TIDMEDX
EDX Medical Group Plc
("EDX Medical" or the "Company")
Interim Management Report for the six-month period ending 30 September 2022
Background
EDX Medical Group Plc was admitted to the Access Segment of the AQSE Growth
Market on 26 October 2022. Admission followed the acquisition by TECC Capital
Plc of the issued share capital of EDX Medical Ltd ("EDXM") - a digital
diagnostics business in the healthcare sector with an experienced leadership
team.
The acquisition presented the Company and its shareholders with an exciting
opportunity to invest in a new and disruptive healthcare diagnostics business
with significant potential. The subsequent Reverse Takeover provided the
enlarged group with the potential to raise further capital as well as allowing
the Company to be renamed as EDX Medical Group plc so reflecting the business
of the enlarged group.
EDX Medical develops and validates digitally enabled diagnostic products and
services to help health professionals and self-users to predict disease risk,
inform clinical decision-making and accelerate the development of new medicines
in the areas of cancer, heart disease, neuro-degeneration and infectious
diseases. The Company was founded by Professor Sir Christopher Evans OBE, a
medical and life sciences entrepreneur with more than 30 years of experience in
the sector, specialising in cancer treatments and diagnostics.
In this reporting period, the Company entered into convertible loan notes with
EDXM to the value of £600,000 whilst conducting further due diligence on EDXM
in preparation for its planned Reverse Takeover.
As a result, the shares of the Company were suspended from trading for the
period from 26 July until the Reverse Takeover by EDX Medical Ltd was
eventually completed after the reporting period, by a unanimous shareholder
resolution at a General Meeting of Shareholders on November 11th.
Financial Summary
During the period the majority of the Company's administrative expenditure has
related to one-off expenses incurred in connection with preparing the Company
to complete the Reverse Takeover of EDXM and Admission of the enlarged Group to
the Access Segment of the AQUIS Exchange. The loss for the period was £193,659
(2021: £124,187).
Trade and other receivables as at 30 September 2022 were £43,255 (March 2022: £
8,068), of which a significant proportion relates to VAT. The cash balance as
at 30 September 2022 was £268,138 (March 2022: £1,027,114).
Trade and other payables at 30 September 2022 were £122,593 (March 2022: £
52,922).
Overall, at the period-end, net assets were £789,432 (March 2022: £983,092).
The directors expect the acquisition of EDX Medical Limited to be accounted for
in the Company's next published statutory financial statements for the year
ended 31 March 2022, as a Reverse Takeover with those financial statements
being presented as a continuation of the activities of the Company as the
deemed acquirer.
Outlook
Post the reporting period, the Reverse Takeover of EDX Medical Limited and the
creation of the enlarged group was completed.
The Directors of the Company resigned, and a new Board consisting of Professor
Sir Christopher Evans, Jason Holt, Dr Michael Hudson, CEO of EDX Medical and Dr
Trevor Jones were appointed on 14 November 2022 in succession.
EDX Medical has the ambition to build a substantial, high growth international
business by focusing on the development, validation, registration and
commercialisation of innovative diagnostic tests developed in its own
laboratories, in-licensed or acquired from collaborators and the establishment
of strategic partnerships with key technology providers and channel
distribution partners.
Jason Holt
Chairman
The Directors of the Company accept responsibility for the contents of this
announcement.
Enquiries:
Company +44 (0)207 710 0020
Dr Michael Hudson, CEO
AQSE Growth Market Corporate Advisor +44 (0)20 220 9795
Peterhouse Capital Limited
Guy Miller/Mark Anwyl
Public Relations on behalf of the Company +44 (0)207 710 0020
Ramsay Smith, Media House International +44 (0) 7788 414856
Limited ramsay@mediahouse.co.uk
EDX Medical Group Plc
Statement of Comprehensive Income
For the six months ended 30 September 2022
Unaudited Unaudited
Six months to Six months to
Note 30 September 30 September
2022 2021
£ £
Continuing operations
Administrative expenses 5 (193,660) (124,187)
Operating loss before taxation (193,660) (124,187)
Taxation - -
Total comprehensive loss for the period (193,660) (124,187)
attributable to the equity owners
Loss per share
Basic and diluted in pence 6 (0.006) (0.013)
The above results were derived from continuing operations.
The notes on pages 8 to 13 form part of these Interim Financial Statements.
EDX Medical Group Plc
Statement of Financial Position
As at 30 September 2022
Company Number: 13277385 Unaudited Audited
As at As at
30 September 31 March
2022 2022
Note £ £
ASSETS
Non-current assets
Property, Plant and Equipment 632 832
Total non-current asses 632 832
Current assets
Trade and other receivables 7 43,255 8,068
Cash and cash equivalents 8 268,138 1,027,114
Convertible Loan 10 600,000 -
Total current assets 911,393 1,035,182
Total assets 912,025 1,036,014
LIABILITIES
Current liabilities
Trade and other payables 9 122,593 52,922
Total current liabilities 122,593 52,922
Total liabilities 122,593 52,922
NET ASSETS 789,432 983,092
EQUITY
Share capital 11 300,000 300,000
Share premium 11 918,933 918,933
Warrant reserve 13 17,567 17,567
Accumulated losses 13 (447,068) (253,408)
TOTAL EQUITY 789,432 983,092
The Interim Report and Financial Statements were approved by the Board of
Directors and authorised for issue on 15 December 2022.
The notes on pages 8 to 13 form part of these Interim Financial Statements.
EDX Medical Group Plc
Statement of Changes in Equity
For the six months ending 30 September 2022
Share Share Shares to be Warrant Accumulated Total
Capital Premium issued Reserve Losses Equity
£ £ £ £ £ £
Balance as at 1 300,000 918,933 - 17,567 (253,408) 983,092
April 2022
Comprehensive
income
Loss for the - - - - (193,660) (193,660)
period
Transactions with - - - - - -
owners
As at 30 300,000 918,933 - 17,567 (447,068) 789,432
September 2022
Share Share Shares Warrant Accumulated Total
Capital Premium to be Reserve Losses Equity
issued
£ £ £ £ £ £
Balance as at 1 April 2 - 16,499 - (11,242) 5,259
2021
Comprehensive income
Loss for the period - - - - (124,187) (124,187)
Transactions with
owners
Issue of ordinary 299,998 1,000,000 (16,499) - - 1,283,499
shares and subdivision
of shares
Cost to issue shares - (65,381) - - - (65,381)
Share based payment - - - 1,881 - 1,881
As at 30 September 300,000 934,619 - 1,881 (153,429) 1,101,071
2021
The notes on pages 8 to 13 form part of these Interim Financial Statements.
EDX Medical Group Plc
Statement of Cash Flows
For the six months ending 30 September 2022
Unaudited Unaudited
Six months to Incorporation
30 September to 30
September
2022 2021
Note £ £
Cash flow from operating
activities
Operating loss (193,660) (124,187)
Adjustments for non-cash/
non-operating items:
Depreciation 566 167
Share based payments - 1,881
Cash outflow from operating (193,094) (122,139)
activities
Changes in working capital
(Increase)/ Decrease in trade and 7 (35,187) 3,983
other receivables
Increase in trade and other 9 69,671 784
payables
Net cash used in operating (158,610) (117,372)
activities
Cash flows from investing
activities
Purchase of property, plant and (366) (1,198)
equipment
Net cash used in investing (366) (1,198)
activities
Cash flows from financing
activities
Payments for Convertible Loan 10 (600,000) -
Notes
Proceeds from issue of shares, net - 1,283,499
of issue costs
Cost of share issue - (65,381)
Net cash generated from financing (600,000) 1,218,118
activities
Net increase in cash and cash (758,976) 1,099,548
equivalents
Cash and cash equivalents at the 1,027,114 2
beginning of the period
Cash and cash equivalents at the 8 268,138 1,099,550
end of the period
The notes on pages 8 to 13 form part of these Interim Financial Statements.
EDX Medical Group Plc
Notes to the Interim Financial Statements
For the six months ended 30 September 2022
1. Company information
EDX Medical Group Plc (the "Company") (formally TECC Capital Plc) is a public
company incorporated in England and Wales and admitted to trading on the AQSE
Growth Market. The Company is domiciled in England and its registered office is
210-211 Milton Road, Cambridge, England, CB4 0WA.
The principal activity of the Company is the development of digital diagnostic
products and services for use in testing for cancer, heart disease, neurology
and infectious diseases.
On 11 November 2022 the Company completed the acquisition of EDX Medical
Limited and was renamed EDX Medical Group Plc.
2. Accounting policies
2.1 Basis of preparation
These interim financial statements of the Company have been prepared on a going
concern basis in accordance with UK-adopted International Accounting Standards
("IFRS") in accordance with the Companies Act 2006.
Measurement bases
The financial statements have been prepared under the historical cost
convention. Historical cost is generally based on the fair value of the
consideration given in exchange for assets.
The preparation of the financial statements in compliance with adopted IFRS
requires the use of certain critical accounting estimates and management
judgements in applying the accounting policies. The significant estimates and
judgements that have been made and their effect is disclosed in note 3.
2.2 Going concern
During the period ended 30 September 2022 the Company made a loss of £193,659
(2021: £124,187) and as at 30 September 2022 had net assets of £789,432 (2021:
£983,092). The operations of the Company are financed from funds raised from
investors as it does not currently generate revenue.
The interim financial statements have been prepared on a going concern basis.
The Directors have a reasonable expectation that the Company has adequate
resources to continue in operational existence for the foreseeable future. The
Company has not yet commenced a trade from which to generate revenue. Future
capital resources are expected to come from the issue of shares to
institutional and private investors.
The Directors have assessed the ongoing impact of the COVID-19 virus on the
Company and the current economic conditions which includes a high rate of
inflation in the UK. Whilst they acknowledge that COVID-19 and the UK economic
climate could have long lasting and significant impacts on the global economy,
the Directors believe that the Company has sufficient financial resources to
meet its obligations as they fall due for a period of at least 12 months from
the date of approval of the financial statements.
2.3 Financial instruments
Financial instruments are recognised in the statements of financial position
when the Company has become a party to the contractual provisions of the
instruments. Financial instruments are classified as assets, liabilities or
equity in accordance with the substance of the contractual arrangement.
Interest, dividends, gains and losses relating to a financial instrument
classified as a liability are reported as an expense or income. Distributions
to holders of financial instruments classified as equity are charged directly
to equity.
2.4 Financial assets
At initial recognition, the group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or loss
(FVPL), transaction costs that are directly attributable to the acquisition of
the financial asset. Transaction costs of financial assets carried at FVPL are
expensed in profit or loss. Subsequent measurement of debt instruments depends
on the group's business model for managing the asset and the cash flow
characteristics of the asset. There are two measurement categories into which
the group classifies its debt instruments:
2. Accounting policies (continued)
Amortised cost
Assets that are held for collection of contractual cash flows where those cash
flows represent solely payments of principal and interest are measured at
amortised cost. Interest income from these financial assets is included in
finance income using the effective interest rate method. Any gain or loss
arising on derecognition is recognised directly in profit or loss and presented
in other gains/(losses) together with foreign exchange gains and losses.
Fair value through profit and loss
Assets that do not meet the criteria for amortised cost or fair value through
OCI are measured at FVPL. A gain or loss on a debt investment that is
subsequently measured at FVPL is recognised in profit or loss and presented net
within other gains/(losses) in the period in which it arises. The Company's
financial assets held at fair value through profit and loss comprise solely of
convertible loan receivable in the statement of financial position
2.4 Significant accounting policies
The accounting policies applied by the Company in this interim financial report
are the same as those applied by the Company in its financial statements as at
and for the year ended 31 March 2022.
2.5 Financial assets
Convertible Loan recognised at amortised cost
The group classifies its financial assets as at amortised cost only if both of
the following criteria are met:
· The asset is held within a business model whole objective is to collect
contractual cash flows, and
· the contractual terms give rise to cash flows that are solely payments
of principal and interest.
The convertible loan is recognised initially at the amount of consideration
that is unconditional, when they are recognised at fair value. The group holds
the convertible loan note with the objective of collecting the contractual cash
flows and therefore measures them subsequently at amortised cost.
2.6 Dividends
No dividend has been declared or paid by the Company during the period ended 30
September 2022 (2021: Nil).
3. Significant judgments and estimates
The preparation of the Company's financial statements under IFRS, as applied in
the United Kingdom, requires the Directors to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the statement of
financial position date, amounts reported for revenues and expenses during the
period, and the disclosure of contingent liabilities, at the reporting date.
Estimates and judgements are continually evaluated and are based on historical
experiences and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
The Directors consider that there are no critical accounting judgements or
estimates relating to the financial information of the Company, this is in line
with the audited annual financial statements for the year ended 31 March 2022.
4. Loss before income tax
The loss before income tax is stated after charging:
Unaudited Unaudited
Six months to Six months to
30 September 30 September
2022 2021
£ £
Legal and professional fees 71,905 44,905
Corporate advisory fees 41,750 10,000
Accountancy fees 17,992 10,013
Audit fees - fees payable for other services 2,500 -
5. Analysis of expenses by nature
The breakdown by nature of administrative expenses is as follows:
Unaudited Unaudited
Six months to Six months to 30
30 September September
2022 2021
£ £
Staff costs 45,634 47,902
Audit fees - fees payable for other services 2,500 -
Accountancy fees 17,992 10,014
Legal and Professional fees 71,905 44,905
Rent 9,000 4,500
Corporate Finance fees 41,750 10,000
Other costs, including IT costs, 4,878 6,866
subscriptions, and other fees
Total administrative expenses 193,659 124,187
6. Loss per share
The loss per share has been calculated using the loss for the period and the
weighted average number of ordinary shares entitled to dividend rights which
were outstanding during the period, as follows:
Unaudited Unaudited
30 September 30 September
2022 2021
£ £
Loss for the period attributable to equity holders (193,659) (124,187)
of the Company
Weighted average number of ordinary shares 30,000,000 9,778,481
Loss per share (0.006) (0.013)
7. Trade and other receivables
Unaudited Audited
30 September 31 March
2022
2022
£ £
Amounts falling due within one year:
Prepayments 14,768 4,990
Other receivables 28,487 3,078
8,068
43,255
The Directors consider that the carrying amount of trade and other receivables
is approximately equal to their value.
Other receivables comprise VAT due on expenses.
8. Cash and cash equivalents
Unaudited Audited
30 September 31 March
2022
2022
£ £
Cash at bank 268,138 1,027,114
268,138 1,027,114
9. Trade and other payables
Unaudited Audited
30 September 31 March
2022
2022
£ £
Amounts falling due in one year:
Other taxation and social security 3,337 12,825
Trade payables 83,901 6,855
Other payables 14,855 242
Accruals 20,500 33,000
122,593 52,922
10. Convertible Loan
Unaudited Audited
30 September 31 March
2022
2022
£ £
Amounts falling due within one year:
Denominated in GBP 600,000 -
-
600,000
10. Convertible Loan (continued)
On 26 July 2022, the Company subscribed for £300,000 of Convertible Loan Notes
("CLNs") of £1 each in EDX Medical Limited.
On 1 September 2022, the Company subscribed for £200,000 of CLNs of £1 each in
EDX Medical Limited on
On 30 September 2022, the Company subscribed for £100,000 of CLNS of £1 each in
EDX Medical Limited.
All subscriptions were made on the same terms and conditions. The terms and
conditions note that should the CLNs convert, they will do so following the
acquisition of the entire issued share capital of EDX Medical Limited the
Company by way of a reverse takeover at a subscription price at a discount to
the price per EDX ordinary share to be paid on completion of a reverse
takeover, the repayment of the CLN's was guaranteed by the founder and majority
shareholder of EDX Medical Limited Professional Christopher Evans.
Due to the short-term nature of the CLNs, their carrying amount is considered
to be the same as their fair value.
11. Share capital
Shares Share Share Total
Capital Premium
Number £ £ £
Issued and fully paid
Ordinary shares of £0.01
pence each
At 01 April 2022 30,000,000 300,000 918,933 1,218,933
At 30 September 2021 30,000,000 300,000 918,933 1,218,933
The holders of ordinary shares are entitled to one voting right per share and,
subject to the provisions of the Companies Act 2006, are entitled to dividends
out of the profits of the Company available for distribution.
12. Reserves
Share Capital
Amount subscribed for shares at nominal value.
Share premium
Amount subscribed for share capital in excess of nominal value, less costs of
share issue.
Accumulated losses
Cumulative realised profits less cumulative realised losses and distributions
made, attributable to the equity shareholders of the Company.
Warrant reserve
The warrant reserve comprises the cumulative expense representing the extent to
which the vesting period of warrants has passed and management's best estimate
of the achievement or otherwise of non-market conditions and the number of
equity instruments that will ultimately vest.
13. Related party transactions
The related parties are considered to be the Directors who each have shares on
the Company. Their remuneration is as follows:
Unaudited Unaudited
Six months to Six months to 30
30 September September 2021
2022
Directors' emoluments, including salary £ £
and fees:
J Taylor 15,000 16,048
D Stewart 15,000 15,806
A Barblett 15,000 16,048
45,000 47,902
As at 30 September 2022, an amount was due to Donald Stewart of £nil (31 March
2022: £242) relating to reimbursement of business expenses.
14. Ultimate controlling party
The Company has no ultimate controlling party.
15. Events after the reporting date
On 26 October 2022, the Company published a prospectus containing, inter alia,
proposals concerning
· Proposed all share acquisition of EDX Medical Limited for £12,000,000
· Placing to raised £1,200,000 at 6 pence per share
· Application to be made for Admission of the enlarged ordinary share
capital to trading on the Access Segment of the AQSE Growth Market
· Change of name to EDX Medical Group Plc
· Notice of General Meeting.
The transactions obtained shareholder approval and completed on 11 November
2022, and trading in the Company's share re-commenced on 14 November 2022. Full
details of these transactions and a copy of the prospectus can be found at:
https://edxmedical.co.uk/documents/
The directors expect the acquisition of EDX Medical Limited to be accounted for
in the Company's next published statutory financial statements, for the year
ending 31 March 2023, as a reserve acquisition with those financial statements
being presented as a continuation of the activities of the deemed acquirer, EDX
Medical Limited.
In the period ended 31 March 2022, EDX Medical Limited recorded a loss after
tax of £88,048. The total assets and net assets at 31 March 2022 were £730,211
and £38,048 respectively.
As part of the transaction, the existing Board resigned, and a new Board was
appointed which consisted of Professor Christopher Evans, Jason Holt, Dr
Michael Hudson and Dr Trevor Jones.
END
(END) Dow Jones Newswires
December 20, 2022 02:00 ET (07:00 GMT)
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