by
the board of directors and authorised for issue via RNS on 23
September 2024.
Going concern
During the year ended 30 April 2024,
the Group incurred an operating loss of £18.3 million and cash used
in operating activities was £15.7 million. As a clinical stage
immuno-oncology Group, Scancell has incurred net operating losses
since inception and expects such losses in future periods. At 30
April 2024, the Group's retained losses were £84.2 million and it
held £14.8 million of cash and cash equivalents. In July
2024, the maturity of Group's outstanding convertible loan notes
was extended to 2027.
The Group allocates most of its
financial resources to research and development expenditure on its
ImmunoBody, Moditope and monoclonal antibody platforms. While a
portion of expenditure is committed, the timing and extent of
uncommitted expenditure surrounding development work on these
platforms and the Group's clinical trials afford significant
flexibility in the allocation of resources.
The Group finances its operations
through share issuances, convertible loan notes and collaboration
revenue. In the second half of 2020, the Group raised £46.1 million
in net proceeds from issuances of shares and convertible loan
notes. In November 2023, a further £11.3 million in net proceeds
was raised from an open offer, placing and subscription of ordinary
shares. The Group continues to advance its clinical trials and
generate successful data, and it expects to report further findings
in late 2024 and early 2025. Following the data, the Group will
evaluate partnering and out-licensing opportunities as well the
need to obtain significant further financing from share issuances
if required.
In November 2022, the Group received
a £5.3 million upfront payment under a collaboration with Genmab
A/S ("Genmab"), and in July 2024, the Company received £0.8m under
another collaboration in exchange for granting an evaluation period
over one of several anti-glycan monoclonal antibodies in its
portfolio. The Board believes the Group could receive further
significant payments as existing collaborations progress or as
future collaborations are agreed.
Excluding potential financing from
these sources, the Group's two-year cash flow forecast with cash
preservation measures in areas of uncommitted expenditure suggests
it could continue to operate with cash currently held until August
2025, which is less than a year from the date of approval of these
financial statements. While the Group has historically succeeded in
securing further cash, financing from such sources is dependent on
market conditions and the decisions of the Group's existing
shareholders, potential investors, and existing or future potential
collaboration partners. These stakeholders and potential receipts
are not controlled by the Group, and material uncertainties
therefore exist that may cast significant doubt on its ability to
continue as a going concern. Since these options continue to
represent realistic and effective sources of future financing
which, despite the uncertainty, would ensure the Group and Company
have sufficient funds to continue operating for at least a year,
the Board has prepared the financial statements on a going concern
basis
2 OPERATING
LOSS
|
2024
|
2023
|
|
£'000
|
£'000
|
Operating Loss is stated after charging:
|
|
|
|
|
|
Depreciation on tangible fixed
assets
|
561
|
536
|
Depreciation of right-of-use
assets
|
405
|
366
|
Foreign exchange losses
|
5
|
358
|
Auditors' remuneration - fee payable
for audit of the company
|
80
|
42
|
Auditors' remuneration - fee payable
for audit of the subsidiary
|
18
|
41
|
3 TAXATION
The tax credit on the loss for the
year was as follows:
|
2024
|
2023
|
Current tax
|
£'000
|
£'000
|
UK corporation tax credits due on
R&D expenditure
|
2,811
|
2,399
|
Adjustment in respect of prior
years
|
447
|
(31)
|
Tax credit
|
3,258
|
2,368
|
The tax credit for 2024 is higher (2023: lower)
than the applicable rate of corporation tax in the UK applied to
the Group's loss before tax, and a reconciliation explaining these
is differences is provided below.
|
2024
|
2023
|
|
£'000
|
£'000
|
Loss on ordinary activities before
tax
|
(9,117)
|
(14,304)
|
Tax at the standard rate of
corporation tax of 25% (2023: 19.49%)
|
(2,279)
|
(2,788)
|
Effects of:
|
|
|
Exempted (income)/disallowed
expenditure on convertible loans
|
(2,213)
|
510
|
Other disallowed
expenditure
|
136
|
172
|
Other timing differences
|
92
|
49
|
Enhanced tax relief on R&D
expenditure
|
(205)
|
(929)
|
Adjustments in respect of prior
years
|
(447)
|
31
|
Unrelieved losses carried
forward
|
1,658
|
587
|
Tax credit
|
(3,258)
|
(2,368)
|
The Group has tax losses, which can
be carried forward indefinitely, of £43.9 million (2023:
£38.5 million) to utilise
against future profits. A deferred tax asset has not been
recognised in respect of these losses as the Group does not
anticipate sufficient taxable profits to arise in the foreseeable
future to utilise them. The estimated value of the unrecognised
deferred tax asset measured at the prevailing rate of tax when the
timing differences are expected to reverse is £10.8 million (2023:
£9.8 million). This is based on the substantively enacted rates at
the balance sheet date. The current UK corporation rate is 25%,
effective from 1 April 2023, as set out in the Finance Bill 2021
which was substantively enacted on 24 May 2021.
The Group has a potential future tax
deduction on share options of £0.3 million (2023: £2.0 million)
representing an unrecognised deferred tax asset of £0.1 million
(2023: £0.5 million) at 30 April 2024. The Group also has a
deferred tax liability of £0.2 million (2023: £0.2 million) arising
from timing differences against which a deferred tax asset has been
offset, resulting in an overall recognised deferred tax balance of
nil.
The Group received £2.4 million of
tax credits relating to 2023 in June 2024, and a further £0.5
million of credits in September 2024.
4 LOSS PER
SHARE
The earnings and weighted average
number of ordinary shares used in the calculation of basic and
diluted loss per share are set out in the tables below.
Basic loss per share
|
|
2024
£'000
|
2023
£'000
|
Loss used in calculation of basic loss per
share
|
|
(5,859)
|
(11,936)
|
|
|
|
|
|
|
Number
|
Number
|
Weighted average number of ordinary
shares
|
|
862,484,430
|
816,051,311
|
Basic loss per share (pence)
|
|
(0.68)
|
(1.50)
|
Diluted loss per share
Loss for the year
Adjustment for the effect of convertible loan
notes
Adjusted loss used in the calculation of
diluted loss per share
|
|
2024
£'000
(5,859)
(8,853)
(14,712)
|
2023
£'000
(11,936)
-
(11,936)
|
|
|
Number
|
Number
|
Basic weighted average number of ordinary
shares
|
|
862,484,430
|
816,051,311
|
Adjustment for convertible loan notes with
dilutive effect
|
|
167,310,035
|
-
|
Diluted weighted average number of ordinary
shares
|
|
1,029,794,465
|
816,051,311
|
Diluted loss per share (pence)
|
|
(1.43)
|
(1.50)
|
|
|
|
| |
Convertible loan notes in the year
ended 30 April 2024 had a dilutive effect on loss per share.
Dilutive loss per share assumes that the notes had been converted
at the start of the year, which would have resulted in an increase
in loss for the year following the removal of post-tax derivative
finance income and loan interest expense. The effect of share
options has been excluded from the calculation of diluted loss per
share, since such options would have the effect of reducing the
loss per share.
5 AUTHORISED ISSUED SHARE
CAPITAL
In December 2023, the Group
completed an open offer, placing and subscription of 108,156,516
ordinary shares, raising £11.3 million after deductions for
attributable issuance costs of £0.6 million.
At 30 April 2024, there were
928,979,977 ordinary shares issued and outstanding.
6 EVENTS AFTER THE REPORTING
PERIOD
In June 2024, the Group entered into
a revenue generating agreement with an international biotechnology
company. The agreement provided a seven-month exclusive evaluation
period for one of the Group's anti-glycan monoclonal antibodies in
exchange for $1 million (£0.8 million), which the Group received in
July 2024. An option to license the antibody and further payments
are possible under the agreement.
In July 2024, in July 2024, the
Group entered into a deed of amendment relating to all outstanding
convertible loan notes. The outstanding notes are held by funds
managed by the Company's largest shareholder, Redmile Group, LLC
("Redmile"). Under the deed of amendment:
§ the
maturity of the notes was extended by a further two years so that
the first tranche of convertible loan notes became repayable by the
Company on 12 August 2027 and the second tranche became repayable
on 10 November 2027
§ the terms
of the second tranche were revised to enable Redmile to convert the
notes at any time prior to maturity
§ interest
terms were revised to accrue until maturity rather than require
annual repayment
§ the
Company was required to pay £450,000 of outstanding loan notes in
July 2024.
Following this repayment, a total of
£19.2 million notes remained outstanding, representing £1.75
million of August 2020 CLN 1 notes and £17.45 million November 2020
CLN 2 notes. No adjustments to the conversion price were made to
either tranche under the deed of amendment.
In September 2024, the Group signed
a strategic partnership with PharmaJet for the supply of the
Stratis® Intramuscular (IM) Needlefree Injection System for
delivery of Scancell's Immunobody® SCIB1/iSCIB1+ DNA vaccine for
both clinical development and commercial use under which
development milestones and royalties are payable.
7 DELIVERY OF
ACCOUNTS
The audited statutory accounts in
respect of the prior year ended 30 April 2023 have been delivered
to the Registrar of Companies. The auditors issued an unqualified
audit opinion which did not contain any statement under section
498(2) or 498(3) of the Companies Act 2006.
8 AVAILABILITY OF
ACCOUNTS
This announcement is not being
posted to shareholders. Copies of this announcement can be
downloaded from the Company's website: www.scancell.co.uk
together with copies of the Report and Accounts
for the year ended 30 April 2024.
9 PRIOR PERIOD
RESTATEMENTS
The Group has adjusted prior periods
in its financial statements. The adjustments had no impact on prior
statements of comprehensive loss or statements of cash
flow.
IAS
1 amendments and reclassification of convertible loan liability and
derivative balances
The Group early-adopted amendments
to IAS 1 for the year ended April 2024. The amendments were applied
retrospectively to the financial statements and resulted in the
reclassification of the host loan liability and the derivative
liability for convertible loan notes issued in August 2020 from
non-current to current in the consolidated statements of financial
position. The amendments had no impact on the consolidated
statements of changes in equity, cash flow or statements of
comprehensive loss.
While these notes were due to mature
at a date greater than a year from the statement of financial
position date, they were convertible at the election of the
noteholder at any time and the associated conversion option is not
classified as an equity instrument. Exercise of the conversion
option, which could occur in a period of less than a year, would
settle the host loan liability and therefore the loan liability
component of the notes and the embedded derivative have been
reclassified as current.
The effect of the restatement
associated with these amendments is summarised in the table below
for 2023 and 2022.
Consolidated Statement of financial position
|
|
2023
As previously
reported
£'000
|
Adjustments
|
2023
Restated
£'000
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
Convertible loan notes
|
|
(18,481)
|
1,593
|
(16,888)
|
Derivative liability
|
|
(14,000)
|
3,100
|
(10,900)
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
Convertible loan notes
|
|
-
|
(1,593)
|
(1,593)
|
Derivative liability
|
|
-
|
(3,100)
|
(3,100)
|
|
|
2022
As previously
reported
£'000
|
Adjustments
|
1 May 2022
Restated
£'000
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
Convertible loan notes
|
|
(17,857)
|
1,420
|
(16,437)
|
Derivative liability
|
|
(12,547)
|
2,777
|
(9,770)
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
Convertible loan notes
|
|
-
|
(1,420)
|
(1,420)
|
Derivative liability
|
|
-
|
(2,777)
|
(2,777)
|
9 PRIOR PERIOD RESTATEMENTS
(continued)
Goodwill and historical equity balances
Scancell Holdings Plc was
incorporated in 2008 to enable shares to be listed on the PLUS
exchange. Shortly after incorporation, Scancell Holdings Plc issued
shares in exchange for Scancell Limited's shares, and the previous
owners of Scancell Limited shares became owners of Scancell
Holdings Plc shares. In previous IFRS financial statements, the
Group recognised goodwill as an asset for this transaction in its
Consolidated statement of financial position and excluded the
pre-acquisition retained losses of Scancell Limited.
IFRS does not provide specific
guidance for such reorganisations, and companies are required under
IAS 8, Accounting Policies,
Changes in Accounting Estimates and Errors, to develop a
policy that reflects the economic substance of transactions and not
merely the legal form. On review of goodwill in 2024, management
determined that treating the reorganisation as a regular way
acquisition and recognising goodwill as an asset did not reflect
the substance of the reorganisation and that it only represented
the legal form. Having reviewed the requirements of other IFRSs,
the IASB's Conceptual Framework, and other standard setting bodies,
the Board noted that the principles of predecessor accounting
feature under several reporting frameworks, including the merger
accounting method under UK GAAP. The Board has therefore chosen to
adopt these principles and the consolidated statements of financial
position and equity have been restated to:
§ remove
goodwill on consolidation;
§ consolidate the historical losses of Scancell Limited prior to
its legal acquisition;
§ record
merger reserves in equity in the Consolidated statement of
financial position for the difference between the nominal value of
shares issued by Scancell Holdings Plc for the transaction and the
share capital and share premium of Scancell Limited.
The effect of the restatement to
goodwill and equity balances is summarised below for 2023 and
2022.
Consolidated Statement of financial position
|
|
2023
As previously
reported
£'000
|
Adjustments
|
2023
Restated
£'000
|
|
|
|
|
|
ASSETS
|
|
|
|
|
Non-current
assets
|
|
|
|
|
Goodwill
|
|
3,415
|
(3,415)
|
-
|
SHAREHOLDERS' EQUITY
|
|
|
|
|
Share premium
|
|
65,181
|
(4,486)
|
60,695
|
Merger reserve
|
|
-
|
5,043
|
5,043
|
Retained
losses
(74,356)
(3,972)
(78,328)
|
|
2022
As previously
reported
£'000
|
Adjustments
|
2022
Restated
£'000
|
|
|
|
|
|
ASSETS
|
|
|
|
|
Non-current
assets
|
|
|
|
|
Goodwill
|
|
3,415
|
(3,415)
|
-
|
SHAREHOLDERS' EQUITY
|
|
|
|
|
Share premium
|
|
65,019
|
(4,486)
|
60,533
|
Merger reserve
|
|
-
|
5,043
|
5,043
|
Retained
losses
(62,420)
(3,972)
(66,392)