TIDMNNN
RNS Number : 2563B
Nanosynth Group PLC
30 September 2022
30(th) September 2022
nanosynth group plc
("nanosynth", the "Company" or the "Group")
Half Yearly Report to 30 June 2022
nanosynth group plc, the AIM quoted company specialising in the
synthesis and application of nanoparticles to create new and
improve existing products, is pleased to present its unaudited half
yearly report for the six-month period ended 30 June 2022.
Operational highlights for the period:
-- Successful trial results with Volz Holdings and REACH UK registration
o Creating potential to lead to wider adoption by the global
filtration industry
o Pipeline of interest is already at an advanced stage
-- Joint development agreement with a global wellness company
for their first project in the cosmetics market
o On successful completion, opportunity to enter into an
exclusive commercial agreement for the supply of nanoparticles for
this cosmetics market
-- New share subscription agreement to raise GBP2,942,500
o Proceeds to be used primarily to fund its working capital
requirements as the Group looks to commercialise its bespoke
nanoparticle technology
-- Directors continue to purchase shares in the Company
o Confidence in considerable potential of the Group's
nanoparticle technology
-- Strengthened Board
o New board members enhance commercial expertise and corporate
governance
Mark Duffin, Chief Executive Officer commented:
"We are pleased with the recent updates that we have been able
to share as a result of the hard work especially during the last 12
months. The REACH UK registration will allow our partner Volz to
apply antiviral technology to all their products. This has the
potential to lead to wider adoption by the global filtration
industry. The first project in our R&D programme that was
secured is a testimony to our leadership in the nanotechnology
market . Confidentiality and competitive advantage remain our
priority during the development stage and we look forward to
potentially becoming exclusive partners in the future. The funding
arrangements with Lanstead provide further working capital as the
Group looks to commercialise its bespoke nanoparticle
technology.
"As a result, we are very excited about the future of the
business and are confident about the near term prospects of the
business."
Enquiries
nanosynth group plc
Mark Duffin (Chief Executive Officer) via IFC Advisory
SP Angel Corporate Finance LLP +44 20 3470 0470
Nominated Adviser and Joint Broker
Stuart Gledhill
Caroline Rowe
IFC Advisory Ltd +44 20 3934 6630
Graham Herring
Zach Cohen
Chairman's Statement
The current year has seen the consolidation of the new direction
of the Group, with a refocus on the development and
commercialisation of the Group's core nanoparticle platform and
technology.
Through its joint venture with Volz Holding v.o.s. (Volz), the
Group has completed successful trial results in the development of
a standard retro-fit to media production lines that allows for the
incorporation of the Group's antiviral technology into heating,
ventilation and air conditioning units. The UK's Health and Safety
Executive has completed its checks and approved Pharm 2 Farm
Limited, a wholly owned subsidiary of nanosynth, for REACH UK
registration and allocated the appropriate substance tonnage that
will allow the production and distribution of up to 100 tonnes of
copper oxide nano material per year.
In addition to the refinement of technology used in the joint
venture with Volz, the Group has identified seven specific market
verticals that the company has decided to further develop and apply
to nanoparticle technology with targeted strategic partners.
The areas include: Animal health and wellbeing, Cosmetics,
Medical, Plants, Food and drink, Functional coating and
Electronics.
The Group announced the first such development in August 2022
that it had entered into a joint development agreement with a
global wellness company for a project in the cosmetics market. It
is the intention, on successful development of a revolutionary
product for the market, to enter into an exclusive commercial
agreement for the supply of nanoparticles into that market.
In addition, we have held numerous meaningful conversations with
large companies across all 7 verticals. In particular, formal
discussions have progressed extensively within the cosmetics and
plant verticals which gives us encouragement that we will be able
to deliver further development contracts during the current
financial year although the final timing and eventual outcome of
such discussions remains uncertain.
Subscription
As announced on 26 August 2022, he Group finalised a fundraising
via a Subscription and Sharing Agreement with Lanstead Capital
Investors LP (Lanstead).
Gross proceeds of GBP2,942,500 will be pledged to Lanstead
pursuant to the Sharing Agreement. The agreement entitles the Group
to receive back the proceeds on a pro-rata basis over 24 months
subject to adjustment upwards or downwards each month depending
upon the share price relative to a benchmark share price of 0.7333
pence per share.
The Sharing Agreement provides the opportunity for the Group to
benefit from positive future share price performance.
However, if the Company's 20-day Volume Weighted Average Share
Price is less than the benchmark price, then the amount received by
the Company under the Sharing Agreement will be proportionately
less than the gross proceeds of the Lanstead Subscription which
were pledged by the Company to Lanstead at the outset.
Board Update
On 30 June 2022 the Group announced the appointment of Andrew
Stedman as Chief Financial Officer and Peter Gray as an independent
Non-Executive Director.
Andrew was appointed non-Board CFO on 7 February 2022. He brings
the experience of a well rounded and highly commercial finance
leader with substantial M&A and deal exposure skills which are
closely aligned with our strategic objectives.
Peter has a wealth of experience in corporate and M&A
transactions and frequently lectures on the subject of mergers and
acquisitions. He is employed as a partner in Finn Corp Group plc, a
corporate finance and broking house.
Financial Overview
During the six months to 30 June 2022, the Group recorded
revenues from continuing operations of GBP9,988 compared with
GBP133,116 for the six months to 30 June 2021. The operating loss
from continuing operations for the period was GBP1,781,217 (30 June
2021: GBP1,162,718). The loss per share on continuing operations
was 0.085 pence (30 June 2021: loss per share 0.057 pence).
-- Consolidated net assets at 30 June 2022 amounted to
GBP3,443,023 (31 December 2021: GBP4,959,667).
-- Cash balances at the period end amounted to GBP1,787,242 (31 December 2021: GBP3,760,992).
The Interim results include non-recurring charges as a result of
action taken to reduce overhead cost. The Board has now completed
its review as of September 22 and now believes that, as a result of
these actions, the cash burn has been reduced to a sustainable
level.
Acknowledgments
On behalf of the Board, I would like to extend our thanks to our
business partners, customers, employees and shareholders for their
continued support throughout the period.
Richard Clarke
Non-Executive Chairman
NANOSYNTH GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six month period ended 30 June
2022
Unaudited Unaudited
6 months 6 months
ended ended
30 June 30 June
2022 2021
(restated)
Notes GBP GBP
------------------------------------------------- ------ ------------ ------------
Revenue 9,988 133,116
Cost of sales (66,870) (98,690)
------------------------------------------------- ------ ------------ ------------
Gross (loss)/profit (56,882) 34,426
Administration expenses (1,724,335) (1,197,144)
Operating loss (1,781,217) (1,162,718)
------------------------------------------------- ------ ------------ ------------
Finance income - -
Finance costs - -
Loss before income tax (1,781,217) (1,162,718)
Income tax 26,866 -
------------------------------------------------- ------ ------------ ------------
Loss for the period from continuing operations (1,754,351) (1,162,718)
Loss for the period from discontinued
operations (25,275) (29,292)
------------------------------------------------- ------ ------------ ------------
Total comprehensive income for the period (1,779,626) (1,192,010)
------------------------------------------------- ------ ------------ ------------
Loss and total comprehensive income attributable
to:
Equity holders of the parent (1,779,626) (1,175,284)
Non-controlling interests - (16,726)
------------------------------------------------- ------ ------------ --------------
Earnings per ordinary share attributable
to owners of the parent during the period
(expressed in pence per share) 4
Basic and diluted - continuing operations (0.085) (0.057)
Basic and diluted - discontinued operations (0.001) (0.001)
Basic and diluted - total (0.086) (0.058)
NANOSYNTH GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2022 Unaudited Audited Unaudited
30 June 31 December 30 June
2022 2021 2021
Notes GBP GBP GBP
------------------------------- ------ ------------- ------------- -------------
Non-current assets
Intangible assets 1,885,935 1,764,419 1,764,419
Property, plant and equipment 75,063 42,391 258,206
------------------------------- ------ ------------- ------------- -------------
Total non-current assets 1,960,998 1,806,810 2,022,625
------------------------------- ------ ------------- ------------- -------------
Current assets
Trade and other receivables 141,004 80,348 277,983
Corporation tax - 1,396 1,396
Inventories 8,385 16,679 497,168
Assets classified as held
for sale - - 10,786
Cash and cash equivalents 1,787,242 3,760,992 4,662,778
------------------------------- ------ ------------- ------------- -------------
Total current assets 1,936,631 3,859,415 5,450,111
------------------------------- ------ ------------- ------------- -------------
TOTAL ASSETS 3,897,629 5,666,225 7,472,736
------------------------------- ------ ------------- ------------- -------------
Equity attributable to owners
of the parent
Share capital 3 5,805,331 5,805,331 5,805,331
Share premium 13,674,215 13,674,215 13,674,215
Warrants reserve 121,516 - -
Other reserves 1,531,519 1,405,836 1,321,214
Translation reserve 92,181 92,181 92,181
Retained loss (17,781,788) (16,017,896) (13,852,286)
------------------------------- ------ ------------- ------------- -------------
EQUITY ATTRIBUTABLE TO OWNERS
OF THE PARENT 3,442,974 4,959,667 7,040,655
------------------------------- ------ ------------- ------------- -------------
Non-controlling interests 49 - (97,405)
------------------------------- ------ ------------- ------------- -------------
TOTAL EQUITY 3,443,023 4,959,667 6,943,250
------------------------------- ------ ------------- ------------- -------------
Current liabilities
Trade and other payables 207,326 462,483 252,340
Social security and other
taxes 247,280 244,075 204,112
Liabilities classified as
held for sale - - 73,034
------------------------------- ------ ------------- ------------- -------------
Total current liabilities 454,606 706,558 529,486
------------------------------- ------ ------------- ------------- -------------
Total non-current liabilities - - -
------------------------------- ------ ------------- ------------- -------------
TOTAL LIABILITIES 454,606 706,558 529,486
------------------------------- ------ ------------- ------------- -------------
TOTAL EQUITY AND LIABILITIES 3,897,629 5,666,225 7,472,736
------------------------------- ------ ------------- ------------- -------------
NANOSYNTH GROUP PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six month period ended 30 June 2022
Attributable to owners of the parent
Share Share Warrant Other Translation Retained Minority
capital premium reserve reserves reserve Loss Interests Total
GBP GBP GBP GBP GBP GBP GBP GBP
------------------- ------------ ----------- -------- ---------- ------------ --------------- ------------- ----------------
As at 1 January
2021 5,795,751 12,445,569 - 1,677,276 92,181 (13,033,293) (80,679) 6,896,805
Loss and total
comprehensive
income for the
period - - - - - (1,175,284) (16,726) (1,192,010)
Transactions
with owners,
recognised
directly in
equity:
Shares issued
(net of costs) 9,580 1,227,845 - (78,183) - - - 1,159,242
Warrants exercised - 801 - (801) - - - -
Share based
payments
issued - - - 79,213 - - - 79,213
Share based
payments
expired/exercised - - - (356,291) - 356,291 - -
------------------- ------------ ----------- -------- ---------- ------------ --------------- ------------- ----------------
As at 30 June
2021 5,805,331 13,674,215 - 1,321,214 92,181 (13,852,286) (97,405) 6,943,250
------------------- ------------ ----------- -------- ---------- ------------ --------------- ------------- ----------------
As at 1 January
2022 5,805,331 13,674,215 - 1,405,836 92,181 (16,017,896) - 4,959,667
------------------- ------------ ----------- -------- ---------- ------------ --------------- ------------- ----------------
Loss and total
comprehensive
income for the
period - - - - - (1,779,626) - (1,779,626)
Transactions
with owners,
recognised
directly in
equity:
Minority interest - - - - - - 49 49
Warrants issued - - 121,516 - - - - 121,516
Share based
payments
issued - - - 141,417 - - - 141,417
Share based
payments
expired - - - (15,734) - 15,734 - -
------------------- ------------ ----------- -------- ---------- ------------ --------------- ------------- ----------------
As at 30 June
2022 5,805,331 13,674,215 121,516 1,531,519 92,181 (17,781,788) 49 3,443,023
------------------- ------------ ----------- -------- ---------- ------------ --------------- ------------- ----------------
NANOSYNTH GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOW
For the six month period ended 30 June 2022
Unaudited
Unaudited 6 months
6 months ended
ended 30 June
30 June 2021
2022 (restated)
GBP GBP
----------------------------------------- --- ----- ------------- ------------
Cash flows from operating activities
Loss for the period on continuing
activities (1,754,351) (1,162,718)
Loss for the period from discontinued
operations (25,275) (29,292)
Depreciation of property, plant
and equipment 8,396 6,086
Share based payments 141,417 299,230
Release of lease liabilities and
provision - (29,253)
Decrease/(increase) in inventories 8,294 (433,677)
(Increase)/decrease in trade and
other receivables (59,210) 135,140
(Decrease) in trade and other payables (251,953) (46,544)
----------------------------------------------------- ------------- ------------
Cash used in operations (1,932,682) (1,261,028)
Interest expense - -
----------------------------------------- --- ----- ------------- ------------
Net cash used in operating activities (1,932,682) (1,261,028)
----------------------------------------------------- ------------- ------------
Cash flows used in investing activities
Purchases of property, plant and
equipment (41,068) (238,908)
Net cash (used)/generated in investing
activities (41,068) (238,908)
----------------------------------------------------- ------------- ------------
Cash flows from financing activities
Repayments of lease liabilities - (20,000)
Issue of shares and warrants, net
of issue costs - 2,444,225
----------------------------------------------------- ------------- ------------
Net cash generated from financing
activities - 2,424,225
----------------------------------------------------- ------------- ------------
Net (decrease)/increase in cash
and cash equivalents (1,973,750) 924,289
Cash and cash equivalents at beginning
of period 3,760,992 3,741,135
----------------------------------------------------- ------------- ------------
Cash and cash equivalents at end
of period 1,787,242 4,665,424
----------------------------------------------------- ------------- ------------
NOTES TO THE INTERIM RESULTS:
1. General information and accounting policies
The principal activity of nanosynth group plc ("the Company")
and its subsidiaries (together "the Group") is the synthesis and
application of nanoparticles to create new, and improve existing
products.
The Company is a public limited company, incorporated and
domiciled in the United Kingdom, with its shares traded on the
London Stock Exchange's AIM. Its registered office is: 27-28
Eastcastle Street, London W1W 8DH.
This announcement is for the unaudited interim results for the
period ended 30 June 2022.
The Directors approved these unaudited interim results on 30th
September 2022.
2. Basis of preparation
The condensed consolidated interim financial information (the
"Financial Information") has been prepared in accordance with the
requirements of the AIM Rules for Companies. As permitted, the
Company has chosen not to adopt IAS 34 "Interim Financial
Statements" in preparing this Financial Information. The Financial
Information should be read in conjunction with the annual financial
statements for the year ended 31 December 20 21, which have been
prepared in accordance with UK-adopted International Accounting
Standards (UK-adopted IAS). In the opinion of the Directors the
Financial Information for the period represents fairly the
financial position, results from operations and cash flows for the
period in conformity with generally accepted accounting principles
consistently applied.
The Financial Information set out above does not constitute
statutory accounts within the meaning of the Companies Act 2006.
The Financial Information has been prepared on a going concern
basis in accordance with the recognition and measurement criteria
of International Financial Reporting Standards (IFRS) as adopted by
the United Kingdom. Statutory financial statements for the year
ended 31 December 2021 were approved by the Board of Directors on 2
8 June 2022 and subsequently delivered to the Registrar of
Companies and are also available on the Group's website: [
www.nanosynthgroup.com ] .
The 2022 Financial Information of the Group has not been audited
.
These interim results are presented in Sterling rounded to the
nearest pound.
Going concern basis
The interim financial information has been prepared assuming
that the Group will continue as a going concern.
The operational requirements of the Group comprise of
maintaining a Head Office in the UK alongside its UK operations.
The Directors continually review the Group's working capital
forecasts and manage the further development spend against the
expected cash resources. As detailed in note 6 the Company has
announced the raising of additional funding after the reporting
period.
Risks and uncertainties
The Board continuously assesses and monitors the key risks
facing the business. The key risks that could affect the Group's
medium-term performance and the factors that mitigate those risks
have not substantially changed from those set out in the Group's
2021 Annual Report and Financial Statements. The Group is exposed
to market risks (including foreign exchange risk and price risk),
credit risk and to a limited extent, interest rate risk, liquidity
risk and foreign exchange risk.
Critical accounting estimates and judgements
The preparation of Financial Information in conformity with
UK-adopted IAS requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the end of the reporting period. It also requires management to
exercise its judgement in the process of applying the Group's
Accounting Policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates
are significant to the Financial Information, are disclosed in Note
4 of the Group's 2021 Annual Report and Financial Statements.
Accounting policies
There have been no changes to the Group's accounting policies,
presentation and methods of computation in this Financial
Information compared to those which were applied in the preparation
of the Group's Annual Financial Statements for the year ended 31
December 2021.
The comparative information for the six months ended 30 June
2021 has been restated to reflect the Cloudveil Limited operation
which was returned to its founders during November 2021 for nominal
consideration.
3. Share capital
Allotted, issued and fully paid
At 30 June 2021, 31 December 2021 and
30 June 2022 Number GBP
---------------------------------------- --------------- ----------
Ordinary shares of 0.01p each 2,079,071,986 207,907
Deferred shares of 0.1p each 2,358,954,414 2,358,954
Deferred shares of 0.19p each 774,006,790 1,470,613
A deferred shares of 0.01p each 17,678,567,358 1,767,857
---------------------------------------- --------------- ----------
5,805,331
---------------------------------------- --------------- ----------
4. Earnings per share
Basic earnings per share have been calculated by dividing the
loss attributable to equity holders of the Company after taxation
by the weighted average number of shares in issue during the
period. There is no difference between the basic and diluted
earnings per share as the effect on the exercise of options and
warrants would be to decrease the earnings per share.
6 months 6 months
ended ended 30 June
30 June 2021
2022 (restated)
Basic and diluted GBP GBP
------------------------------------------------ -------------- ------------------
Loss after taxation on continuing operations (1,754,351) (1,162,718)
Loss after taxation on discontinued operations (25,275) (29,292)
------------------------------------------------ -------------- ------------------
Total loss after taxation (1,779,626) (1,192,010)
------------------------------------------------ -------------- ------------------
Weighted average number of shares 2,079,071,986 2,052,536,524
Earnings per share ( pence)
On continuing operations (0.085) (0.057)
On discontinued operations (0.001) (0.001)
On total operations (0.086) (0.058)
------------------------------------------------ -------------- ------------------
5. Dividends
No dividend has been declared or paid by the Company during the
six months ended 30 June 2022 (2021: nil).
6. Events after the reporting period
On 26 August 2022 the Company announced a share subscription by
Landstead Capital Investors LP (Landstead), an institutional
investor, for 535,000,000 new ordinary shares at an issue price of
0.55 pence. The gross proceeds were pledged to Landstead by the
Company as part of a Sharing Agreement whereby the pledged amount
would be paid back to the Company on a prorate basis over 24 months
subject to an adjustment based upon the share price at that time
against a benchark of 0.7333 pence per share.
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