UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
January
2025
Commission
File Number: 001-41386
OKYO
Pharma LTD
(Exact
Name of Registrant as Specified in Its Charter)
9th
Floor
107
Cheapside
London
EC2V
6DN
(Address
of registrant’s principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION
CONTAINED IN THIS REPORT ON FORM 6-K
On
January 29, 2025, OKYO Pharma LTD (the “Company”) issued a press release, a copy of which is furnished as Exhibit
99.1 to this Current Report on Form 6-K, reporting its financial results for the six-month period ended September 30, 2024 and providing
an update on recent business highlights. Furnished as Exhibit 99.2 to this Current Report on Form 6-K are the Company’s consolidated
financial statements for the six-month period ended September 30, 2024.
The
Announcement is furnished herewith as Exhibit 99.1 and Exhibit 99.2 to this Report on Form 6-K. The information in the attached Exhibits
99.1 and 99.2 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing
made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as otherwise set forth
herein or as shall be expressly set forth by specific reference in such a filing.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
OKYO
Pharma LTD |
| |
|
|
| Date:
January 29, 2025 |
By: |
/s/
Keeren Shah |
| |
Name: |
Keeren
Shah |
| |
Title: |
Chief
Financial Officer |
EXHIBIT
INDEX
Exhibit
99.1
OKYO
Pharma to Complete Enrollment of Neuropathic Corneal Pain Trial by End of Second Quarter
London
and New York, NY, January 29, 2025 – OKYO Pharma Limited (NASDAQ: OKYO), a
clinical-stage biopharmaceutical company developing innovative therapies for the treatment of neuropathic corneal pain (NCP), a severe
ocular condition without an FDA approved therapy, and for inflammatory dry eye disease (DED), a multi-billion-dollar market, today
announces a clinical update and its interim results for the six months ended 30 September 2024.
Clinical
Updates:
OK-101
Neuropathic
Corneal Pain (NCP)
The
Company anticipates completing enrollment of the 48-patient trial by the end of 2Q 2025 and releasing top-line data on the Phase 2a trial
in 4Q 2025. Results from this trial are anticipated to be a major binary event for the Company.
During
the past six months of 2024 the OKYO Pharma’s primary focus has been centered on preparations for and the initiation of the first
clinical trial of a drug to treat NCP, with the announcement on 23 October, 2024 of the opening of a Phase 2a trial of OK-101 to treat
NCP. The Phase 2a study is designed as a double-masked, randomized, 12-week placebo-controlled
trial in NCP patients. A total of 48 patients are planned to be enrolled in the trial, with NCP disease confirmed via confocal microscopy,
patient symptoms and medical histories.
OK-101,
a novel, non-opioid therapeutic candidate, is designed to target and alleviate the debilitating pain associated with corneal nerve damage,
a condition for which there are currently no U.S Food and Drug Administration (FDA) approved treatments. Neuropathic corneal pain, often
resulting from conditions like dry eye disease, surgery, or infections, can severely impact a patient’s quality of life, with current
management options limited to pain relief strategies that offer only partial or temporary respite.
Earlier
in the year, in February 2024, the Company announced that it was the first company to receive an investigational new drug (IND) application
clearance by FDA to clinically evaluate a drug specifically to treat NCP with the clearance of the IND for OK-101.
The
OK-101 trial is designed as a single-center trial and is being led by Pedram Hamrah, MD, of Tufts Medical Center, as Principal Investigator.
Dr. Hamrah is Professor and Vice Chair of Research and Academic Programs, and Director of the Center for Translational Ocular Immunology
at Tufts Medical Center. He is one of the world’s foremost experts on NCP and treats patients with ocular pain from across the
United States and worldwide. His previous research has demonstrated safety and efficacy of various topical and systemic treatments for
ocular pain and has led to the development of new diagnostic markers for ocular pain by in vivo confocal microscopy. In addition to his
work on OK-101, of which he is a co-inventor and member of OKYO’s Scientific Advisory Board, Dr. Hamrah is also conducting studies
on developing new corneal nerve function tests and is a consultant to the company covering non-clinical studies of OK-101 to evaluate
its mechanism of action.
Dry
Eye Disease (DED)
In
January of 2024, OKYO reported positive top line data from the Phase 2b trial of OK-101 to treat DED patients. This OK-101 first-in-human
Phase 2b trial established a clear clinical path for potential further clinical development via a Phase 3 study design using FDA-recognized
endpoints. OK-101 demonstrated statistically significant benefit in a “sign” endpoint, namely “total conjunctival staining”
as measured by the Ora Calibra© Staining Scale as early as Day 29 (p = 0.034). OK-101 also improved at least two “symptom”
endpoints of DED, including “burning/stinging” as measured by the Ora Calibra© 4-symptom questionnaire, and
as measured by a visual analog scale as early as Day 15 (p = 0.04 and p=0.03, respectively), as well as “blurred vision”,
with statistically significant improvement in blurred vision occurring by Day 29 (p = 0.01).
Of
the 240 patients treated in the trial, treatment emergent adverse events (TEAEs) were observed to be similar to the placebo-treated group.
No severe drug related ocular TEAEs were seen. Possible drug-related TEAEs were observed in one patient in the OK-101 0.05% treatment
group and 3 patients in the placebo-treated group, again highlighting the favourable safety profile of OK-101.
OKYO
is planning to engage with the FDA on the next clinical plans for OK-101 to treat DED.
Financial
Highlights:
| ● | Total
assets of $2.8 million (31 March 2024: $1.5 million) |
| ● | Cash
on hand of $1.0 million (31 March 2024: $0.8 million); post period end the Company received
additional cash of $1.8 million. |
| ● | During
the financial period under review, the Company reported a total comprehensive loss of $3.1
million (compared to total comprehensive loss of $8.5 million for the six months ending September
30 2023) |
About
OKYO
OKYO
Pharma Limited (NASDAQ: OKYO) is a clinical stage biopharmaceutical company developing innovative therapies for the treatment of NCP
and DED, with ordinary shares listed for trading on the NASDAQ Capital Market. OKYO is focused on the discovery and development of novel
molecules to treat NCP and inflammatory DED. In addition to the completed Phase 2 trial of OK-101 to treat DED patients, OKYO is also
currently evaluating OK-101 to treat NCP patients in a Phase 2 trial.
Enquiries:
| OKYO
Pharma Limited |
|
Gary
S. Jacob, Chief Executive Officer |
|
U.S.
917-497-7560 |
| |
|
|
|
|
| Business
Development & Investor Relations |
|
Paul
Spencer |
|
+44
(0)20 7495 2379 |
Exhibit
99.2
OKYO
Pharma to Complete Enrollment of Neuropathic Corneal Pain Trial by End of Second Quarter
London
and New York, NY, January 29, 2025 – OKYO Pharma Limited (NASDAQ: OKYO), a clinical-stage biopharmaceutical
company developing innovative therapies for the treatment of neuropathic corneal pain (NCP), a severe ocular condition without an FDA
approved therapy, and for inflammatory dry eye disease (DED), a multi-billion-dollar market, today announces a clinical update and its
interim results for the six months ended 30 September 2024.
Clinical
Updates:
OK-101
Neuropathic
Corneal Pain (NCP)
The
Company anticipates completing enrollment of the 48-patient trial by the end of 2Q 2025 and releasing top-line data on the Phase 2a trial
in 4Q 2025. Results from this trial are anticipated to be a major binary event for the Company.
During
the past six months of 2024 the OKYO Pharma’s primary focus has been centered on preparations for and the initiation of the first
clinical trial of a drug to treat NCP, with the announcement on 23 October, 2024 of the opening of a Phase 2a trial of OK-101 to treat
NCP. The Phase 2a study is designed as a double-masked, randomized, 12-week placebo-controlled trial in NCP patients. A total of 48 patients
are planned to be enrolled in the trial, with NCP disease confirmed via confocal microscopy, patient symptoms and medical histories.
OK-101,
a novel, non-opioid therapeutic candidate, is designed to target and alleviate the debilitating pain associated with corneal nerve damage,
a condition for which there are currently no U.S Food and Drug Administration (FDA) approved treatments. Neuropathic corneal pain, often
resulting from conditions like dry eye disease, surgery, or infections, can severely impact a patient’s quality of life, with current
management options limited to pain relief strategies that offer only partial or temporary respite.
Earlier
in the year, in February 2024, the Company announced that it was the first company to receive an investigational new drug (IND) application
clearance by FDA to clinically evaluate a drug specifically to treat NCP with the clearance of the IND for OK-101.
The
OK-101 trial is designed as a single-center trial and is being led by Pedram Hamrah, MD, of Tufts Medical Center, as Principal Investigator.
Dr. Hamrah is Professor and Vice Chair of Research and Academic Programs, and Director of the Center for Translational Ocular Immunology
at Tufts Medical Center. He is one of the world’s foremost experts on NCP and treats patients with ocular pain from across the
United States and worldwide. His previous research has demonstrated safety and efficacy of various topical and systemic treatments for
ocular pain and has led to the development of new diagnostic markers for ocular pain by in vivo confocal microscopy. In addition to his
work on OK-101, of which he is a co-inventor and member of OKYO’s Scientific Advisory Board, Dr. Hamrah is also conducting studies
on developing new corneal nerve function tests and is a consultant to the company covering non-clinical studies of OK-101 to evaluate
its mechanism of action.
Dry
Eye Disease (DED)
In
January of 2024, OKYO reported positive top line data from the Phase 2b trial of OK-101 to treat DED patients. This OK-101 first-in-human
Phase 2b trial established a clear clinical path for potential further clinical development via a Phase 3 study design using FDA-recognized
endpoints. OK-101 demonstrated statistically significant benefit in a “sign” endpoint, namely “total conjunctival staining”
as measured by the Ora Calibra© Staining Scale as early as Day 29 (p = 0.034). OK-101 also improved at least two “symptom”
endpoints of DED, including “burning/stinging” as measured by the Ora Calibra© 4-symptom questionnaire, and
as measured by a visual analog scale as early as Day 15 (p = 0.04 and p=0.03, respectively), as well as “blurred vision”,
with statistically significant improvement in blurred vision occurring by Day 29 (p = 0.01).
Of
the 240 patients treated in the trial, treatment emergent adverse events (TEAEs) were observed to be similar to the placebo-treated group.
No severe drug related ocular TEAEs were seen. Possible drug-related TEAEs were observed in one patient in the OK-101 0.05% treatment
group and 3 patients in the placebo-treated group, again highlighting the favourable safety profile of OK-101.
OKYO
is planning to engage with the FDA on the next clinical plans for OK-101 to treat DED.
Financial
Highlights:
| |
● |
Total
assets of $2.8 million (31 March 2024: $1.5million) |
| |
|
|
| |
● |
Cash
on hand of $1.0 million (31 March 2024: $0.8 million); post period end the Company received additional cash of $1.8 million. |
| |
|
|
| |
● |
During
the financial period under review, the Company reported a total comprehensive loss of $3.1 million (compared to total comprehensive
loss of $8.5 million for the six months ending September 30 2023) |
About
OKYO
OKYO
Pharma Limited (NASDAQ: OKYO) is a clinical stage biopharmaceutical company developing innovative therapies for the treatment of NCP
and DED, with ordinary shares listed for trading on the NASDAQ Capital Market. OKYO is focused on the discovery and development of novel
molecules to treat NCP and inflammatory DED. In addition to the completed Phase 2 trial of OK-101 to treat DED patients, OKYO is also
currently evaluating OK-101 to treat NCP patients in a Phase 2 trial.
Enquiries:
| OKYO
Pharma Limited |
|
Gary
S. Jacob, Chief Executive Officer |
|
U.S.
917-497-7560 |
| |
|
|
|
|
| Business
Development & Investor Relations |
|
Paul
Spencer |
|
+44
(0)20 7495 2379 |
OKYO
Pharma Limited
Chairman’s
statement
Dear
Shareholders,
I
am pleased to report on the Group’s financial results for the six months ended 30 September 2024.
Results
to 30 September 2024
During
the six months ended 30 September 2024, the Group reported a total comprehensive loss of $3.1 million (30 September 2023: $8.5 million).
The
Group’s shareholders’ equity at 30 September 2024 stood at a deficit of $7.2 million (31 March 2024:
deficit of $5.9 million).
Cash
was $1.0m at the end of the period (31 March 2024: $0.8
million), post period end an additional $1.8M was received.
Operations
in Review
OK-101
Project
In
February 2024, the Group announced that, to our knowledge, we were the first biotechnology company ever to receive clearance from FDA
on an investigational new drug application (IND) to evaluate a drug to treat patients with neuropathic corneal pain (NCP) with the successful
FDA clearance of OK-101 to treat NCP.
In
July 2024, we announced our plan to advance OK-101 into a Phase 2a clinical trial of neuropathic corneal pain, and on 23 October 2024
we announced that we had begun the trial and dosed our first patient. To our knowledge, we are the first company to open a trial to treat
NCP patients specifically diagnosed with NCP. This one-year study is supported by pre-clinical animal model data and statistically
significant pain relief observed in OK-101’s first human trial recently conducted in DED patients.
The
Phase 2a study is designed as a double-masked, randomized, 12-week placebo-controlled trial in NCP patients. A total of 48 patients are
planned to enrol for the study, with NCP disease confirmed via confocal microscopy. OK-101, a novel, non-opioid therapeutic candidate,
is designed to target and alleviate the debilitating pain associated with corneal nerve damage, a condition for which there are currently
no FDA approved treatments. Neuropathic corneal pain, often resulting from conditions like dry eye disease, surgery, or infections, can
severely impact a patient’s quality of life, with current management options limited to pain relief strategies that offer only
partial or temporary respite.
The
OK-101 trial is designed as a single-center trial and is being led by Pedram Hamrah, MD, of Tufts Medical Center, as Principal Investigator.
Dr. Hamrah is Professor and Vice Chair of Research and Academic Programs, and Director of the Center for Translational Ocular Immunology
at Tufts Medical Center. He is one of the world’s foremost experts on NCP and treats patients with ocular pain from across the
United States and worldwide. His previous research has demonstrated safety and efficacy of various topical and systemic treatments for
ocular pain and has led to the development of new diagnostic markers for ocular pain by in vivo confocal microscopy.
The
Group anticipates completing enrolment of the 48-patient trial by the end of 2Q 2025 and releasing top-line data on the Phase 2 trial
in 4Q 2025. Results from this trial are anticipated to be a major binary event for the Group.
Regarding
the earlier trial of OK-101 to treat DED patients, the results from the Phase 2b, multi-center, double-masked, placebo-controlled trial
of topical ocular OK-101 to treat DED was announced at the beginning of 2024. This OK-101 first-in-human Phase 2b trial established a
clear clinical path for potential further clinical development via a Phase 3 study design using FDA-recognized endpoints. OK-101
demonstrated statistically significant benefit in a “sign” endpoint, namely “total conjunctival staining” as
measured by the Ora Calibra© Staining Scale as early as Day 29 (p = 0.034). OK-101 also improved at least two “symptom”
endpoints of DED, including “burning/stinging” as measured by the Ora Calibra© 4-symptom questionnaire, and
as measured by a visual analog scale as early as Day 15 (p = 0.04 and p=0.03, respectively), as well as “blurred vision”,
with statistically significant improvement in blurred vision occurring by Day 29 (p = 0.01).
OKYO
is planning to engage with the FDA on potential next steps with OK-101 to treat DED.
Summary
The
Group has made significant clinical progress during 2024 to advance the development of OK-101 to treat ocular conditions that focus on
the drug’s unique mechanism of action in targeting a key receptor found on immune cells and nerve cells responsible for ocular
inflammation and ocular pain. The first clinical step in advancing OK-101 development was the opening of a Phase 2b trial of OK-101 to
treat DED in mid-2023 and announcing release of top-line data at the beginning of 2024. Results from this first-in-human trial with OK-101
provided key information on the drug’s safety profile as well as establishing the key efficacy endpoints that would be needed for
further development of the drug for DED. In addition, efficacy data on ocular pain in DED patients provided an additional impetus, along
with preclinical data in an animal model of NCP to explore the potential of OK-101 to treat NCP, a major unmet medical need with no FDA
approved drug to treat this devastating ocular disease.
The
opening of the trial of OK-101 to treat NCP in October of 2024 is a major step forward for the Group that affords a key binary event
with the readout of top-line data anticipated sometime in the autumn of 2025. Should the data from this trial be positive, the outlook
for the drugs potential to treat NCP, a major unmet medical need, would be considerable, and the Group would be celebrating a major event
for itself and its shareholders.
Related
party transactions
Tiziana
Life Sciences Ltd is a related party as the entity is controlled by a person that has significant influence over the Group. The Company
shares premises and other resources with Tiziana Life Sciences Ltd and there is a shared services agreement in place between the Company
and Tiziana Life Sciences Ltd for the six months ended September 30, 2024. The Company incurred $57,685 worth of costs in relation to
this agreement and as at September 30, 2024, $364,875 was due to Tiziana Life Sciences Ltd in relation to this agreement.
In
August 2022, the Group secured a short-term credit facility from Tiziana Life Sciences Ltd for $2m in order to support short term liquidity.
The credit facility was available for a period of 6 months upon first draw-down and carries an interest rate of 16% per annum, with additional
default interest of 4% if the credit facility is not repaid after the 6-month period. As at 30 September, 2023 the full amount had been
drawn down against the loan and $293,367of interest had been accrued. The total balance due at 30 September 2023 for this loan was $2,366,757.
This debt was extinguished in October 2023 as Tiziana Life Sciences Ltd agreed to accept 2,100,000 ordinary shares in exchange for the
extinguishment of the loan plus accrued and additional interest. An additional 500,000 ordinary shares were issued in July 2024 as additional
consideration in respect of this loan.
Going
Concern
The
Directors have prepared cash flow projections that include the costs associated with the continued clinical trials and additional investment
to fund that operation. On the basis of those projections, the directors conclude that, without raising additional funding, the company
will not be able to meet its liabilities as they fall due within the next 12 months from the date when these financial statements are
issued. The cash burn rate until from the beginning of January 2025 to the end of December 2025 is projected at approximately $4m. Consequently,
in the opinion of the directors there is substantial doubt about the Group’s ability to continue as a going concern.
The
Directors are taking steps to put engagements and plans into place to ensure that sufficient funds will be forthcoming to progress the
clinical pipeline. These steps include deferred payments of existing liabilities, working capital cost reductions and raising additional
equity. The Directors are confident that the near term results of the OK-101 trial in NCP may provide various inflection points over
a relatively short period of time which may provide financing opportunities.
Until
and unless the Group and Company secures sufficient investment to fund their clinical pipeline, there is a material uncertainty that
may cast significant doubt on the Group and Company’s ability to continue as a going concern, and therefore, that it may be unable
to realize its assets and discharge its liabilities in the normal course of business. Despite this material uncertainty, the Directors
conclude that it is appropriate to continue to adopt the going concern basis of accounting as the Directors are confident, based on the
previous fund-raising history as well as additional measures being planned, that sufficient funds will be forthcoming and accordingly
they have prepared these financial statements on a going concern basis.
Statement
of Directors’ responsibilities
The
Directors are responsible for preparing the half-yearly financial report in accordance with applicable laws and regulations.
The
Directors confirm to the best of their knowledge:
| a) | The
interim consolidated financial statements, prepared in accordance with International Accounting
Standard 34 Interim Financial Reporting give a true and fair view of the assets, liabilities,
financial position and profit and loss of the Company and the undertakings included in the
consolidation taken as a whole; and |
| | |
| b) | The
Chairman’s statement includes a fair review of the development and performance of the
business and the position of the Company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal risks and uncertainties they
face. |
Gabriele
Cerrone
Executive
Chairman
January
29, 2025
OKYO
Pharma Limited
Consolidated
statement of comprehensive income
for
the six months ended 30 September 2024
| | |
Notes | |
Six
months ended
30 September 2024
(unaudited) | | |
Six
months ended 30
September 2023 (unaudited) | | |
Year
ended 31
March 2024 | |
| | |
| |
$ | | |
$ | | |
$ | |
| | |
| |
| | |
| | |
| |
| Operating
expenses | |
| |
| | | |
| | | |
| | |
| Research
and development | |
| |
| (2,215,873 | ) | |
| (4,599,650 | ) | |
| (8,243,571 | ) |
| Operating
expenses | |
| |
| (1,123,398 | ) | |
| (4,134,929 | ) | |
| (7,506,161 | ) |
| | |
| |
| | | |
| | | |
| | |
| Total operating
loss | |
4 | |
| (3,339,271 | ) | |
| (8,734,579 | ) | |
| (15,749,732 | ) |
| | |
| |
| | | |
| | | |
| | |
| Finance
expense | |
| |
| (758,384 | ) | |
| - | | |
| (1,053,313 | ) |
| | |
| |
| | | |
| | | |
| | |
| Loss for
the period before taxation | |
| |
| (4,097,655 | ) | |
| (8,734,579 | ) | |
| (16,803,045 | ) |
| | |
| |
| | | |
| | | |
| | |
| Taxation | |
| |
| 1,417,837 | | |
| (82,830 | ) | |
| (22,416 | ) |
| | |
| |
| | | |
| | | |
| | |
| Loss for
the period | |
| |
| (2,679,818 | ) | |
| (8,817,409 | ) | |
| (16,825,461 | ) |
| | |
| |
| | | |
| | | |
| | |
| Other comprehensive (loss) / income: | |
| |
| | | |
| | | |
| | |
| Items
that may be reclassified to profit or loss | |
| |
| | | |
| | | |
| | |
Exchange
differences on translating foreign operations | |
| |
| (480,486 ) | | |
| 341,568 | | |
| 141,095 | |
| | |
| |
| | | |
| | | |
| | |
| Total comprehensive
loss for the period attributable to the owners of the parent | |
| |
| (3,160,304 | ) | |
| (8,475,841 | ) | |
| (16,684,366 | ) |
| | |
| |
| | | |
| | | |
| | |
| Basic
and diluted loss per share | |
10 | |
| (0.08 | ) | |
| (0.27 | ) | |
| (0.57 | ) |
The
notes on pages 11 to 24 form an integral part of this financial information.
OKYO
Pharma Limited
Consolidated
statement of financial position
As
at 30 September 2024
| | |
Notes | |
At
30 September 2024
(unaudited) | | |
At 30
September 2023 (unaudited) | | |
At 31
March 2024 | |
| | |
| |
$ | | |
$ | | |
$ | |
| Non-Current Assets | |
| |
| | | |
| | | |
| | |
| Property,
plant and equipment | |
5 | |
| 2,158 | | |
| 5,140 | | |
| 3,350 | |
| | |
| |
| | | |
| | | |
| | |
| Total non-current assets | |
| |
| 2,158 | | |
| 5,140 | | |
| 3,350 | |
| | |
| |
| | | |
| | | |
| | |
| Current Assets | |
| |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
| |
| 987,199 | | |
| 1,617,474 | | |
| 826,848 | |
| Other receivables | |
6 | |
| 356,329 | | |
| 299,766 | | |
| 151,938 | |
| Current taxation receivable | |
| |
| 1,483,172 | | |
| 454,803 | | |
| 559,128 | |
| | |
| |
| | | |
| | | |
| | |
| Total current assets | |
| |
| 2,826,700 | | |
| 2,372,043 | | |
| 1,537,914 | |
| | |
| |
| | | |
| | | |
| | |
| Total assets | |
| |
| 2,828,858 | | |
| 2,377,183 | | |
| 1,541,264 | |
| | |
| |
| | | |
| | | |
| | |
| Equity | |
| |
| | | |
| | | |
| | |
| Share premium | |
11 | |
| 144,050,184 | | |
| 135,385,892 | | |
| 143,112,687 | |
| Share options reserve | |
8 | |
| 5,075,367 | | |
| 4,211,853 | | |
| 4,748,610 | |
| Warrants reserve | |
8 | |
| 93,748 | | |
| 89,956 | | |
| 93,748 | |
| Shares to be issued (Loan
Notes) - Equity | |
12 | |
| 115,000 | | |
| - | | |
| - | |
| Convertible loan note
reserve | |
12 | |
| 435,000 | | |
| - | | |
| - | |
| Foreign currency translation
reserve | |
| |
| (11,791,933 | ) | |
| (11,110,974 | ) | |
| (11,311,447 | ) |
| Retained deficit | |
11 | |
| (145,202,998 | ) | |
| (134,515,128 | ) | |
| (142,523,180 | ) |
| | |
| |
| | | |
| | | |
| | |
| Shareholders’ equity | |
| |
| (7,225,632 | ) | |
| (5,938,401 | ) | |
| (5,879,582 | ) |
| | |
| |
| | | |
| | | |
| | |
| Current Liabilities | |
| |
| | | |
| | | |
| | |
| Trade and other payables | |
7 | |
| 9,607,048 | | |
| 5,422,503 | | |
| 7,062,137 | |
| Related party payable | |
13 | |
| 445,634 | | |
| 518,546 | | |
| 358,709 | |
| Loan payable | |
12 | |
| 1,808 | | |
| - | | |
| - | |
| Loan payable to related
party | |
| |
| - | | |
| 2,374,535 | | |
| - | |
| | |
| |
| | | |
| | | |
| | |
| Total current liabilities | |
| |
| 10,054,490 | | |
| 8,315,584 | | |
| 7,420,846 | |
| | |
| |
| | | |
| | | |
| | |
| Total current and non-current
liabilities | |
| |
| 10,054,490 | | |
| 8,315,584 | | |
| 7,420,846 | |
| | |
| |
| | | |
| | | |
| | |
| Total equity and liabilities | |
| |
| 2,828,858 | | |
| 2,377,183 | | |
| 1,541,264 | |
The
notes on pages 11 to 24 form an integral part of this financial information.
OKYO
Pharma Limited
Consolidated
statement of changes in equity
for
the six months ending 30 September 2024 and 30 September 2023
(unaudited) | |
Notes | | |
Share
premium | | |
Share
options reserve | | |
Shares
to be issued | | |
Convertible
Loan Note Reserve | | |
Share
warrants reserve | | |
Foreign
currency
translation
reserves | | |
Retained
deficit | | |
Total
shareholders’ equity | |
| | |
| | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance
at 1 April 2024 | |
| | | |
| 143,112,687 | | |
| 4,748,610 | | |
| - | | |
| - | | |
| 93,748 | | |
| (11,311,447 | ) | |
| (142,523,180 | ) | |
| (5,879,582 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Loss
for the period | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,679,818 | ) | |
| (2,679,818 | ) |
| Exchange
differences on translating foreign operations | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (480,486 | ) | |
| - | | |
| (480,486 | ) |
| Total
comprehensive loss for the period | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (480,486 | ) | |
| (2,679,818 | ) | |
| (3,160,304 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Contributions
by and distributions to owners | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Options
charge | |
| 8 | | |
| - | | |
| 417,035 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 417,035 | |
| Options
Forfeiture | |
| 8 | | |
| - | | |
| (90,278 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (90,278 | ) |
| Shares
issued in lieu of interest | |
| | | |
| 750,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 750,000 | |
| Shares
issued in lieu of fees | |
| | | |
| 187,497 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 187,497 | |
| Proceeds
from issuance of Convertible Loan Note | |
| 12 | | |
| - | | |
| - | | |
| - | | |
| 550,000 | | |
| - | | |
| - | | |
| - | | |
| 550,000 | |
| Fees
on Convertible Loan Note Issuance | |
| 12 | | |
| | | |
| | | |
| 115,000 | | |
| (115,000 | ) | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance
at 30 September 2024 | |
| | | |
| 144,050,184 | | |
| 5,075,367 | | |
| 115,000 | | |
| 435,000 | | |
| 93,748 | | |
| (11,791,933 | ) | |
| (145,202,998 | ) | |
| (7,225,632 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance
at 1 April 2023 | |
| | | |
| 131,385,892 | | |
| 3,628,756 | | |
| - | | |
| - | | |
| 82,376 | | |
| (11,452,542 | ) | |
| (125,697,719 | ) | |
| (2,053,237 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Loss
for the period | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (8,817,408 | ) | |
| (8,817,408 | ) |
| Exchange
differences on translating foreign operations | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 341,568 | | |
| - | | |
| 341,568 | |
| Total
comprehensive loss for the period | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 341,568 | | |
| (8,817,408 | ) | |
| (8,475,840 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Contributions
by and distributions to owners | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Options
charge | |
| 8 | | |
| - | | |
| 583,097 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 583,097 | |
| Warrants
charge | |
| 8 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 7,580 | | |
| - | | |
| ,- | | |
| 7,580 | |
| Issue
of shares | |
| 11 | | |
| 4,000,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 4,000,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance
at 30 September 2023 | |
| | | |
| 135,385,892 | | |
| 4,211,853 | | |
| - | | |
| - | | |
| 89,956 | | |
| (11,110,974 | ) | |
| (134,515,127 | ) | |
| (5,938,400 | ) |
The
notes on pages 11 to 24 form an integral part of this financial information.
OKYO
Pharma Limited
Consolidated
statement of changes in equity
for
the year ended 31 March 2024
| | |
Notes | |
Share
premium | | |
Share
options reserve | | |
Share
warrants reserve | | |
Foreign
currency
translation
reserves | | |
Retained
deficit | | |
Total
shareholders’ equity | |
| | |
| |
$ | | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
| |
| Balance
at 1 April 2023 | |
| |
| 131,385,892 | | |
| 3,628,756 | | |
| 82,376 | | |
| (11,452,542 | ) | |
| (125,697,719 | ) | |
| (2,053,237 | ) |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total
comprehensive loss for the period | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Loss
for the period | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| (16,825,461 | ) | |
| (16,825,461 | ) |
| Exchange
differences on translating foreign operations | |
| |
| - | | |
| - | | |
| - | | |
| 141,095 | | |
| - | | |
| 141,095 | |
| Total
comprehensive loss for the period | |
| |
| - | | |
| - | | |
| - | | |
| 141,095 | | |
| (16,825,461 | ) | |
| (16,684,366 | ) |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Contributions
by and distributions to owners | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Issuance
of shares fundraising, net | |
| |
| 6,238,900 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 6,238,900 | |
| Fundraise
Expenses | |
| |
| (30,392 | ) | |
| | | |
| | | |
| | | |
| | | |
| (30,392 | ) |
| Expenses
settled in shares | |
| |
| 2,368,287 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,368,287 | |
| Loan
Conversion from Tiziana | |
| |
| 3,150,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 3,150,000 | |
| Options
charge | |
8 | |
| - | | |
| 1,121,273 | | |
| - | | |
| - | | |
| - | | |
| 1,121,273 | |
| Options
forfeiture | |
8 | |
| - | | |
| (1,419 | ) | |
| - | | |
| - | | |
| - | | |
| (1,419 | ) |
| Warrant’s
charge | |
8 | |
| - | | |
| - | | |
| 11,372 | | |
| - | | |
| - | | |
| 11,372 | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance
at 31 March 2024 | |
| |
| 143,112,687 | | |
| 4,748,610 | | |
| 93,748 | | |
| (11,311,447 | ) | |
| (142,523,180 | ) | |
| (5,879,582 | ) |
The
notes on pages 11 to 24 form an integral part of this financial information.
OKYO
Pharma Limited
Consolidated
statement of cash flows
for
the six months ended 30 September 2024
| | |
Notes | |
Six
months ended 30 September 2024 (unaudited) | | |
Six
months ended 30 September 2023 (unaudited) | | |
Year
ended 31 March 2024 | |
| | |
| |
$ | | |
$ | | |
$ | |
| Cash flows from operating
activities | |
| |
| | | |
| | | |
| | |
| | |
| |
| | | |
| | | |
| | |
| Loss for the
period before taxation | |
| |
| (4,097,655 | ) | |
| (8,734,579 | ) | |
| (16,803,045 | ) |
| Adjusted
for non-cash and non-operating items: | |
| |
| | | |
| | | |
| | |
| Share options charge | |
8 | |
| 417,035 | | |
| 583,097 | | |
| 1,121,273 | |
| Forfeiture of options | |
| |
| (90,279 | ) | |
| - | | |
| (1,419 | ) |
| Warrants charge | |
8 | |
| - | | |
| 7,581 | | |
| 11,372 | |
| Depreciation of property,
plant and equipment | |
5 | |
| 1,192 | | |
| 2,076 | | |
| 3,866 | |
| Expenses settled in shares | |
| |
| 187,497 | | |
| - | | |
| 3,452,769 | |
| Shares issued in lieu
of interest | |
| |
| 750,000 | | |
| - | | |
| - | |
| (Gain)/ Loss on foreign
exchange | |
| |
| (395,490 | ) | |
| (106,226 | ) | |
| 55,183 | |
| Net (decrease)/increase
in related party payables | |
| |
| 86,925 | | |
| (101,224 | ) | |
| (570,075 | ) |
| Net decrease/ (increase)
in other receivables | |
6 | |
| (204,391 | ) | |
| 396,755 | | |
| 440,257 | |
| Net
increase in trade and other payables | |
7 | |
| 2,544,910 | | |
| 1,159,649 | | |
| 2,799,282 | |
| | |
| |
| | | |
| | | |
| | |
| Cash used in operating activities | |
| |
| (800,256 | ) | |
| (6,792,871 | ) | |
| (9,490,537 | ) |
| | |
| |
| | | |
| | | |
| | |
| Cash
inflow from taxation | |
| |
| 558,921 | | |
| - | | |
| - | |
| | |
| |
| | | |
| | | |
| | |
| Net cash used in Operating
Activities | |
| |
| (241,335 | ) | |
| (6,792,871 | ) | |
| (9,490,537 | ) |
| | |
| |
| | | |
| | | |
| | |
| Cash flows from financing
activities | |
| |
| | | |
| | | |
| | |
| Proceeds from Fundraising | |
| |
| - | | |
| - | | |
| 6,238,900 | |
| Fundraising Expenses | |
| |
| - | | |
| - | | |
| (30,392 | ) |
| Proceeds from Issuance
of Ordinary Shares | |
| |
| - | | |
| 4,000,000 | | |
| - | |
| Proceeds from issuance
of Convertible Loan Note | |
12 | |
| 550,000 | | |
| - | | |
| - | |
| Interest
on Convertible Loan Note | |
12 | |
| 1,808 | | |
| - | | |
| - | |
| | |
| |
| | | |
| | | |
| | |
| Cash generated from financing
activities | |
| |
| 551,808 | | |
| 4,000,000 | | |
| 6,208,508 | |
| | |
| |
| | | |
| | | |
| | |
| Increase/(decrease) in cash
and cash equivalents | |
| |
| 310,473 | | |
| (2,792,871 | ) | |
| (3,282,029 | ) |
| Cash and cash equivalents
at beginning of period | |
| |
| 826,848 | | |
| 4,045,381 | | |
| 4,045,381 | |
| Exchange
difference on cash and cash equivalents | |
| |
| (150,122 | ) | |
| 364,964 | | |
| 63,496 | |
| | |
| |
| | | |
| | | |
| | |
| Cash
and cash equivalents at end of period | |
| |
| 987,199 | | |
| 1,617,474 | | |
| 826,848 | |
The
notes on pages 11 to 24 form an integral part of this financial information.
OKYO
Pharma Limited
Notes
to financial statements
for
the six months ended 30 September 2024
1.
Reporting Entity
OKYO
Pharma Limited (the “Company” or “OKYO”) is a company domiciled in Guernsey and listed on the main market on
the NASDAQ Capital Market (NASDAQ: OKYO). The Company was previously also listed with a standard listing on the main market of the London
Stock Exchange (LSE: OKYO) until May 22nd, 2023.
The
Company is developing next-generation therapeutics to improve the lives of patients with inflammatory eye diseases and chronic pain.
Our goal is to develop first in class drug candidates that prevent the disease instead of controlling it, and we achieve this through
our collaboration with pioneer scientists in the field.
The
ultimate parent of the group is Planwise Group Limited, incorporated in the British Virgin Islands.
2.
ACCOUNTING POLICIES
The
principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies
have been applied consistently to all the periods presented unless otherwise stated.
Basis
of preparation
These
interim consolidated financial statements of the Group for the six months ended 30 September 2023 have been prepared in accordance with
IAS 34 ‘Interim Financial Reporting’. They do not include all of the information or disclosures that would otherwise be required
in a complete set of financial statements prepared in accordance with International Financial Reporting Standards (IFRS) as issued by
the International Accounting Standards Board (IASB) and should be read in conjunction with the consolidated financial statements and
annual report for the year ended 31 March 2024. The comparative financial information for the six months ended 30 September 2024 included
within these financial statements does not constitute the full statutory Annual Report and Financial Statements for that period.
The
Group has applied the same accounting policies and methods of computation in its interim consolidated financial
statements
as in its Annual Report and Financial Statements for the year ended 31 March 2024, as set out in Note 2 of that report.
Basis
of measurement
Functional
and Presentation Currency
The
interim consolidated financial statements of the Group are presented in US Dollars ($), whilst Pound Sterling is the Parent Company’s
functional currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless stated otherwise.
Going
Concern
The
Directors have prepared cash flow projections that include the costs associated with the continued clinical trials and additional investment
to fund that operation. On the basis of those projections, the directors conclude that, without raising additional funding, the company
will not be able to meet its liabilities as they fall due within the next 12 months from the date when these financial statements are
issued. The cash burn rate until from the beginning of January 2025 to the end of December 2025 is projected at approximately $4m. Consequently,
in the opinion of the directors there is substantial doubt about the Group’s ability to continue as a going concern.
The
Directors are taking steps to put engagements and plans into place to ensure that sufficient funds will be forthcoming to progress the
clinical pipeline. These steps include deferred payments of existing liabilities, working capital cost reductions and raising additional
equity. The Directors are confident that the near term results of the OK-101 trial in NCP may provide various inflection points over
a relatively short period of time which can provide financing opportunities.
Until
and unless the Group and Company secures sufficient investment to fund their clinical pipeline, there is a material uncertainty that
may cast significant doubt on the Group and Company’s ability to continue as a going concern, and therefore, that it may be unable
to realize its assets and discharge its liabilities in the normal course of business. Despite this material uncertainty, the Directors
conclude that it is appropriate to continue to adopt the going concern basis of accounting as the Directors are confident, based on the
previous fund-raising history as well as additional measures being planned, that sufficient funds will be forthcoming and accordingly
they have prepared these financial statements on a going concern basis.
New
and Revised Standards
Standards
in effect in 2024
There
are no new IFRS standards, amendments to standards or interpretations that are mandatory for the six months beginning on April 1, 2024,
that are relevant to the Group or that have had any material impact in the six months to September 30, 2024. New standards, amendments
to standards and interpretations that are not yet effective, have been deemed by the Group as currently not relevant, and not likely
to have a material impact on the Group, and hence are not listed here.
Basis
of consolidation
Subsidiary
undertakings are all entities over which the Group exercises control. The Group has control when it can demonstrate all of the following:
(a) power over the investee; (b) exposure, or rights, to variable returns from its involvement with the investee; and (c) the ability
to use its power over the investee to affect the amount of the investor’s return.
The
existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered
when assessing whether control of an entity is exercised. Subsidiaries are consolidated from the date at which the Group obtains control
and are de-consolidated from the date at which control ceases.
Inter-company
transactions, balances and unrealised gains on transactions between group companies are eliminated upon consolidation. Unrealised losses
are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted
by the Group.
Segment
reporting
Operating
segments are reported in a manner consistent with the internal reporting provided to the Board. The Board allocates resources to and
assess the performance of the segments. The Board considers there to be only one operating segment being the research and development
of biotechnological and pharmaceutical products.
Taxation
The
tax credit for the year represents the total of current taxation and deferred taxation. The credit in respect of current taxation is
based on the estimated taxable loss for the year. Taxable profit or loss for the year is based on the profit or loss as shown in the
statement of comprehensive income, as adjusted for items of income or expenditure which are not deductible or chargeable for tax purposes.
The current tax asset for the year is calculated using tax rates which have either been enacted or substantively enacted at the balance
sheet date.
Deferred
tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated financial statements. Deferred tax is determined using tax rates (and laws) that have
been enacted or substantially enacted by the balance sheet date and expected to apply when the related deferred tax is realised, or the
deferred liability is settled. Deferred tax assets are recognised to the extent that it is probable that the future taxable profit will
be available against which the temporary differences can be utilised.
In
the current year, Research and Development tax credits have been provided for when the return has been submitted. This policy is as a
result of the UK tax authority’s new regime of reviewing nearly every tax claim it receives. In the year ended March 31, 2023,
Research and Development tax credits were provided for in the year that the costs were incurred. These were estimated based on eligible
research and development expenditure. Any difference compared to the amount rebated is recognized when the cash is received from the
UK tax authorities.
Foreign
currency translation
Foreign
currency transactions are translated using the rate of exchange applicable at the date of the transaction. Foreign exchange gains and
losses resulting from the settlement of such transactions and from the re-translation at the period-end of monetary assets and liabilities
denominated in foreign currencies are recognised in the statement of comprehensive income.
On
consolidation, the assets and liabilities of foreign subsidiaries are translated into US Dollars at the rate of exchange prevailing at
the reporting date and their statements of comprehensive income are translated at exchange rates prevailing at the dates of the transactions.
The exchange differences arising on translation for consolidation are recognised in other comprehensive income. On disposal of a foreign
subsidiary, the component of other comprehensive income relating to that particular foreign subsidiary is recognised in profit or loss.
License
fees
Payments
related to the acquisition of rights to a product or technology are capitalised as intangible assets if it is probable that future economic
benefits from the asset will flow to the Group and the cost of the asset can be reliably measured.
Payments
made which provide the right to perform research are carefully evaluated to determine whether such payments are to fund research or acquire
an asset. Licence fees expenses are recognised as incurred.
Research
and development
All
on-going research and development expenditure is currently expensed in the period in which it is incurred. Due to the regulatory environment
inherent in the development of the Group’s products, the criteria for development costs to be recognised as an asset, as set out
in IAS 38 ‘Intangible Assets’, are not met until a product has been granted regulatory approval and it is probable that future
economic benefit will flow to the Group. The Group currently has no qualifying expenditure.
Financial
instruments
The
Group classifies a financial instrument, or its component parts, as a financial liability, a financial asset or an equity instrument
in accordance with the substance of the contractual arrangement and the definitions of a financial liability, a financial asset and
an equity instrument.
The
Group evaluates the terms of the financial instrument to determine whether it contains an asset, a liability or an equity component.
Such components shall be classified separately as financial assets, financial liabilities or equity instruments.
A
financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
| (a) | Financial
assets, initial recognition and measurement and subsequent measurement |
At
initial recognition financial assets are measured at their fair value. Subsequent measurement depends on their classification.
Financial assets such as receivables, cash and cash equivalents and deposits are subsequently measured at amortised cost using the
effective interest method, less loss allowance.
The
Group does not hold any financial assets at fair value through profit or loss or fair value through other comprehensive
income.
| (b) | Financial
liabilities, initial recognition and measurement and subsequent measurement |
At
initial recognition, financial liabilities are measured at their fair value minus, if appropriate, any transaction costs that are
directly attributable to the issue of the financial liability. All financial liabilities are subsequently measured at amortised cost
using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any
gain or loss on derecognition is also recognised in profit or loss.
The
Group’s financial liabilities include trade and other payables.
Cash
and cash equivalents
Cash
and cash equivalents comprise cash on hand and deposits held at call with banks.
Impairment
Impairment
of financial assets measured at amortised cost
At
each reporting date the Group recognises a loss allowance for expected credit losses on financial assets measured at amortised cost.
In
establishing the appropriate amount of loss allowance to be recognised, the Group applies either the general approach or the simplified
approach, depending on the nature of the underlying group of financial assets.
General
approach
The
general approach is applied to the impairment assessment of refundable lease deposits and other refundable lease contributions, restricted
cash and cash and cash equivalents.
Under
the general approach the Group recognises a loss allowance for a financial asset at an amount equal to the 12-month expected credit losses,
unless the credit risk on the financial asset has increased significantly since initial recognition, in which case a loss allowance is
recognised at an amount equal to the lifetime expected credit losses.
Simplified
approach
The
simplified approach is applied to the impairment assessment of trade and other receivables.
Under
the simplified approach the Group always recognises a loss allowance for a financial asset at an amount equal to the lifetime expected
credit losses.
Impairment
of non financial assets
| |
i) |
Non-financial
assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. |
| |
|
|
| |
ii) |
Non-financial
assets are impaired when its carrying amount exceed its recoverable amount. The recoverable amount is measured as the higher of fair
value less cost of disposal and value in use. The value in use is calculated as being net projected cash flows based on financial
forecasts discounted back to present value. |
Share
capital
Ordinary
shares of the Company are classified as equity.
Property,
plant and equipment
(i)
Recognition and measurement
Items
of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include
expenditures that are directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality
of the related equipment is capitalised as part of that equipment.
When
parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components)
of property, plant and equipment.
Gains
and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying
amount of property, plant and equipment, and are recognised in profit or loss.
(ii)
Depreciation
Depreciation
is calculated on the depreciable amount, which is the cost of an asset, less its residual value.
Depreciation
is recognised in profit or loss on a straight-line basis over the estimated useful life of each part of an item of property, plant and
equipment.
The
estimated useful lives for the current period and the comparative period are as follows.
| Fixtures and fittings
|
5 years |
| |
|
| IT and equipment
|
3 years |
Depreciation
methods, useful lives and residual values are reviewed at each reporting date. Depreciation is allocated to the operating expenses line
of the statement of comprehensive income.
Leases
All
leases are accounted for by recognising a right-of-use asset and a lease liability except for:
| |
● |
Leases
of low value assets; and |
| |
● |
Leases
with a duration of 12 months or less. |
The
Group has leases for its offices. Each lease that is not exempt as per the criteria above, is reflected on the balance sheet as a right-of-use
asset and a lease liability. The Group does not have any short-term leases or leases of low value assets. Variable lease payments which
do not depend on an index or a rate (such as lease payments based on a percentage of Group sales) are excluded from the initial measurement
of the lease liability and asset. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment.
At
lease commencement date, the Group recognises a right-of-use asset and a lease liability in its consolidated statement of financial position.
The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs
incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made
in advance of the lease commencement date (net of any incentives received).
The
Group depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful
life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such
indicators exist.
At
the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted
using the Group’s incremental borrowing rate because as the lease contracts are negotiated with third parties it is not possible
to determine the interest rate that is implicit in the lease. The incremental borrowing rate is the estimated rate that the Group would
have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rate
is adjusted should the lessee entity have a different risk profile to that of the Group.
Lease
payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments
based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably
certain to be exercised.
Subsequent
to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance
costs. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.
Short
term leases exempt from IFRS 16 are classified as operating leases. Payments made under operating leases are recognised in profit and
loss on a straight-line basis over the term of the lease.
Share
based payments
The
calculation of the fair value of equity-settled share based awards and the resulting charge to the statement of comprehensive income
requires assumptions to be made regarding future events and market conditions. These assumptions include the future volatility of the
Company’s share price. These assumptions are then applied to a recognised valuation model in order to calculate the fair value
of the awards.
Where
employees, Directors or advisers are rewarded using share based payments, the fair value of the employees’, Directors’
or advisers’ services are determined by reference to the fair value of the share options/warrants awarded. Their value is
appraised at the date of grant and excludes the impact of any nonmarket vesting conditions (for example, profitability and sales
growth targets).
In
accordance with IFRS 2, a charge is made to the statement of comprehensive income for all share-based payments including share options
based upon the fair value of the instrument used and warrants issued in return for services. A corresponding credit is made to a share
based payment reserve – options, in the case of options awarded to employees, Directors, advisers and other consultants. A corresponding
credit is made to a share based payment reserve – warrants, in the case of warrants issued in return for services.
Warrants
Warrants
are issued by the Group in return for services and as part of a financing transaction.
Warrants
issued as part of a financing transaction.
Warrants
issued as part of a financing transaction fall outside the scope of IFRS 2. These are classified as equity instruments because a fixed
amount of cash is exchanged for a fixed amount of equity. The relative fair value is recognised within equity and is not remeasured.
Classification
of these instruments is governed by the so-called ‘fixed’ test for non-derivatives, and the ‘fixed for fixed’
test for derivatives. Under the fixed test, a non-derivative contract will qualify for equity classification only where there is no contractual
obligation for the issuer to deliver a variable number of its own equity instruments. Under the fixed for fixed test, a derivative will
qualify for equity classification only where it will be settled by the issuer exchanging a fixed amount of cash or another financial
asset for a fixed number of its own equity instruments. Any increase in the fixed amount related to the passage of time is deemed not
to have an impact on the classification. Upon exercise of the instrument and the issue of share capital, the amount is reclassified from
the warrant reserve to share capital and share premium.
Warrants
issued by the Company as part of a financing transaction, are classified as equity instruments because a fixed amount of cash is exchanged
for a fixed amount of equity of the Company. No other features exist that would result in financial liability classification.
Convertible
loan notes
The
Group issues Convertible loan notes which can be classified as equity or a liability depending on whether the fixed for fixed condition
is met or not.
Where
the fixed for fixed condition is met
The
Group classifies convertible loan notes that meet the fixed for fixed condition as equity instruments and records the principal of the
loan note as equity in a Convertible loan note reserve. Upon redemption of the instrument and the issue of share capital, the amounts
are reclassified from the convertible loan note reserve and liability to share capital and share premium.
Where
the above conditions are not met
The
accrued interest on the principal amount is recorded in the income statement and as an increase in the debt liability. Upon redemption
of the instrument and the issue of share capital, the amount is reclassified from the debt liability to share capital and share premium.
Fair
Value Measurement
Management
have assessed the categorisation of the fair value measurements using the IFRS 13 fair value hierarchy. Categorisation within the hierarchy
has been determined on the basis of the lowest level of input that is significant to the fair value measurement of the relevant asset
as follows;
| |
● |
Level
1 - valued using quoted prices in active markets for identical assets; |
| |
|
|
| |
● |
Level
2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1; |
| |
|
|
| |
● |
Level
3 - valued by reference to valuation techniques using inputs that are not based on observable market data. |
3.
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The
preparation of financial information in accordance with generally accepted accounting practice, in the case of the Group being International
Financial Reporting Standards as issued by the IASB, requires the directors to make estimates and judgements that affect the reported
amount of assets, liabilities, income and expenditure and the disclosures made in the financial statements. Such estimates and judgements
must be continually evaluated based on historical experience and other factors, including expectations of future events.
The
following are considered to be key sources of estimation uncertainty:
Share-based
payments
The
Group accounts for share-based payment transactions for employees in accordance with IFRS 2 Share-based Payment, which requires the measurement
of the cost of employee services received in exchange for the options on our ordinary shares, based on the fair value of the award on
the grant date.
The
Directors selected the Black-Scholes-Merton option pricing model as the most appropriate method for determining the estimated fair value
of our share-based awards without market conditions. For performance-based options that include vesting conditions relating to the market
performance of our ordinary shares, a Monte Carlo pricing model was used in order to reflect the valuation impact of price hurdles that
have to be met as conditions to vesting.
The
Group makes estimates as to the useful life of an option or warrant award, the expected price volatility of the underlying share, risk
free interest rate for the term of the award and correlations and volatilities of the shares of peer group companies. The Group also
makes estimates as to the vesting period for awards that have performance based criteria.
The
resulting cost of an equity incentive award is recognised as expense over the requisite service period of the award, which is usually
the vesting period. Compensation expense is recognised over the vesting period using the straight-line method.
The
assumptions used for estimating fair value for share-based payment transactions are disclosed in note 8 to our consolidated interim financial
statements.
4.
OPERATING LOSS
Operating
loss is stated after charging:
| Group | |
Period
ended
30 September 2024
(unaudited) | | |
Period
ended 30
September 2023 (unaudited) | | |
Year
ended 31
March 2024 | |
| | |
$ | | |
$ | | |
$ | |
| Director fees
including bonus (excluding Chairman’s bonus) | |
| 332,602 | | |
| 371,536 | | |
| 1,100,192 | |
| Chairman’s bonus
(see below) | |
| - | | |
| - | | |
| 934,007 | |
| Audit fees payable to
PKF Littlejohn LLP | |
| 64,066 | | |
| 62,955 | | |
| 150,841 | |
| Audit-related assurance
services payable to Mazars LLP | |
| 15,243 | | |
| 32,028 | | |
| 7,354 | |
| Legal and Professional
fees | |
| 421,498 | | |
| 779,791 | | |
| 1,377,774 | |
| Depreciation | |
| 1,274 | | |
| 2,076 | | |
| 3,866 | |
| Foreign
exchange loss/(gain) | |
| 330,413 | | |
| 27,150 | | |
| 55,183 | |
The
chairman’s bonus awarded for $934k in the year ended March 31, 2024 comprised of $614k awarded in recognition of his renegotiation
with Tuft and dealing with the Office of Research Administration (ORA) regarding payment terms and $320k awarded in recognition of his
efforts in arranging the global private placing in September 2023. Both bonuses were settled via the issuance of shares.
5.
PROPERTY, PLANT AND EQUIPMENT
Details
of the Group’s property, plant and equipment are as follows:
| Group
(Unaudited) | |
IT
equipment | |
| | |
$ | |
| Cost | |
| | |
| At
1 April 2024 | |
| 10,467 | |
| At 30 September 2024 | |
| 10,467 | |
| | |
| | |
| Depreciation | |
| | |
| At 1 April 2024 | |
| 7,117 | |
| Charge
in period | |
| 1,192 | |
| At 30 September 2024 | |
| 8,309 | |
Net
book value as at 30 September 2024 | |
| 2,158 | |
| | |
| | |
| Cost | |
| | |
| At
1 April 2023 | |
| 15,315 | |
| At 30 September 2023 | |
| 15,315 | |
| | |
| | |
| Depreciation | |
| | |
| At 1 April 2023 | |
| 8,099 | |
| Charge
in period | |
| 2,076 | |
| At 30 September 2023 | |
| 10,175 | |
Net
book value as at 30 September 2023 | |
| 5,140 | |
| Group | |
IT
equipment | |
| | |
$ | |
| Cost | |
| | |
| At 1 April
2023 | |
| 15,315 | |
| Additions | |
| - | |
| Disposals | |
| (5,037 | ) |
| FX
adjustments | |
| 189 | |
| At 31 March 2024 | |
| 10,467 | |
| | |
| | |
| Depreciation | |
| | |
| At 1 April 2023 | |
| 8,099 | |
| Charge in year | |
| 3,866 | |
| Write off Disposals | |
| (5,037 | ) |
| FX
adjustments | |
| 189 | |
| At 31 March 2024 | |
| 7,117 | |
Net
book value as at 31 March 2024 | |
| 3,350 | |
6.
OTHER RECEIVABLES
| | |
30
September | | |
30
September | | |
31
March | |
| Group | |
2024 | | |
2023 | | |
2024 | |
| | |
$ | | |
$ | | |
$ | |
| | |
(unaudited) | | |
(unaudited) | | |
| |
| | |
| | |
| | |
| |
| Security
deposit | |
| 4,500 | | |
| 4,500 | | |
| 4,500 | |
| Other receivables | |
| - | | |
| - | | |
| 1,085 | |
| VAT receivable | |
| 32,392 | | |
| 41,718 | | |
| 16,227 | |
| Prepayments | |
| 319,437 | | |
| 253,548 | | |
| 130,126 | |
| Taxation
receivable | |
| 1,483,172 | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | |
| | |
| 1,839,501 | | |
| 299,766 | | |
| 151,938 | |
There
are no differences between the carrying amount and fair value of any of the other receivables above.
The
Tax Receivable is based on the tax credit due as submitted on the return for the year ending March 31, 2023. These funds were received
in January 2025.
7.
TRADE AND OTHER PAYABLES
| | |
30
September | | |
30
September | | |
31
March | |
| Group | |
2024 | | |
2023 | | |
2024 | |
| | |
$ | | |
$ | | |
$ | |
| | |
(unaudited) | | |
(unaudited) | | |
| |
| Trade payables
and Other Payables | |
| 9,160,811 | | |
| 7,635,432 | | |
| 6,590,671 | |
| Accruals | |
| 134,131 | | |
| 189,756 | | |
| 504,657 | |
| Bonus
accrual | |
| 759,548 | | |
| 490,396 | | |
| 325,518 | |
| | |
| | | |
| | | |
| | |
| | |
| 10,054,490 | | |
| 8,315,584 | | |
| 7,420,846 | |
8.
SHARE OPTIONS AND WARRANTS
Options
The
Parent Company operates share-based payment arrangements to remunerate directors and key employees in the form of a share option scheme.
It also issues options in lieu of fees to key suppliers and collaborators. The exercise price of the option is normally equal to the
market price of an ordinary share in the Parent Company at the date of grant.
In
May 2023, the company delisted from the Main Market of the London Stock Exchange and carried out a share consolidation of 65 to 1. The
effect of the share consolidation has been reflected below for all periods in the calculation of the number of options issued and the
weighted average exercise price.
| | |
30
September 2024 (unaudited) | | |
30
September 2023 (unaudited) | | |
31
March 2024 | |
| | |
Options | | |
Weighted
Average exercise price (dollars) | | |
Options | | |
Weighted
Average exercise price (dollars) | | |
Options | | |
Weighted
Average exercise price (dollars) | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Outstanding
at 1 April | |
| 2,421,650 | | |
| 3.34 | | |
| 1,696,451 | | |
| 5.01 | | |
| 1,696,451 | | |
| 3.85 | |
| Granted | |
| - | | |
| - | | |
| 260,000 | | |
| 1.92 | | |
| 727,500 | | |
| 1.53 | |
| Forfeited | |
| (325,000 | ) | |
| (1.57 | ) | |
| - | | |
| - | | |
| (2,301 | ) | |
| 2.13 | |
| Exercised | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Outstanding
at period end | |
| 2,096,650 | | |
| 3.61 | | |
| 1,956,451 | | |
| 4.44 | | |
| 2,421,650 | | |
| 3.34 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Exercisable
at period end | |
| 953,225 | | |
| 4.36 | | |
| 1,850,211 | | |
| 5.46 | | |
| 894,956 | | |
| 4.34 | |
No
options were exercised during the six months ended 30 September 2024 and 30 September 2023. No options were exercised during the year
ended 31 March 2024.
The
total outstanding fair value charge of the share option instruments is deemed to be approximately $ 586,027 (31 March 2024: $1,146,835).
A share-based payment charge for the six-month period ended 30 September 2024 of $417,034 (30 September 2023: $566,415, 31 March 2024:
$1,119,854) has been expensed in the statement of comprehensive income. The share-based payment charge for the six months ended 30 September
2024 excludes a forfeiture of $90,278. The share-based payment charge for the year ended 31 March 2024 excludes a forfeiture of $1,419.
There were no forfeitures in the six months to 30 September 2023.
The
weighted average contractual life of options outstanding at 30 September 2024 is 5.7 years (31 March 2024: 7.6 years).
Share
options outstanding at 30 September 2024 have the following expiry dates and exercise prices:
| Grant Date | |
Expiry
Date | |
Exercise
Price $ | |
Share
Options as at 30 Sept 2024 (‘000) | |
| 6 July 2018 | |
6 July 2025 | |
3.83 | |
| 30,769 | |
| 20 August 2020 | |
19 August 2028 | |
13.2 | |
| 11,538 | |
| 6 January 2021 | |
5 January 2031 | |
4.26 | |
| 615,384 | |
| 12 January 2021 | |
11 January 2031 | |
6.73 | |
| 23,076 | |
| 15 April 2021 | |
14 April 2031 | |
6.71 | |
| 76,923 | |
| 31 August 2021 | |
30 August 2031 | |
4.17 | |
| 221,538 | |
| 31 January 2022 | |
30 January 2032 | |
6.81 | |
| 134,613 | |
| 1 August 2022 | |
31 July 2027 | |
4.27 | |
| 10,000 | |
| 20 September 2022 | |
19 September 2027 | |
4.60 | |
| 28,000 | |
| 22 November 2022 | |
21 November 2027 | |
5.32 | |
| 76,923 | |
| 14 March 2023 | |
14 March 2033 | |
2.13 | |
| 465,386 | |
| 20 Oct 2023 | |
20 Oct 2033 | |
1.57 | |
| 85,000 | |
| 24 Nov 2023 | |
24 Nov 2033 | |
1.65 | |
| 40,000 | |
| 01 March 2024 | |
01 March 2034 | |
1.33 | |
| 20,000 | |
| 13 March 2024 | |
13
March 2034 | |
1.46 | |
| 257,500 | |
| Total | |
| |
| |
| 2,096,650 | |
Fair
value of options granted
The
Directors have used the Black-Scholes option pricing model to estimate the fair value of most of the options applying the assumptions
below.
Historical
volatility relies in part on the historical volatility of a group of peer companies that management believes is generally comparable
to the Company.
The
Company has not paid any dividends on share capital since its inception and does not anticipate paying dividends on its share capital
in the foreseeable future.
The
Company has estimated a forfeiture rate of zero.
No
options were granted during the six months ended 30 September 2024. The model inputs for options granted during the six months ended
30 September 2023 valued under the Black Scholes Valuation model included:
| | |
27
July 2023 | |
| | |
| |
| Grant date share price | |
$ | 1.53 | |
| Exercise share price | |
$ | 1.53 | |
| Vesting periods | |
| 4
years | |
| | |
| | |
| Risk
free rate | |
| 3.91 | % |
| Expected volatility | |
| 68.82 | % |
| Expected option life | |
| 4
years | |
Warrants
On
May 22, 2023, the Company delisted from the standard segment of the Main Market of the London Stock Exchange and had a sole listing on
the NASDAQ capital market. In conjunction with the delisting, there was a share consolidation of 65 to 1. The effect of the share consolidation
has been reflected below for all periods.
As
part of the acquisition of the OK-101 project, the underlying scientific founders of the OK-101 Project (Inukshuk Holdings), who will
continue to be involved in the development of the Project, received 563,986 warrants as consideration. The warrants are exercisable at
a price of 292.5 pence each and are split into four distinct tranches and each tranche becomes exercisable upon satisfaction of a specific
developmental milestone. The warrants are currently exercisable until 12 July 2026.
| | |
30
September 2024 (unaudited) | | |
30
September 2023 (unaudited) | | |
31
March 2024 | |
| | |
Warrants | | |
Weighted
Average exercise price (cents) | | |
Warrants | | |
Weighted
Average exercise price (cents) | | |
Warrants | | |
Weighted
Average exercise price (cents) | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Outstanding
at 1 April | |
| 563,986 | | |
| 397 | | |
| 563,986 | | |
| 397 | | |
| 563,986 | | |
| 397 | |
| Granted | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Forfeited | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Exercised | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Outstanding
at period end | |
| 563,986 | | |
| 397 | | |
| 563,986 | | |
| 397 | | |
| 563,986 | | |
| 397 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Exercisable
at period end | |
| 307,692 | | |
| 221 | | |
| 307,692 | | |
| 221 | | |
| 307,692 | | |
| 221 | |
No
warrants were granted during the six months ended 30 September 2024. A warrants share based payment charge for the six-month period ended
30 September 2024 of nil (30 September 2023: $7,358, 30 March 2024: nil) has been expensed in the statement of comprehensive income.
The remaining fair value of the warrant instruments is deemed to be nil (March 2024: nil).
9.
LEASES
The
Group is a lessee and does not have any leases as a lessor.
All
leases are accounted for by recognising a right-of-use asset and a lease liability except for:
●
Leases of low value assets; and
●
Leases with a duration of 12 months or less.
The
Group has leases for its offices. Each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Group
does not have leases of low value assets. Variable lease payments which do not depend on an index or a rate (such as lease payments based
on a percentage of Group sales) are excluded from the initial measurement of the lease liability and asset. The Group classifies its
right-of-use assets in a consistent manner to its property, plant and equipment.
For
leases over office buildings and factory premises the Group must keep those properties in a good state of repair and return the properties
in their original condition at the end of the lease.
Operating
Leases
At
September 30, 2024, the company had annual commitments under non-cancellable operating leases:
| Operating
leases which expire: | |
30
September 2024 (unaudited) | | |
30
September 2023 (unaudited) | | |
31 March
2024 | |
| | |
$ | | |
$ | | |
$ | |
| Within
one year | |
| 6,660 | | |
| 6,440 | | |
| 6,660 | |
| | |
| | | |
| | | |
| | |
| | |
| 6.660 | | |
| 6,239 | | |
| 6,660 | |
10.
BASIC AND DILUTED LOSS PER SHARE
Basic
loss per share is calculated by dividing the loss attributable to equity holders of the Group by the weighted average number of
ordinary shares in issue during the year. In May 2023, the company delisted from the Main Market of the London Stock Exchange and
carried out a share consolidation of 65 to 1. The effect of the share consolidation has been reflected below for all periods in the
calculation of the weighted average number of shares in accordance with IAS 33.
| | |
6 months to 30 September 2024 (unaudited) | | |
6 months to 30 September 2023 (unaudited) | | |
12 months to 31 March 2024 | |
| | |
| | |
| | |
| |
| (Loss) attributable to equity holders of the Company ($) | |
| (2,679,818 | ) | |
| (8,817,409 | ) | |
| (16,825,461 | ) |
| | |
| | | |
| | | |
| | |
| Weighted average number of ordinary shares in issue | |
| 33,573,196 | | |
| 25,714,151 | | |
| 33,336,316 | |
| | |
| | | |
| | | |
| | |
| Basic loss per share | |
| (0.08 | ) | |
| (0.27 | ) | |
| (0.57 | ) |
As
the Group is reporting a loss from continuing operations for the period then, in accordance with IAS 33, the share options are not considered
dilutive because the exercise of the share options would have an anti-dilutive effect. The basic and diluted earnings per share as presented
on the face of the statement of comprehensive income are therefore identical. All earnings per share figures presented above arise from
continuing and total operations and therefore no earnings per share for discontinued operations are presented.
11.
CAPITAL AND RESERVES
Capital
Management
For
the purpose of the Company’s capital management, capital includes called up share capital, share premium, share based payments
for options, share based payments for warrants and all other equity reserves attributable to the equity holders of the parent as reflected
in the statement of financial position.
The
Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern and to maximise
shareholder value through the optimisation of the debt and equity balance.
The
Company manages its capital to maximise the return to the shareholders through the optimisation of equity. The capital structure of the
Company as at 30 September 2024 consists of equity attributable to equity holders of the Company, comprising issued capital, reserves
and retained deficit as disclosed.
The
Company manages its capital structure and makes adjustments to it, in light of economic conditions and the strategy approved by shareholders.
To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders
or issue new shares and release the Company’s share premium account. No changes were made in the objectives, policies or processes
during the year ended 31 March 2024 and the six months ended 30 September 2024 and 30 September 2023.
Share
capital and premium
The
Company is authorized to issue an unlimited number of nil par value shares of a single class. The Company may issue fractional shares
and a fractional share shall have the corresponding fractional rights, obligations and liabilities of a whole share of the same class
or series of shares. Shares may be issued in one or more series of shares as the Directors may by resolution determine from time to time.
Each
share in the Company confers upon the shareholder:
| ● | the
right to one vote at a meeting of the shareholders or on any resolution of shareholders; |
| ● | the
right to an equal share in any dividend paid by the Company; and |
| ● | the
right to an equal share in the distribution of the surplus assets of the Company on its liquidation. |
The
Company may by resolution of the Directors redeem, purchase or otherwise acquire all or any of the shares in the Company subject to regulations
set out in the Company’s Articles of Incorporation.
Authorised
The
Company is authorised to issue an unlimited number of nil par value shares of a single class.
In
May 2023, the company delisted from the Main Market of the London Stock Exchange and carried out a share consolidation of 65 to 1. The
effect of the share consolidation has been reflected below for all periods.
| | |
Shares
Number | | |
Share
capital | | |
Share
premium | |
Issued
ordinary shares of $0.00 each | |
| | |
$ | | |
$ | |
| | |
| | |
| | |
| |
| At 31 March 2023 | |
| 25,519,774 | | |
| - | | |
| 131,385,892 | |
| | |
| | | |
| | | |
| | |
| Issue of shares (Fundraise) | |
| 4,159,270 | | |
| - | | |
| 6,208,508 | |
| Expenses settled in shares | |
| 1,557,272 | | |
| | | |
| 2,368,287 | |
Issue
of share to related party – Loan Conversion | |
| 2,100,000 | | |
| - | | |
| 3,150,000 | |
| | |
| | | |
| | | |
| | |
| At 31 March 2024 | |
| 33,336,316 | | |
| - | | |
| 143,112,687 | |
| | |
| | | |
| | | |
| | |
| Expenses settled in shares | |
| 100,266 | | |
| - | | |
| 187,497 | |
Issue
of share to related party – Loan Conversion | |
| 500,000 | | |
| - | | |
| 750,000 | |
| | |
| | | |
| | | |
| | |
| At 30 September 2024 | |
| 33,936,582 | | |
| - | | |
| 144,050,184 | |
Share
options reserve
The
share-based payment reserve for options represents the cost to issue share-based compensation, primarily share options, based on their
grant date fair value.
Warrants
reserve
The
share-based payment reserve for warrants represent the cost to issue warrants based on their grant date fair value.
Retained
Deficit reserve
Retained
earnings represent the cumulative profits/(losses) of the entity which have not been distributed to shareholders.
Translation
reserve
The
translation reserve represents the unrealised gains or losses from the foreign currency translation of Companies within the Group.
Dividends
The
Directors paid no dividend during the year to 31 March 2024 and 31 March 2023.
12.
CONVERTIBLE INSTRUMENTS CLASSIFIED AS EQUITY AND DEBT
On
September 24, 2024, the Company raised $550,000 from the issuance of Convertible Loan Notes. The Loan Notes are short term instruments
and carry a coupon of 20% per annum and are convertible (together with all accrued interest) into ordinary shares of nominal value $1.00
each in the capital of the Company at a conversion price of $0.70 per share on the principal and $1.04 per share on any accrued interest.
The Loan Notes are convertible on or before April 1, 2026. There are also fees due of $115,000 relating to the issuance of the notes,
which are payable in shares at a price of $1 per share.
13.
RELATED PARTY TRANSACTIONS
All
related party transactions occurred in the normal course of operations.
Tiziana
Life Sciences Ltd
Tiziana
Life Sciences Ltd is a related party as the entity is controlled by a person that has significant influence over the Group. The Company
shares premises and other resources with Tiziana Life Sciences Ltd and there is a shared services agreement in place between the Company
and Tiziana Life Sciences Ltd. For the six months ended September 30, 2024, the Company incurred $364,909 (September 30, 2023: $98,192,
March 31, 2024: $139,963) worth of costs in relation to this agreement and as at September 30, 2024, $1,028,736 (September 30, 2023:
$280,102, March 31, 2024: $75,267) was due to Tiziana Life Sciences Ltd.
Tiziana
Life Sciences Ltd also paid other invoices on behalf of the Company. As at September 30, 2024, Tiziana had paid $663,827 of costs on
behalf of the Group. As of March 31, 2024, Tiziana had paid $35,347 of costs on behalf of the Group.
In
August 2022 Tiziana Life Sciences Ltd issued a short-term credit facility to OKYO Pharma for $2m to support short term liquidity. The
loan was available for a period of 6 months upon first draw-down and carried an interest rate of 16% per annum, with additional default
interest of 4% if the loan was not repaid after the 6-month period.
In
February 2023, Tiziana Life Sciences Ltd issued an additional short-term credit facility to OKYO Pharma for $0.5m to further support
short term liquidity, under the same terms as the loan above. As at March 31, 2023 $488,009 had been drawn down against the loan and
$7,902 of interest had been accrued. The total balance due at March 31, 2023 for this loan was $7,902 as the principal of the loan was
repaid during March 2023. The principal of $2,000k plus accrued interest of $1,150k were converted into 2,100,000 Ordinary Shares, with
no par value, of OKYO Pharma Ltd on October 25, 2023. An additional 500,000 shares issued to Tiziana as additional interest consideration
due to the decline in the share price since the loan was issued.
14.
COMMITMENTS AND CONTINGENCIES
The
Group’s main financial commitments relate to the contractual payments in respect of its licensing agreements. Due to the uncertain
nature of scientific research and development and the length of time required to reach commercialisation of the products of this research
and development, pre-clinical, clinical and commercial milestone obligations are not detailed until there is a reasonable certainty that
the obligation will become payable. Contractual commitments are detailed where amounts are known and certain.
| |
● |
OK-101
– We are obligated to pay to On Target Therapeutics the following additional amounts in respect of the first licensed product
or service which achieves the stated development milestones: |
| (a) | First Patient Enrolled in a Phase I Human
Clinical trial |
$300,000 |
| (b) | First Patient Enrolled in a Phase II Human
Clinical trial |
$600,000 |
| (c) | First Patient Enrolled in a Phase III
Human Clinical trial |
$1,500,000 |
| |
● |
OK-201
– The Group are committed to paying an annual license maintenance fee until the first commercial sale. The annual license maintenance
fee is $15,000 until May 2021, and $10,000 thereafter. |
15.
POST BALANCE SHEET EVENTS
Post
period end, an additional $400,000 was received in November 2024 from the same existing investor structured as a Convertible Loan Note
on the same terms as the earlier note.
OKYO Pharma (NASDAQ:OKYO)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
OKYO Pharma (NASDAQ:OKYO)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
